Common use of Security Entitlement Clause in Contracts

Security Entitlement. Subject to certain assumptions and qualifications, upon indication by book entry that the Offered Securities sold by the Selling Shareholders have been credited to a securities account maintained by the Representatives at DTC and payment therefor in accordance with this Agreement, the Representatives will acquire a securities entitlement on behalf of the several Underwriters with respect to the Offered Securities and, under the Uniform Commercial Code as in effect on the date of the opinion in the State of New York, no action based on an “adverse claim” (as defined in UCC Section 8-102) may be asserted against the Underwriters with respect to such security entitlement.