Common use of Valid Title Clause in Contracts

Valid Title. At the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. At the Closing Time andSuch Selling Stockholder has, if such Selling Shareholder is selling Option Securities and on a Date of Delivery, at each Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderStockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder at such Date of Delivery.

Valid Title. At Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each such Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities (or a security entitlement in respect thereof) to be sold by such Selling Shareholder.

Valid Title. At The Selling Shareholder at the Closing Time andTime, if and each such Selling Shareholder is selling Option Securities on a Date of DeliveryDelivery if applicable, at each Date of Delivery, such Selling Shareholder will have, have valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder or a valid security entitlement in respect of such Selling ShareholderSecurities.

Valid Title. At The Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, and at each Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder or a valid security entitlement in respect of such Selling ShareholderSecurities.

Valid Title. At Each Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, and at each Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. At Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, and at each Date of Delivery, such Selling Shareholder Delivery will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. At Such Selling Stockholder has, and at the Closing Time and, if such Selling Shareholder Stockholder is selling Option Securities on a Date of Delivery, at as of each such Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderStockholder.

Valid Title. At Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at as of each such Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. At Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, and at each Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities (or a security entitlement in respect thereof) to be sold by such Selling Shareholder.

Valid Title. At The Selling Stockholder has, and at the Closing Time and, if such the Selling Shareholder Stockholder is selling Option Securities on a Date of Delivery, at as of each such Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by the Selling Stockholder at such Selling Shareholder time free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Stockholder or a valid security entitlement in respect of such Selling ShareholderSecurities.

Valid Title. At The Selling Shareholder has, and on the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Custody Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder or a valid security entitlement in respect of such Selling ShareholderSecurities.

Valid Title. At Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a or the Date of Delivery, at each Date of Deliveryas applicable, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. At Such Selling Shareholder has, at the Closing Time andTime, if such Selling Shareholder is selling Option Securities on a and will have, at any applicable Date of Delivery, at each Date of Delivery, such Selling Shareholder will have, valid title to the such Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, power and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder; and such Securities are duly authorized, validly issued, fully paid and non-assessable.

Valid Title. At Such Selling Shareholder has, and at the Closing Time will have, and, if such the Selling Shareholder is selling Option Securities on a Date of Delivery, at as of each such Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. At Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. At Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a and at each applicable Date of Delivery, at each Date of Delivery, such Selling Shareholder Delivery (as defined below) will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. At Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a and the applicable Date of Delivery, at each Date of Delivery, such Selling Shareholder Delivery will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. At Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a and the applicable Date of Delivery, at each Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. At Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at and each Date of Delivery, such Selling Shareholder Delivery will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney (to the extent a party thereto) and the Custody Agreement (to the extent a party thereto) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. At Such Selling Stockholder has, and at the Closing Time and, if such Selling Shareholder Stockholder is selling Option Securities on a Date of Delivery, at each Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderStockholder.

Valid Title. At Such Selling Stockholder has, and at the Closing Time and, if such Selling Shareholder Stockholder is selling Option Securities on a Date of Delivery, at each Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities (or a security entitlement in respect thereof) to be sold by such Selling ShareholderStockholder.

Valid Title. At Such Selling Stockholder has, and at the Closing Time and, if such the Selling Shareholder Stockholder is selling Option Securities on a Date of Delivery, at as of each such Date of Delivery, such Selling Shareholder Delivery will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder Stockholder free and clear of all security interests, claims, liensLiens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderStockholder.

Valid Title. At Such Selling Shareholder has, and at the Closing Time will have, and, if such the Selling Shareholder is selling Option Securities on a Date of Delivery, at as of each such Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. At Such Selling Stockholder has, and at the Closing Time andTime, and if such Selling Shareholder Stockholder is selling Option Securities on a Date of Delivery, at each such Date of DeliveryDelivery (if any), such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreements and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderStockholder.

Valid Title. At The Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities applicable, on a the Date of Delivery, at each Date of Delivery, such Selling Shareholder Delivery will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances other than pursuant to this Agreement and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder or a valid security entitlement in respect of such Selling ShareholderSecurities.

Valid Title. At The Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Deliveryapplicable, at each Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such the Selling Shareholder hereunder, free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization authorizations and approval approvals required by law, to enter into this Agreement, the Lock-up Letter and the Custody Agreement and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder.

Valid Title. At Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at as of each such Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. At Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. At Such Selling Stockholder has, and at the Closing Time will have, and, if such Selling Shareholder Stockholder is selling Option Securities on a Date of Delivery, at as of each such Date of Delivery, such Selling Shareholder Delivery will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderStockholder.

Valid Title. At Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at and each Date of Delivery, such Selling Shareholder Delivery will have, have (A) valid title to the Ordinary Shares underlying the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder Shareholder, free and clear of all security interests, claims, liens, equities or other encumbrances and (B) the legal right and power, power and all authorization any authorizations and approval approvals required by law, to enter into this Agreement, the Deposit Agreement, the Power of Attorney and the Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. At the Closing Time and, if such Such Selling Shareholder is selling Option Securities on a has, and at each applicable Date of Delivery, at each Date of Delivery, such Selling Shareholder Delivery will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. At The Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities and on a Date of Delivery, at each Date of Delivery, such Selling Shareholder Delivery will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder or a valid security entitlement in respect of such Selling ShareholderSecurities.

Valid Title. At Such Selling Shareholders have, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at and each Date of Delivery, such Selling Shareholder Delivery will have, have (A) valid title to the Ordinary Shares underlying the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder Shareholders, free and clear of all security interests, claims, liens, equities or other encumbrances and (B) the legal right and power, power and all authorization any authorizations and approval approvals required by law, to enter into this Agreement and the Deposit Agreement and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholders.

Valid Title. At The Selling Shareholder has, and at the Closing Time and, if such the Selling Shareholder is selling Option Securities on a Date of Delivery, at as of each such Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances encumbrances, with no violation of any preemptive, first refusal or other similar rights of any shareholder of the Company, and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. At Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at and each Date of Delivery, such Selling Shareholder Delivery will have, (A) valid title to the Ordinary Shares underlying the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and (B) the legal right and power, power and all authorization authorizations and approval approvals required by law, law to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. At Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a and any Date of Delivery, at each Date of Delivery, such Selling Shareholder Delivery will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney, in the case of the Vertical Entities, and the Custody Agreement, in the case of each Selling Shareholder, and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. At Such Selling Shareholder has, and at the Closing Time and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at as of each such Date of Delivery, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities, free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. At Such Selling Stockholder has, and at the Closing Time and, if applicable, such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery, such Selling Shareholder Delivery will have, valid title to the Securities (or to a security entitlement in respect thereof) Shares to be sold by such Selling Shareholder Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities Shares to be sold by such Selling ShareholderStockholder or a valid security entitlement in respect of such Shares.

Valid Title. At The Selling Shareholder has, and as of the Closing Time andDate and as of the Option Closing Date, if such Selling Shareholder is selling Option Securities on a Date of Deliveryany, at each Date of Delivery, such Selling Shareholder will have, a valid title to the Securities (or to a security entitlement in respect thereof) of the Public Securities to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the all legal right and power, and all authorization and approval power required by law, to enter into this Agreement and to sell, transfer and deliver the Public Securities to be sold by such Selling ShareholderShareholder or a security entitlement in respect of such Public Securities.

Valid Title. At The Selling Shareholder has, and at the Closing Time (and, if such Selling Shareholder is selling any Option Securities are purchased, on a the Date of Delivery, at each Date of Delivery, such Selling Shareholder ) will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Custody Agreement and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder.