Common use of Interest in the Securities Clause in Contracts

Interest in the Securities. Such Selling Stockholder will be, at the time of delivery of such securities on the Closing Date, the record owner of the Securities to be sold by it hereunder free and clear of all liens, encumbrances, equities and claims, and has taken such action that is necessary to deliver the Securities on the Closing Date, and has full power and authority to sell its interest in the Securities. Assuming that each Underwriter acquires its interest in the Securities it has purchased from such Selling Stockholder without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (“UCC”)), each Underwriter that has purchased such Securities delivered on the Closing Date to The Depository Trust Company or other securities intermediary by making payment therefor as provided herein, and that has had such Securities credited to the securities account or accounts of such Underwriter maintained with The Depository Trust Company (“DTC”) or such other securities intermediary will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the UCC) to such Securities purchased by such Underwriter, and no action based on an adverse claim (within the meaning of Section 8-105 of the UCC) may be asserted against such Underwriter with respect to such Securities; for purposes of this representation, each Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities will have been registered in the name of Cede & Co. or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its charter, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) DTC will have made appropriate entries to the accounts of the several Underwriters on the records of DTC to credit such Securities to a securities account of each Underwriter maintained by DTC.