Common use of Security Entitlement Clause in Contracts

Security Entitlement. Such Selling Stockholder has, and on the Closing 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 Offered 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 (i) to sell, transfer and deliver the Offered Securities to be sold by such Selling Stockholder or (ii) to originate an entitlement order with respect to a security entitlement in respect of such Offered Securities.

Security Entitlement. Such Selling Stockholder has, and on the Optional Closing 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 Offered Optional 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 (i) to sell, transfer and deliver the Offered Optional Securities to be sold by such Selling Stockholder or (ii) to originate an entitlement order with respect to a security entitlement in respect of such Offered Optional Securities.