Common use of Holder of Shares; Title to Shares Clause in Contracts

Holder of Shares; Title to Shares. Seller holds and will hold at the Closing the Shares to be sold by Seller hereunder, free and clear of any Encumbrance of any kind, other than pursuant to this Agreement; such Shares are certificated and are not held in any securities account or by or through any securities intermediary within the meaning of the Uniform Commercial Code as in effect in the State of New York ("NYUCC"); Seller has, and, at the Closing will have, full right, power and authority to hold, sell, transfer and deliver the Shares to be sold by Seller pursuant to this Agreement, and upon delivery of such Shares and payment of the Purchase Price therefor as herein contemplated, assuming the Company has no written notice of any adverse claim, the Company will be a protected purchaser (as defined in the NYUCC) with respect to the Shares purchased by it from Seller, and the Company will acquire the interest of Seller in such Shares free and clear of any Encumbrance.

Holder of Shares; Title to Shares. Seller The Company holds and will hold or will issue at the Closing the Shares to be sold by Seller the Company hereunder, free and clear of any Encumbrance of any kindEncumbrance, other than pursuant to this Agreement; such Shares are or will be certificated and are not held in any securities account or by or through any securities intermediary within the meaning of the Uniform Commercial Code as in effect in the State of New York ("NYUCC"); Seller the Company has, and, at the Closing will have, full right, power and authority to holdhold or to issue, sell, transfer and deliver the Shares to be sold by Seller the Company pursuant to this Agreement, and upon delivery of such Shares and payment of the Purchase Price therefor as herein contemplated, assuming the Company Purchaser has no written notice of any adverse claim, the Company Purchaser will be a protected purchaser (as defined in the NYUCC) with respect to the Shares purchased by it from Sellerthe Company, and the Company Purchaser will acquire the interest of Seller the Company in such Shares free and clear of any Encumbrance.

Holder of Shares; Title to Shares. Seller The Company holds and will hold or will issue at the Closing the Shares to be sold by Seller the Company hereunder, free and clear of any Encumbrance of any kindEncumbrance, other than pursuant to this Agreement; such Shares are or will be certificated and are not held in any securities account or by or through any securities intermediary within the meaning of the Uniform Commercial Code as in effect in the State of New York ("NYUCC"); Seller the Company has, and, at the Closing will have, full right, power and authority to holdhold or to issue, sell, transfer and deliver the Shares to be sold by Seller the Company pursuant to this Agreement, and upon delivery of such Shares and payment of the Purchase Price therefor as herein contemplated, assuming the Company such Purchaser has no written notice of any adverse claim, the Company Purchaser will be a protected purchaser (as defined in the NYUCC) with respect to the Shares purchased by it from Sellerthe Company, and the Company such Purchaser will acquire the interest of Seller the Company in such Shares free and clear of any Encumbrance.

Holder of Shares; Title to Shares. Seller holds and will hold at the Closing the Shares to be sold by Seller hereunder, free and clear of any Encumbrance of any kind, other than pursuant to this Agreement; such Shares are certificated and are not held in any securities account or by or through any securities intermediary within the meaning of the Uniform Commercial Code as in effect in the State of New York ("“NYUCC"”); Seller has, and, at the Closing will have, full right, power and authority to hold, sell, transfer and deliver the Shares to be sold by Seller pursuant to this Agreement, and upon delivery of such Shares and payment of the Purchase Price therefor as herein contemplated, assuming the Company has no written notice of any adverse claim, the Company will be a protected purchaser (as defined in the NYUCC) with respect to the Shares purchased by it from Seller, and the Company will acquire the interest of Seller in such Shares free and clear of any Encumbrance.