Common use of Valid Title Clause in Contracts

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder.

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder or a valid security entitlement in respect of such Selling StockholderSecurities.

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such The Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Stockholder or a valid security entitlement in respect of such Selling StockholderSecurities.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder Shareholder pursuant to this Agreement, free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder pursuant to this Agreement or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, Shareholder has valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time and each Date of Delivery will have, have (A) valid title to the Ordinary Shares underlying the Securities to be sold by such Selling Stockholder Shareholder, free and clear of all security interests, claims, liens, equities or other encumbrances and (B) the legal right and power, power and all authorization any authorizations and approval approvals required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder, free and clear of all security interests, claims, liens, equities or other encumbrances encumbrances, and has the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such The Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder has, has and at immediately prior to the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder has, and at the Closing Time and the relevant Date of Delivery will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder has, and at the Closing Time and on each Date of Delivery, if any, will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder has, has and at will have immediately prior to the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization authorizations and approval approvals required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, sell and transfer and deliver the Securities to be sold by such Selling StockholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder has, has and at immediately prior to the Closing Time will have, valid title to the Securities (or to a valid security entitlement in respect thereof) to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder.

Valid Title. Such Selling Stockholder has, and at At the Closing Time Time, such Selling Shareholder will have, valid title to the Securities (or to a security entitlement in respect thereof) to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances (other than restrictions upon transfer under Rule 144 of the Act) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement Agreement, and to sell, transfer and deliver the Securities to be sold by such the Selling StockholderShareholder.

Valid Title. Such Each Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder has, and at the Closing Time each Date of Delivery will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time each Date of Delivery will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder.

Valid Title. Such The Selling Stockholder has, and at the Closing Time each Settlement Date will have, valid title to the Securities Shares to be sold by such the Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities Shares to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such The Selling Stockholder has, and at the Closing Time and on each Date of Delivery will have, valid title to the Securities to be sold by such the Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Each Selling Stockholder Shareholder has, and at the Closing Time and at each Date of Delivery, will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder has, and at the Applicable Time and the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder.

Valid Title. Such Selling Stockholder has, and at the Closing Time as of each such Date of Delivery will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder has, and at the Closing Time and at each Date of Delivery, if any, will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder.

Valid Title. Such Selling Stockholder has, and at the Closing Time and each Date of Delivery, if any, will have, valid title to the such Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such the Selling StockholderShareholder.

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances (other than pursuant to this Agreement) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time and at each Date of Delivery, will have, valid title to the Securities to be sold by such the Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder or a valid security entitlement in respect of such Selling StockholderSecurities.

Valid Title. Such The Selling Stockholder has, and at the each Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by applicable law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such the Selling Stockholder.

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time Date will have, valid title to the Securities Shares to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities Shares to be sold by such Selling StockholderShareholder.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such The Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder free and clear of all security interests, claimscharges, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Stockholder or a “security entitlement” within the meaning of Section 8-501 of the Uniform Commercial Code as in effect in the State of New York (“UCC”) in respect of such Selling StockholderSecurities.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time and on each Date of Delivery, if any, will have, valid title to the Securities to be sold by such the Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such the Selling StockholderShareholder.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities Shares to be sold by such the Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder or a valid security entitlement in respect of such Selling StockholderShares.

Valid Title. Such The Selling Stockholder has, and at the Closing Time and any Date of Delivery will have, valid title to the Securities to be sold by such the Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Stockholder or a valid security entitlement in respect of such Selling StockholderSecurities.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances other than pursuant to this Agreement and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, valid title to owns the Securities to that will be sold by such Selling Stockholder to the Underwriter pursuant to this Agreement, and such Selling Stockholder will have valid title to such Securities, free and clear of all restrictions on transfer, liens, encumbrances, security interests, claimsequities and claims whatsoever, liens, equities except for restrictions imposed by federal or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholderstate or Blue Sky securities laws.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization authorizations and approval approvals required by law, to enter into this Agreement and the Power of Attorney to sell and Custody Agreement and to sell, transfer and deliver the Securities to be sold by the Selling Shareholder or a valid security entitlement in respect of such Selling StockholderSecurities.

Valid Title. Such Selling Stockholder has, and at the Closing Time and at any Date of Delivery will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder.

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, (1) valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and encumbrances, (2) the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder and (3) a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a “security entitlement” within the meaning of Section 8-501 of the Uniform Commercial Code as in effect in the State of New York (“UCC”) in respect of such Securities.

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities pursuant to this Agreement.

Valid Title. Such Selling Stockholder has, and at on the Closing Time Date will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholderencumbrances.

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, valid at Closing Time and at each Date of Delivery, if any, referred to in Section 2, good and marketable title to the Securities to be sold by such Selling Stockholder on such date, free and clear of all security interests, claims, liens, equities or other encumbrances encumbrances, and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and Agreement, the Power of Attorney and the Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold (including the Repurchase Shares) by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the Xxxx Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time and at such Date of Delivery will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholderencumbrances.

Valid Title. Such The Selling Stockholder has, and at the Closing Time will have, valid title to the Securities Shares to be sold by such the Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities Shares to be sold by the Selling Stockholder or a valid security entitlement in respect of such Selling StockholderShares.

Valid Title. Such Selling Stockholder has, and at the Closing Time and as of each Date of Delivery will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney (if applicable) and the Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder has, and at the Closing Time and at each applicable Date of Delivery (as defined below) will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder it free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right requisite corporate power and powerauthority, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder.

Valid Title. Such Selling Stockholder has, and at the Closing Time and, if applicable, such Date of Delivery will have, valid title to the Securities Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities Shares to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Shares.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder Shareholder hereunder, free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization authorizations and approval approvals required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such the Selling StockholderShareholder.

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid “security entitlement” within the meaning of Section 8-501 of the Uniform Commercial Code as in effect in the State of New York (“UCC”) in respect of such Securities.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time and on the Date of Delivery, if any, will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder has, and at the Closing Time Date will have, valid title to the Securities Offered Shares to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderEncumbrances.

Valid Title. Such Selling Stockholder has, and at the Closing Time and any Delivery Date, as the case may be, will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder.

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold to the Underwriters by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver to the Underwriters the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement (other than in the case of the Xxxx Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such the Selling StockholderShareholder.

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agency Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder Shareholder hereunder, free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization authorizations and approval approvals required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement Lock-up Letter and to sell, transfer and deliver the Securities to be sold by such the Selling StockholderShareholder.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder it free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right requisite corporate power and powerauthority, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such the Selling StockholderShareholder.

Valid Title. Such Selling Stockholder has, and at the Closing Time or at any Date of Delivery, will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, (1) valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and (2) the legal right necessary power and power, and all authorization and approval required by law, authority to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder.

Valid Title. Such The Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and law to sell, transfer and deliver the Securities to be sold by such Selling StockholderSecurities.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholders or a valid security entitlement in respect of such Securities.

Valid Title. Such The Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder at such time free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement Agreement, to the extent party thereto, and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder has, and at the Closing Time and as of each Date of Delivery will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and related Custody Agreement and to sell, assign, transfer and deliver the Securities to be sold by such Selling StockholderShareholder.

Valid Title. Such Selling Stockholder has, and at the Closing Time and as of each Date of Delivery will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such The Selling Stockholder has, and at the Closing Time and each Date of Delivery will have, valid title to the Securities to be sold by such the Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, valid title to the such Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder.

Valid Title. Such Selling Stockholder has, and at the Closing Time Time, will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder.

Valid Title. Such Selling Stockholder has, and at At the Closing Time Time, such Selling Shareholder will have, have valid title to the Securities to be sold by such Selling Stockholder Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances other than pursuant to this Agreement and other than those arising from the legal right and powerlock-up agreements contemplated by Section 5(l) hereof, and all authorization right, power and approval required by law, authority to enter into this Agreement and the Power of Attorney and the Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder it free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right requisite corporate power and powerauthority, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderShareholder.

Valid Title. Such The Selling Stockholder has, and at the Closing Time each Date of Delivery will have, valid title to the Securities to be sold by such the Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and power to sell, transfer and deliver the Securities to be sold by the Selling Stockholder or a valid security entitlement in respect of such Selling StockholderSecurities.

Valid Title. Such Selling Stockholder has, and at the Closing Time or at any Date of Delivery will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling StockholderStockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such The Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such the Selling Stockholder free and clear of all security interests, claims, liens, equities liens or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder.

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances (other than restrictions upon transfer under Rule 144 of the Act) and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder.

Valid Title. Such Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholderencumbrances.