Common use of Valid Title Clause in Contracts

Valid Title. The Selling Shareholder is, and at the Closing Time and each Date of Delivery will be, the beneficial owner of the Securities to be sold by the Selling 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 to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each or a Date of Delivery (as defined below), as applicable will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery Delivery, will behave, the beneficial owner of valid title to the Securities (or to a security entitlement in respect thereof) to be sold by the such Selling 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 to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Selling Shareholder is, and at At the Closing Time and and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery Delivery, such Selling Shareholder will behave, the beneficial owner of valid title to the Securities (or to a security entitlement in respect thereof) to be sold by the such Selling 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 to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder isStockholder has, and at the Closing Time and each on a Date of Delivery Delivery, will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling Shareholder 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 to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect Stockholder at such Date of Delivery the legal right and power, and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such SecuritiesSelling Stockholder at such Date of Delivery.

Valid Title. The Selling Shareholder ishas, and at the Closing Time and at each Date of Delivery Delivery, will behave, the beneficial owner of valid title to the Securities to be sold by the Selling 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 to sell, transfer and deliver its interest in the Securities to be sold by such the Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Selling Shareholder is, and at the Closing Time Time, and each such Date of Delivery if applicable, will be, the beneficial owner of have valid title to the Securities to be sold by the Selling 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 to sell, transfer and deliver its interest in the Securities to be sold by such the Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Selling Shareholder ishas, and at the Closing Time and on each Date of Delivery Delivery, if any, will behave, the beneficial owner of valid title to the Securities to be sold by the Selling 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 to sell, transfer and deliver its interest in the Securities to be sold by such the Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each and, if such Selling Shareholder is selling Option Securities on a Date of Delivery Delivery, at each such Date of Delivery, will behave, the beneficial owner of valid title to the Securities (or to a security entitlement in respect thereof) to be sold by the such Selling 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 to sell, transfer and deliver its interest in the Securities (or a security entitlement in respect thereof) to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and at each Date of Delivery will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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 to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Such Selling Shareholder isStockholder has, and at the Closing Time and each and, if such Selling Stockholder is selling Option Securities on a Date of Delivery Delivery, as of each such Date of Delivery, will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling Shareholder 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesStockholder.

Valid Title. The Each Selling Shareholder ishas, and at the Closing Time and at each Date of Delivery Delivery, will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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 to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and at each Date of Delivery will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each and, if such Selling Shareholder is selling Option Securities on a Date of Delivery Delivery, as of each such Date of Delivery, will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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 to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Such Selling Shareholder isShareholders have, and at the Closing Time and each Date of Delivery will be, have (A) valid title to the beneficial owner of Ordinary Shares underlying the Securities to be sold by the such Selling Shareholder Shareholders, 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 Deposit Agreement and to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholders.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each the applicable Date of Delivery will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each any Date of Delivery will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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, in the case of the Vertical Entities, and the Custody Agreement, in the case of each Selling Shareholder, and to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each and, if such Selling Shareholder is selling Option Securities on a Date of Delivery Delivery, as of each such Date of Delivery, will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling Shareholder or a valid security entitlement in respect of such Securities, 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 Custody Agreement and to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Selling Shareholder ishas, and at the Closing Time and and, if applicable, each Date of Delivery Delivery, will behave, the beneficial owner of valid title to the Securities to be sold by the Selling 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, the Lock-up Letter and the Custody Agreement and to sell, transfer and deliver its interest in the Securities to be sold by such the Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each will have, and, if the Selling Shareholder is selling Option Securities on a Date of Delivery will beDelivery, the beneficial owner as of each such Date of Delivery, valid title to the Securities to be sold by the such Selling 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each Date of Delivery will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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 (to the extent a party thereto) and the Custody Agreement (to the extent a party thereto) and to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each or the Date of Delivery Delivery, as applicable, will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Selling Shareholder ishas, and at the Closing Time and on each Date of Delivery will behave, the beneficial owner of valid title to the Securities to be sold by the Selling 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 to sell, transfer and deliver its interest in the Securities to be sold by such the Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Selling Shareholder ishas, and at the Closing Time and at each Date of Delivery will behave, the beneficial owner of valid title to the Securities to be sold by the Selling 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 to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Selling Shareholder ishas, and at the Closing Time and each (and, if any Option Securities are purchased, on the Date of Delivery Delivery) will behave, the beneficial owner of valid title to the Securities to be sold by the Selling 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 Custody Agreement and to sell, transfer and deliver its interest in the Securities to be sold by such the Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and at each Date of Delivery Delivery, will behave, the beneficial owner of valid title to the Securities (or to a security entitlement in respect thereof) to be sold by the such Selling 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 to sell, transfer and deliver its interest in the Securities (or a security entitlement in respect thereof) to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each on the Date of Delivery Delivery, if any, will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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 to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Such Selling Shareholder isholds, and at the Closing Time and each Date of Delivery will behold, the beneficial owner of the Securities and/or Option Shares to be sold by the such Selling Shareholder free and clear of all security interests, adverse claims, liens, equities or other encumbrances and has and at each Date of Delivery will have 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder isStockholder has, or prior to the Closing Time, will have, and at the Closing Time and each (or the Date of Delivery Delivery, if applicable) will behave, the beneficial owner of valid title to the Securities to be sold to the Underwriters by the such Selling Shareholder 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 to sell, transfer and deliver its interest in to the Underwriters the Securities to be sold by such Selling Shareholder Stockholder or a valid security entitlement in respect of such Securities.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each and, if such Selling Shareholder is selling Option Securities on a Date of Delivery Delivery, as of each such Date of Delivery, will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder isStockholder has, and at the Closing Time Time, and if such Selling Stockholder is selling Option Securities on a Date of Delivery, at each such Date of Delivery (if any), will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling Shareholder 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 Agreements and to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesStockholder.

Valid Title. The Such Selling Shareholder isStockholder has, and at the Closing Time and will have, and, if such Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling Shareholder 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesStockholder.

Valid Title. The Such Selling Shareholder isStockholder has, and at the Closing Time and and, if such Selling Stockholder is selling Option Securities on a Date of Delivery, at each Date of Delivery Delivery, will behave, the beneficial owner of valid title to the Securities (or to a security entitlement in respect thereof) to be sold by the such Selling Shareholder 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 to sell, transfer and deliver its interest in the Securities (or a security entitlement in respect thereof) to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesStockholder.

Valid Title. The Selling Shareholder ishas, and at the Closing Time and each or the relevant Date of Delivery will Delivery, as the case may be, the beneficial owner of will have, valid title to the Securities to be sold by the Selling 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 its interest in the Securities to be sold by such the Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each on the Date of Delivery will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Selling Shareholder ishas, and at the Closing Time and each and, if applicable, on the Date of Delivery will behave, the beneficial owner of valid title to the Securities to be sold by the Selling 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 to sell, transfer and deliver its interest in the Securities to be sold by such the Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Selling Shareholder isStockholder has, and at the Closing Time and each and, if the Selling Stockholder is selling Option Securities on a Date of Delivery Delivery, as of each such Date of Delivery, will behave, the beneficial owner of valid title to the Securities to be sold by the Selling Shareholder Stockholder 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 to sell, transfer and deliver its interest in the Securities to be sold by such the Selling Shareholder Stockholder or a valid security entitlement in respect of such Securities.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each the applicable Date of Delivery Delivery, will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each applicable Date of Delivery will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time Time, and each will have, at any applicable Date of Delivery will beDelivery, the beneficial owner of the valid title to such Securities to be sold by the such Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, power and all authorization and approval required by law, to enter into this Agreement and to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of Shareholder; and such SecuritiesSecurities are duly authorized, validly issued, fully paid and non-assessable.

Valid Title. The Selling Shareholder ishas, and at the Closing Time and each Date of Delivery will be, have (A) valid title to the beneficial owner of Ordinary Shares underlying the Securities to be sold by the Selling Shareholder 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 Deposit Agreement and to sell, transfer and deliver its interest in the Securities to be sold by such the Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each will have, and, if the Selling Shareholder is selling Option Securities on a Date of Delivery Delivery, as of each such Date of Delivery, will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each applicable Date of Delivery will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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 to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder isStockholder has, and at the Closing Time and and, if such Selling Stockholder is selling Option Securities on a Date of Delivery, at each Date of Delivery Delivery, will behave, the beneficial owner of valid title to the Securities (or to a security entitlement in respect thereof) to be sold by the such Selling Shareholder 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 to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesStockholder.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each Date of Delivery will behave, (A) valid title to the beneficial owner of Ordinary Shares underlying the Securities to be sold by the such Selling 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 authorizations and approval approvals required by law, law to enter into this Agreement, the Power of Attorney and the Custody Agreement and to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and at each applicable Date of Delivery (as defined below) will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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 to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each Date of Delivery will be, have (A) valid title to the beneficial owner of Ordinary Shares underlying the Securities to be sold by the such Selling Shareholder 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, the Deposit Agreement, the Power of Attorney and the Custody Agreement and to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder isStockholder has, and at the Closing Time and each and, if applicable, such Date of Delivery will behave, valid title to the beneficial owner of the Securities Shares to be sold by the such Selling Shareholder 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 its interest in the Securities Shares to be sold by such Selling Shareholder Stockholder or a valid security entitlement in respect of such SecuritiesShares.

Valid Title. The Selling Shareholder ishas, and at the Closing Time and on each Date of Delivery will behave, the beneficial owner of valid title to the Securities to be sold by the Selling 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 to sell, transfer and deliver its interest in the Securities to be sold by such the Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each at any Date of Delivery will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securitiesthe manner provided in this Agreement.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery Delivery, will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling 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 to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Each Selling Shareholder ishas, and at the Closing Time and each Date of Delivery will behave, the beneficial owner of valid title to the Securities to be sold by the each Selling 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 to sell, transfer and deliver its interest in the Securities to be sold by such each Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Such Selling Shareholder isStockholder has, and at the Closing Time and and, if the Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery will behave, the beneficial owner of valid title to the Securities to be sold by the such Selling Shareholder Stockholder free and clear of all security interests, claims, liensLiens, 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesStockholder.