Common use of Parfield’s Sale of Ordinary Shares Prior to Closing Clause in Contracts

Parfield’s Sale of Ordinary Shares Prior to Closing. Notwithstanding anything to the contrary provided herein, the Parties acknowledge and agree that Parfield and its Affiliates shall sell to Centurium or any of its Affiliates, and Centurium shall purchase, or shall cause any of its Affiliates to purchase, from Parfield and its Affiliates up to 700,000 Ordinary Shares of the Company pursuant to a share purchase agreement among Parfield, its Affiliates and Centurium (or such Affiliate) entered on the date hereof (the “Parfield SPA”). The Ordinary Shares to be sold by Parfield and its Affiliates pursuant to the Parfield SPA shall be referred to hereafter as “Parfield Pre-Closing Sale Shares.” For the purposes of this Agreement, the Rollover Securities of Centurium shall be deemed to include the Parfiled Pre-Closing Sale Shares; provided that Centurium shall have no obligations to contribute under Section 1.3(b) and Article V with respect to the Parfield Pre-Closing Sale Shares until the Parfield Pre-Closing Sale is completed. ARTICLE V ROLLOVER SECURITIES

Appears in 3 contracts

Samples: Consortium Agreement (Centurium Capital Partners 2018, L.P.), Consortium Agreement (Centurium Capital Partners 2018, L.P.), Consortium Agreement (PW Medtech Group LTD)

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Parfield’s Sale of Ordinary Shares Prior to Closing. Notwithstanding anything to the contrary provided herein, the Parties acknowledge and agree that Parfield and its Affiliates shall sell to Centurium or any of its Affiliates, and Centurium shall purchase, or shall cause any of its Affiliates to purchase, from Parfield and its Affiliates up to 700,000 Ordinary Shares of the Company pursuant to a share purchase agreement among Parfield, its Affiliates and Centurium (or such Affiliate) entered on the date hereof (the “Parfield SPA”). The Ordinary Shares to be sold by Parfield and its Affiliates pursuant to the Parfield SPA shall be referred to hereafter as “Parfield Pre-Closing Sale Shares.” For the purposes of this Agreement, the Rollover Securities of Centurium shall be deemed to include the Parfiled Pre-Closing Sale Shares; provided that Centurium shall have no obligations to contribute under Section 1.3(b) and Article V with respect to the Parfield Pre-Closing Sale Shares until the Parfield Pre-Closing Sale is completed. ARTICLE V ROLLOVER SECURITIES.

Appears in 1 contract

Samples: Consortium Agreement (Parfield International LTD)

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