Common use of Title to Shares Clause in Contracts

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriter.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriter.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriter.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares (including the Repurchase Shares) to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date Date, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriter.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunderhereunder (other than the Shares to be issued upon exercise of Stock Options), free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such Selling Stockholder has good and valid title to the Underwritten Shares to be sold at the Closing Date Date, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Underwritten Shares to be sold at the Closing Date Date, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Underwritten Shares and payment therefor pursuant hereto, good and valid title to such Underwritten Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date Date, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date Date, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date Date, by such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder Shareholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date Date, by such Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Additional Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Additional Closing Date, good and valid title to the Shares to be sold at the Additional Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriter.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of such Shares or the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriter.

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery deli- very of the certificates in book-entry form representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities security interests or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder, free and clear of all liens, encumbrances, equities security interests or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities security interests or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such Immediately prior to the Closing Date or the Additional Closing Date, as the case may be, each Selling Stockholder has Shareholder will have good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunderShareholder, free and clear or a valid security entitlement in respect of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such Selling StockholderShares, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates certificates, if any, representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date, Date good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder Shareholder will have, immediately prior to the Closing Date, Date good and valid title to the Shares to be sold at the Closing Date by such Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date Date, by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date Date, by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriter.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, hereunder free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares to the underwriters through the facilities of DTC and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date Date, by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date Date, by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon the delivery of the certificates representing and payment for such Shares and payment therefor pursuant heretoat the time of delivery hereunder, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates or transfer book-entry positions representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates or securities entitlements representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwritereach Underwriter who has purchased such Shares without notice of an adverse claim.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date Date, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriter.

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates in book-entry form representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such The Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder Shareholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such the Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Additional Closing Date by such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder Shareholder will have, immediately prior to the Additional Closing Date, Date good and valid title to the Shares to be sold at the Additional Closing Date by such Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery the updating of the certificates representing such Shares register of members of the Company and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date, Date good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder Shareholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date Date, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; claims and such Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date Date, by such Selling StockholderStockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriter.

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such the Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such the Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such the Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities encumbrances or adverse claims, will pass to the Underwriter.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, other than any such lien, encumbrance, equity or adverse claim created by or resulting from an action taken by the Underwriter, will pass to the Underwriter.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Additional Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Additional Closing Date, good and valid title to the Shares to be sold at the Additional Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, other than any such lien, encumbrance, equity or adverse claim created by or resulting from an action taken by any Underwriter, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, assuming due issuance of any Shares to be issued upon exercise of Employee Options, good and valid title to the Shares to be sold at the Closing Date Date, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, have good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares (if any) and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriter.

Title to Shares. Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, Date good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriter.

Title to Shares. Such Selling Stockholder Shareholder has good and valid title to the Shares to be sold at the Closing Date by such Selling Stockholder Shareholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder Shareholder will have, immediately prior to the Closing Date, good and valid title to the Shares to be sold at the Closing Date by such the Selling StockholderShareholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.

Title to Shares. Such The Selling Stockholder has good and valid title to the Shares to be sold at the Option Closing Date by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date, Date good and valid title to the Shares to be sold at the Option Closing Date by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the Underwriterseveral Underwriters.