Title to Offered Shares to be Sold. Such Selling Stockholder has, and on the First Closing Date and each applicable Option Closing Date (as defined below) will have, good and valid title to all of the Offered Shares subject to sale by such Selling Stockholder pursuant to this Agreement on such date and the legal right and power to sell, transfer and deliver all of the Offered Shares which may be sold by such Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder.
Title to Offered Shares to be Sold. Upon payment for the Offered Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Offered Shares, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Offered Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to the securities account of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Shares), (A) DTC shall be a “protected purchaser” of such Offered Shares within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, the Underwriter will acquire a valid security entitlement in respect of such Offered Shares and (C) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Offered Shares may be asserted against the Underwriter with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Offered Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, 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) appropriate entry to the account of the Underwriter on the records of DTC will have been made pursuant to the UCC.
Title to Offered Shares to be Sold. Such Selling Stockholder has, and on the First Closing Date and each applicable Option Closing Date (as defined below) will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, all of the Offered Shares subject to sale by such Selling Stockholder pursuant to this Agreement on such date and the legal right and power to sell, transfer and deliver all of the Offered Shares which may be sold by such Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder.
Title to Offered Shares to be Sold. Such Selling Stockholder has good and valid title to all of its shares of Series E Convertible Preferred Stock, which will automatically be converted into Offered Shares on the First Closing Date (as defined below). On the First Closing Date, such Selling Stockholder will have good and valid title to all of the Offered Shares, which may be sold by such Selling Stockholder pursuant to this Agreement on such date and the legal right and power to sell, transfer and deliver all of the Offered Shares, which may be sold by such Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder and thereunder.
Title to Offered Shares to be Sold. The Selling Stockholder has, and on the First Closing Date will have, good and valid title to all of the Secondary Shares which may be sold by the Selling Stockholder pursuant to this Agreement on such date and the legal right and power to sell, transfer and deliver all of the Secondary Shares that may be sold by the Selling Stockholder pursuant to this Agreement and to comply with its other obligations hereunder; provided that no representation is made as to compliance with state securities or “blue sky’ laws, foreign securities laws or the NASD review of the offering of the Secondary Shares.
Title to Offered Shares to be Sold. Such Selling Shareholder has, and on the First Closing Date and each applicable Option Closing Date (as defined below) will have, good and valid title to all of the Offered Shares which may be sold by such Selling Shareholder pursuant to this Agreement on such date and the legal right and power to sell, transfer and deliver all of the Offered Shares which may be sold by such Selling Shareholder pursuant to this Agreement and to comply with its other obligations hereunder and thereunder; provided that Xxxxxxx X. Xxxxx, one of the Selling Shareholders, will only have good and valid title to the Offered Shares which he is offering upon the conversion of the $1 million in aggregate principal amount of the Company's 6.75% convertible subordinated debentures which he holds and which conversion will occur prior to the First Closing Date.
Title to Offered Shares to be Sold. Such Selling Stockholder has, and on the First Closing Date and each applicable Option Closing Date (as defined below) will have valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Offered Shares to be sold by such Selling Stockholder pursuant to this Agreement free of all adverse claims (within the meaning of Section 8-102 of the UCC) and the legal right and power, and all authorization and approval required by applicable law to enter into this Agreement, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Offered Shares to be sold by such Selling Stockholder pursuant to this Agreement or a security entitlement in respect of such Offered Shares.
Title to Offered Shares to be Sold. The Selling Stockholders named in Schedule A-1 and Schedule A-2 have, and on the First Closing Date and each applicable Option Closing Date (as defined below) the Selling Stockholders named in Schedule A-1 and Schedule A-2 (and on each applicable Option Closing Date (as defined below) the Selling Stockholders named in Schedule A-3) will have valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Offered Shares to be sold by such Selling Stockholder pursuant to this Agreement free of all adverse claims (within the meaning of Section 8-102 of the UCC) and the legal right and power, and all authorization and approval required by applicable law to enter into this Agreement and, in the case of the Selling Stockholders named in Schedule A-1 and Schedule A-3, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Offered Shares to be sold by such Selling Stockholder pursuant to this Agreement or a security entitlement in respect of such Offered Shares.
Title to Offered Shares to be Sold. (i) Except to the extent such Selling Shareholder is exercising stock options or warrants (each, a “Convertible Security”) in connection with the Offered Shares to be sold by such Selling Shareholder hereunder, such Selling Shareholder has valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, all of the Offered Shares subject to sale by such Selling Shareholder and (ii) to the extent such Selling Shareholder is exercising Convertible Securities in connection with the Offered Shares to be sold by such Selling Shareholder hereunder, such Selling Shareholder has valid title to such Convertible Securities. On the First Closing Date and each applicable Option Closing Date, such Selling Shareholder will have valid title to all of the Offered Shares subject to sale by such Selling Shareholder pursuant to this Agreement on such date free and clear of any adverse claim within the meaning of Section 8-102 of the New York Uniform Commercial Code and the legal right and power to sell, transfer and deliver all of the Offered Shares which may be sold by such Selling Shareholder pursuant to this Agreement and to comply with its other obligations hereunder.
Title to Offered Shares to be Sold. The Selling Stockholders named in Schedule A-1 and Schedule A-2 have, and on the First Closing Date and each applicable Option Closing Date (as defined below) The Selling Stockholders named in Schedule X-0, Xxxxxxxx X-0 and Schedule A-3 will have valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Offered Shares to be sold by such Selling Stockholder pursuant to this Agreement free of all adverse claims (within the meaning of Section 8-102 of the UCC) and the legal right and power, and all authorization and approval required by applicable law to enter into this Agreement and, in the case of the Selling Stockholders named in Schedule A-1 and Schedule A-3, the Custody Agreement and the Power of Attorney and to sell, transfer and deliver the Offered Shares to be sold by such Selling Stockholder pursuant to this Agreement or a security entitlement in respect of such Offered Shares.
