Common use of Title to the Shares Clause in Contracts

Title to the Shares. Each of the Stockholders is the owner (both beneficially and of record) of the number of shares of Common Stock specified opposite such Stockholder's name on Exhibit A hereto and the Stockholders do not have any other rights of any nature to acquire any additional shares of Common Stock or any other shares of capital stock of the Company. Each of the Stockholders owns that number of shares of Common Stock specified opposite such Stockholder's name on Exhibit A hereto free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on Stockholder's voting rights, charges and other encumbrances of any nature whatsoever, and, except as provided in this Agreement, no Stockholder has appointed or granted any proxy, which appointment or grant is still effective, with respect to any of the Shares. Upon the exercise of the Stock Option and the delivery to Investor by the Stockholders of a certificate or certificates evidencing the Shares, Investor will receive good, valid and marketable title to the Shares, free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on Investor's voting rights, charges and other encumbrances of any nature whatsoever.

Title to the Shares. Each As of the Stockholders date hereof, such Stockholder is the record and beneficial owner (both beneficially and of record) of the number of shares of Class A Common Stock specified opposite and/or Class B Common Stock set forth beneath such Stockholder's name on Exhibit A hereto and the Stockholders do not have any other rights of any nature to acquire any additional shares of Common Stock or any other shares of capital stock signature page hereof. Such Shares are all the securities of the Company. Each Company owned, either of the Stockholders owns that number of shares of Common Stock specified opposite record or beneficially, by such Stockholder's name on Exhibit A hereto . The Shares owned by such Stockholder are owned free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, agreements, limitations on such Stockholder's voting rights, charges and other encumbrances of any nature whatsoever, and, except . Except as provided in this AgreementAgreement and the Irrevocable Proxy, no such Stockholder has not appointed or granted any proxy, which appointment or grant is still effective, with respect to the Shares owned by such Stockholder. At the Closing, such Stockholder will deliver good and valid title to such Stockholder's Shares free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal or other limitation on disposition or encumbrance of any kind, other than pursuant to this Agreement. Upon delivery of such Stockholder's Shares and payment of the Shares. Upon the exercise of the Stock Option and the delivery to Investor by the Stockholders of a certificate or certificates evidencing the SharesPurchase Price therefor as contemplated herein, Investor Parent will receive good, valid and marketable title to the such Shares, free and clear of all any pledge, lien, security interestsinterest, lienscharge, claimsclaim, pledgesequity, optionsoption, rights of first refusalproxy, agreements, limitations on Investor's voting rights, charges and other encumbrances restriction or encumbrance of any nature whatsoeverkind.