Common use of TITLE TO AND VALIDITY OF SHARES Clause in Contracts

TITLE TO AND VALIDITY OF SHARES. Seller now has, and on the Closing Date will have, good and marketable title to and unrestricted power to vote and sell the Shares, free and clear of any Lien and, upon purchase and payment therefor and delivery to Buyer thereof in accordance with the terms of this Agreement, Buyer will obtain good and marketable title to such Shares free and clear of any Lien. All Shares owned by Seller, beneficially and of record, have been duly authorized and validly issued and are fully paid and non-assessable. All Shares to be sold by Seller are registered in the name of Seller.

TITLE TO AND VALIDITY OF SHARES. Such Seller now has, and on the Closing Date will have, good and marketable title to and unrestricted power to vote and sell the Sharesshares of the Company designated as owned by such Seller opposite such Seller's name on SCHEDULE 2.01, free and clear of any Lien and, upon purchase and payment therefor and delivery to Buyer thereof in accordance with the terms of this Agreement, Buyer will obtain good and marketable title to such Shares free and clear of any Lien. All Shares shares of the Company owned by Seller, beneficially and of record, such Seller have been duly authorized and validly issued and are fully paid and non-assessable. All Shares shares of the Company to be sold by such Seller are registered in the name of such Seller.

TITLE TO AND VALIDITY OF SHARES. Such Seller now has, and on the Closing Date will have, good and marketable valid title to and unrestricted power to vote and sell (such sale being subject to applicable securities laws) the SharesShares designated as owned by such Seller opposite such Seller's name on SCHEDULE 2.01, free and clear of any Lien and, upon purchase and payment therefor and delivery to Buyer thereof in accordance with the terms of this Agreement, Buyer will obtain good and marketable valid title to such Shares free and clear of any Lien. All Shares owned by Seller, beneficially and of record, such Seller have been duly authorized and validly issued and are fully paid and non-assessable. All Shares to be sold by such Seller are registered in the name of such Seller.

TITLE TO AND VALIDITY OF SHARES. Seller now has, and on the Closing Date will have, good and marketable title to and unrestricted power to vote and sell transfer the SharesShares designated as owned by such Seller opposite such Seller's name on SCHEDULE 2.03, free and clear of any Lien and, upon purchase and payment therefor and delivery to Buyer thereof in accordance with the terms of this Agreement, Buyer will obtain good and marketable title to such Shares free and clear of any Lien. All Shares owned by Seller, beneficially and of record, such Seller have been duly authorized and validly issued and are fully paid and non-assessable. All Shares to be sold by such Seller are registered in the name of such Seller.

TITLE TO AND VALIDITY OF SHARES. The Seller now has, and on the Closing Date will have, good and marketable title to and unrestricted power to vote and sell the Shares designated as owned by the Seller opposite Seller's name on Schedule 1.01 (including, if any, the Employee Shares), free and clear of any Lien and, upon purchase and payment therefor and delivery to Buyer thereof in accordance with the terms of this Agreement, Buyer will obtain good and marketable title to such Shares free and clear of any Lien. All Shares owned by Seller, beneficially and of record, have been duly authorized and validly issued and are fully paid and non-assessable. All Shares to be sold by the Seller are registered in the name of such Seller. Seller has no claim against the Company or its subsidiary for any additional shares of capital stock or other compensation other than wages for the most recent pay period.

TITLE TO AND VALIDITY OF SHARES. Such Seller now has, and on the Closing Date will have, good and marketable title to and unrestricted power to vote and sell the SharesShares designated as owned by such Seller opposite such Seller's name on SCHEDULE 2.01, free and clear of any Lien and, upon purchase and payment therefor and delivery to Buyer thereof in accordance with the terms of this Agreement, Buyer will obtain good and marketable title to such Shares free and clear of any Lien. All Shares owned by Seller, beneficially and of record, such Seller have been duly authorized and validly issued and are fully paid and non-assessable. All Shares to be sold by such Seller are registered in the name of such Seller.

TITLE TO AND VALIDITY OF SHARES. Seller now has, and on the Closing Date will have, good and marketable title to and unrestricted power to vote and sell the SharesShares designated as owned by such Seller opposite such Seller's name on Schedule 2.1, free and clear of any Lien and, upon purchase and payment therefor and delivery to Buyer thereof in accordance with the terms of this Agreement, Buyer will obtain good and marketable title to such Shares free and clear of any Lien. All Shares owned by Seller, beneficially and of record, such Seller have been duly authorized and validly issued and are fully paid and non-assessable. All Shares to be sold by such Seller are registered in the name of such Seller.

TITLE TO AND VALIDITY OF SHARES. Such Seller now has, and on the Closing Date will have, good and marketable title to and unrestricted power to vote and sell the SharesShares designated as owned by such Seller opposite such Seller's name on Schedule 2.01, free and clear of any Lien and, upon purchase and payment therefor and delivery to Buyer thereof in accordance with the terms of this Agreement, Buyer will obtain good and marketable title to such Shares free and clear of any Lien. All Shares owned by Seller, beneficially and of record, such Seller have been duly authorized and validly issued and are fully paid and non-assessable. All Shares to be sold by such Seller are registered in the name of such Seller.