Common use of Valid Title Clause in Contracts

Valid Title. The Selling Stockholder has, and at the Closing Time will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Selling Stockholder, and as of the Closing Time, such Securities will be free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorizations and approvals required by law to enter into this 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 Securities;

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

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

Valid Title. The Such Selling Stockholder Shareholder has, and at the Closing Time will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 102 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the such Selling Stockholder, and as of the Closing Time, such Securities will be Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorizations authorization and approvals approval required by law law, to enter into this Agreement and, to the extent applicable to such Selling Shareholder, the Power of Attorney and Custody Agreements and to sell, transfer and deliver the Securities to be sold by the such Selling Stockholder Shareholder or a valid security entitlement in respect of such Securities;.

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

Valid Title. The Selling Stockholder hasis, and at the Closing Time and, if the Selling Stockholder is selling Option Securities, on each Date of Delivery, will havebe, valid title tothe record and beneficial owner of the Securities, or have a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Selling Stockholder, and as of the Closing Time, such Securities will be Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and has the legal right and power, and all authorizations authorization and approvals approval required by law law, to enter into this 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 Securities;.

Valid Title. The Selling Stockholder has, and at the each Closing Time Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 102 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Selling Stockholder, and as of the Closing Time, such Securities will be Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorizations authorization and approvals approval required by law law, to enter into this Agreement and the Power of Attorney and to sell, transfer and deliver the Securities to be sold by the Selling Stockholder or a valid security entitlement in respect of such Securities;.

Valid Title. The Such Selling Stockholder has, and at the each Closing Time Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 102 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the such Selling Stockholder, and as of the Closing Time, such Securities will be Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorizations authorization and approvals approval required by law law, to enter into this Agreement and, to the extent applicable to such Selling Stockholder, the Power of Attorney and Custody Agreements and to sell, transfer and deliver the Securities to be sold by the such Selling Stockholder or a valid security entitlement in respect of such Securities;.

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

Valid Title. The Such Selling Stockholder has, and at the Closing Time will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-501 102 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the such Selling Stockholder, and as of the Closing Time, such Securities will be Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorizations authorization and approvals approval required by law law, to enter into this Agreement and, to the extent applicable to such Selling Stockholder, the Power of Attorney and Custody Agreements and to sell, transfer and deliver the Securities to be sold by the such Selling Stockholder or a valid security entitlement in respect of such Securities;.