Common use of Title to Shares to be Sold Clause in Contracts

Title to 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, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) to, all of the Shares, free and clear of all security interests, claims, liens, equities or other encumbrances, subject to sale 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 Shares which may be sold by such Selling Shareholder pursuant to this Agreement and to comply with its other obligations hereunder. Upon payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), (i) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares (iii) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such 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 applicable organizational documents, 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 entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares to be Sold. Such With respect to each Selling Shareholder hasStockholder who holds Shares to be sold in the offering in certificated form, and such Selling Stockholder is, on the First Closing Date and each applicable Option on any Subsequent Closing Date (as defined below) will haveDate, the record and beneficial owner of, and has good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) to, all of the Shares, Shares free and clear of all security interestsliens, claims, liensencumbrances, equities or other encumbrances, subject to sale by such Selling Shareholder pursuant to this Agreement on such date claims and the legal right and power to sell, transfer and deliver all of the Shares which may be sold by such Selling Shareholder pursuant to this Agreement and to comply with its other obligations hereunder. Upon payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of has duly indorsed such Shares in the name of Cede or such other nominee blank, and the crediting of such Shares on the books of DTC to securities accounts of assuming that the Underwriters (assuming that neither DTC nor any such Underwriter has acquire their interest in the Shares they have purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), such Underwriters that have purchased Shares delivered on the date hereof to the Depository Trust Company (i"DTC") DTC shall be a “protected purchaser” by making payment therefor, as provided herein, and that have had such Shares credited to the securities account or accounts of such Shares Underwriters maintained with DTC will have acquired a security entitlement (within the meaning of Section 8-303 102(a)(17) of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of to such Shares (iii) purchased by such Underwriters, and no action based on any “an adverse claim”, may be asserted against such Underwriters with respect to such Shares. With respect to each Selling Stockholder who holds Shares through DTC, such Selling Stockholder has a security entitlement (within the meaning of Section 8-102 102(a)(17) of the UCC) to, and has good and valid beneficial ownership of, the Shares maintained in a securities account on the books of free and clear of any action that may be asserted based on an adverse claim with respect to such security entitlement, and assuming that the Underwriters acquire their interest in the Shares they have purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), upon the crediting of such Shares to the securities account of such Underwriters maintained with DTC and payment therefor by such Underwriters, as provided herein, such Underwriters will have acquired a security entitlement to such Shares, and no action based on any adverse claim may be asserted against the such Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such 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 applicable organizational documents, 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 entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares to be Sold. Such With respect to each Selling Shareholder hasStockholder who holds Shares to be sold in the offering in certificated form, and such Selling Stockholder is, on the First Closing Date and each applicable Option on any Subsequent Closing Date (as defined below) will haveDate, the record and/or beneficial owner of, and has good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) to, all of the Shares, Shares free and clear of all security interestsliens, claims, liensencumbrances, equities or other encumbrances, subject to sale by such Selling Shareholder pursuant to this Agreement on such date claims and the legal right and power to sell, transfer and deliver all of the Shares which may be sold by such Selling Shareholder pursuant to this Agreement and to comply with its other obligations hereunder. Upon payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of has duly indorsed such Shares in the name of Cede or such other nominee blank, and the crediting of such Shares on the books of DTC to securities accounts of assuming that the Underwriters (assuming that neither DTC nor any such Underwriter has acquire their interest in the Shares they have purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Shares), such Underwriters that have purchased Shares delivered on the date hereof to the Depository Trust Company (i“DTC”) DTC shall be a “protected purchaser” by making payment therefor, as provided herein, and that have had such Shares credited to the securities account or accounts of such Shares Underwriters maintained with DTC will have acquired a security entitlement (within the meaning of Section 8-303 102(a)(17) of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of to such Shares (iii) purchased by such Underwriters, and no action based on any “an adverse claim”, may be asserted against such Underwriters with respect to such Shares. With respect to each Selling Stockholder who holds Shares through DTC, such Selling Stockholder has a security entitlement (within the meaning of Section 8-102 102(a)(17) of the UCC) to, and has good and valid beneficial ownership of, the Shares maintained in a securities account on the books of American Stock Transfer & Trust Company free and clear of any action that may be asserted based on an adverse claim with respect to such security entitlement, and assuming that the Underwriters acquire their interest in the Shares they have purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), upon the crediting of such Shares to the securities account of such Underwriters maintained with DTC and payment therefor by such Underwriters, as provided herein, such Underwriters will have acquired a security entitlement to such Shares, and no action based on any adverse claim may be asserted against the such Underwriters with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such 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 applicable organizational documents, 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 entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Title to Shares to be Sold. Such (i) To the extent that the Shares of any Selling Shareholder hasare held through the facilities of DTC, and on the First Closing Date and each applicable Option Closing Date such Selling Shareholder has a security entitlement (as defined below) will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 102(a)(17) of the New York Uniform Commercial Code (the “UCC”) to, all and has good and valid beneficial ownership of, the Shares maintained in a securities account on the books of the SharesCustodian, or, in the case of Xxxxx Xxxxx, in a securities account on the books of Maxim Group, LLC, free and clear of all any action that may be asserted based on an adverse claim with respect to such security interestsentitlement, claims, liens, equities or other encumbrances, subject to sale by such Selling Shareholder pursuant to this Agreement on such date and assuming that the legal right and power to sell, transfer and deliver all of Underwriters acquire their interest in the Shares which may be sold by such Selling Shareholder pursuant to this Agreement and to comply with its other obligations hereunder. Upon payment for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Shares in the name of Cede or such other nominee and the crediting of such Shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such Underwriter has they have purchased without notice of any adverse claim (within the meaning of Section 8-105 of the UCC) ), upon the crediting of such Shares to the securities account of such Underwriters maintained with DTC and payment therefor by such Underwriters, as provided herein, such Underwriters will have acquired a security entitlement to such Shares), and no action based on any adverse claim may be asserted against such Underwriters with respect to such security entitlement. (iii) DTC shall be a “protected purchaser” To the extent that the Shares of any Selling Shareholder are held in certificated form, such Selling Shareholder is the record and beneficial owner of the Shares free and clear of any security interest, mortgage, pledge, lien, encumbrance or other claim and has duly endorsed such securities in blank, and assuming that each Underwriter acquires its interest in the securities it has purchased without notice of any adverse claim (within the meaning of Section 8-303 105 of the UCC), (ii) under Section 8-501 each Underwriter that has purchased securities delivered on the date hereof to DTC by making payment therefor, as provided herein, and that has had such securities credited to the securities account or accounts of the UCC, the Underwriters such Underwriter maintained with DTC will acquire have acquired a valid security entitlement in respect of such Shares (iii) no action based on any “adverse claim”, within the meaning of Section 8-102 102(a)(17) of the UCC, ) to such Shares securities purchased by such Underwriter, and no action based on an adverse claim, may be asserted against the Underwriters such Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such 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 applicable organizational documents, 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 entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCCsecurities.