Common use of Certificates Suitable for Transfer Clause in Contracts

Certificates Suitable for Transfer. Prior to the Closing Time, the Securities to be sold by such Selling Shareholder pursuant to this Agreement will be certificated securities in registered form and will not be held in any securities account or by or through any securities intermediary within the meaning of the Uniform Commercial Code as in effect in the State of New York (the “UCC”). Prior to the Closing Time, certificates for all of the Securities to be sold by such Selling Shareholder pursuant to this Agreement, in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank with signatures guaranteed, will have been placed in custody with the Custodian (in the form of shares of Class A Common Stock) with irrevocable conditional instructions to deliver such Securities (in the form of Class A Common Stock) to the Underwriter pursuant to this Agreement.