Common use of Security Entitlement Clause in Contracts

Security Entitlement. The Selling Shareholder has full right, -------------------- power and authority to hold and transfer its interests in its security entitlement (within the meaning of Section 8-501 of the Uniform Commercial Code as in effect in the State of New York (the "NYUCC")) with respect to the Selling Shareholder Initial Securities to be sold by the Selling Shareholder hereunder. Upon the payment of the purchase price for the Selling Shareholder Initial Securities and the crediting by DTC of the Selling Shareholder Initial Securities to the securities account of the Representative with DTC, each of the Underwriters will acquire a valid security entitlement (within the meaning of Section 8-501 of the NYUCC) in respect of the Selling Shareholder Initial Securities to be purchased by it, and no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on an adverse claim to such Selling Shareholder Initial Securities may be successfully asserted against the Underwriters under the NYUCC.

Security Entitlement. The Selling Shareholder has full right, -------------------- power and authority to hold and transfer its interests in its security entitlement (within the meaning of Section 8-501 of the Uniform Commercial Code as in effect in the State of New York (the 10 16 "NYUCC")) ), with respect to the Selling Shareholder Initial Securities to be sold by the Selling Shareholder hereunder. Upon the payment of the purchase price for the Selling Shareholder Initial Securities and the crediting by DTC of the Selling Shareholder Initial Securities to the securities account of the Representative with DTC, each of the Underwriters will acquire a valid security entitlement (within the meaning of Section 8-501 of the NYUCC) in respect of the Selling Shareholder Initial Securities to be purchased by it, and no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on an adverse claim to such Selling Shareholder Initial Securities may be successfully asserted against the Underwriters under the NYUCC.