Common use of Participation in Transaction Clause in Contracts

Participation in Transaction. (a) The Parties agree to participate in the Transaction on the terms set forth in this Agreement. The Parties shall cooperate and proceed in good faith to (A) undertake due diligence with respect to the Company and its business; (B) engage in discussions with the Company regarding the Proposal; and (C) negotiate in good faith the terms of the Definitive Documents (including any waiver under the IRAs and the Poison Pill). Except as otherwise provided for hereunder, all actions taken by the Buyer Consortium in connection with the Transaction shall require consent of the Majority Initial Consortium Members. (b) In order to facilitate the foregoing and except as otherwise agreed, each Party hereby authorizes and delegates to Centurium and the Joint Advisors the primary responsibility for negotiating the terms of the Definitive Documents (including any waiver under the IRAs and the Poison Pill) with the Company (including the Special Committee) with respect to the Transaction; provided that any material term of the Transaction (each a “Material Term”), including without limitation, a proposed increase to the purchase price offered to the shareholders of the Company in the Transaction as set forth under the Proposal, any agreement or arrangement among the members of the Buyer Consortium prior to or after the Closing, any material term of the Merger Agreement and any debt financing arranged in connection with the Transaction, shall require the approval of the Majority Initial Consortium Members; provided further that Centurium shall consult with PWM in advance with respect to matters that may impact PWM’s reporting and disclosure under and its compliance with the Hong Kong Listing Rules. If any Party fails to reach agreement with the Majority Initial Consortium Members, such Party may withdraw from the Buyer Consortium; provided that if the foregoing failure under this Section 1.1(b) to reach agreement with respect to any Material Term by a Party continues for more than five (5) Business Days after a notice delivered by the Majority Initial Consortium Members to resolve such disagreement, then such Party shall withdraw from the Buyer Consortium unless otherwise agreed to by the Majority Initial Consortium Members.

Participation in Transaction. (a) The Parties agree Subject to participate in the Transaction on the terms and conditions set forth in this Agreement, each of the Parties agrees to participate in the Transaction. The Parties Co-Founders shall cooperate and proceed act in good faith to to: (A) undertake due diligence with respect to the Company and its business; (Bi) engage in discussions with the Company Special Committee regarding the Proposal; and (Cii) negotiate in good faith and finalize the terms of the Definitive Documents Agreements; and (including iii) take any waiver action or refrain from taking any action in order for Holdco or Merger Sub to comply with their respective obligations, satisfying the closing conditions or exercise their respective rights under the IRAs Definitive Agreements; provided, that the Co-Founders and their respective authorized Representatives and Advisors shall at all relevant times (1) obtain the Poison Pill). Except consents from the other Parties on any adjustment to the purchase price of the Transaction, (2) involve, copy or provide the other Parties, their authorized Representatives and Advisors a reasonable opportunity to participate in, as otherwise provided for hereunderapplicable, all actions taken by the Buyer Consortium in connection material discussions, negotiations and other communications with the Special Committee or the Company (whether in person, by email or telephone or otherwise) relating to the Transaction, (3) consult with the other Parties on all material terms of all Transaction shall require consent documentation, (4) circulate all drafts of the Majority Initial Consortium MembersTransaction documentation shared by or with the Special Committee or the Company, and (5) keep the other Parties reasonably informed of the status of discussions and negotiations with the Special Committee or the Company. (b) In order to facilitate the foregoing and except as otherwise agreed, each Party hereby authorizes and delegates to Centurium and the Joint Advisors Co-Founders the primary responsibility for negotiating and finalizing the terms of the Definitive Documents (including any waiver under the IRAs and the Poison Pill) Agreements with the Company (including the Special Committee) with respect to the Transaction; provided that any material term of the Transaction (each a “Material Term”), including without limitation, a proposed increase to the purchase price offered to the shareholders of the Company in the Transaction as set forth under the Proposal, any agreement or arrangement among the members of the Buyer Consortium prior to or after the Closing, any material term of the Merger Agreement and any debt financing arranged in connection with the Transaction, shall require the approval of the Majority Initial Consortium Members; provided further that Centurium shall consult with PWM in advance with respect to matters that may impact PWM’s reporting and disclosure under and its compliance with the Hong Kong Listing Rules. If if any Party fails to reach agreement with the Majority Initial Consortium Members, such Party may withdraw from the Buyer Consortium; provided that if the foregoing failure under this Section 1.1(b) to reach agreement Lead Investors with respect to any Material Term by a Party material term of the Transaction and such failure continues for more than five (5) Business Days after a notice delivered by the Majority Initial Consortium Members Lead Investors to resolve such disagreement, then such Party shall withdraw be deemed to have withdrawn from the Buyer Consortium unless otherwise agreed to by each of the Majority Initial Consortium MembersLead Investors. The Co-Founders shall also have the right (i) subject to Section 1.3(c), to adjust the number of Rollover Shares (as defined below) and/or the amount of Cash Contribution (as defined below) of any Party and update the Equity Contribution Schedule (as defined below), and (ii) to determine the number of Rollover Shares and the amount of Cash Contribution of an Additional Member pursuant to Section 1.4. (c) For the purposes of this Agreement, any action to be taken by the Co-Founders (other than those contemplated under Section 1.1(a)) shall, in each case, be taken only with the unanimous consent of both of the Co-Founders. (d) Each Party shall use its reasonable best efforts to execute a customary confidentiality agreement reasonably required by the Company in connection with gaining access to information with respect to the Company in connection with the Transaction.

Participation in Transaction. (a) The Parties agree Subject to participate in the Transaction on the terms and conditions set forth in this Agreement, each of the Parties agrees to participate in the Transaction. The Parties Lead Investor shall cooperate and proceed act in good faith to to: (Ai) undertake further due diligence with respect to the Company and its business, if necessary; (Bii) engage in discussions with the Company Special Committee regarding the Proposal; and (Ciii) negotiate in good faith and finalize the terms of the Definitive Documents Agreements; and (iv) take any action or refrain from taking any action in order for Holdco or Merger Sub to comply with their respective obligations, satisfying the closing conditions or exercise their respective rights under the Definitive Agreements; provided, that the Lead Investor and its authorized Representatives and Advisors shall at all relevant times (1) obtain the consents from each of the other Parties on all terms related to the purchase price of the Transaction (including any waiver under adjustment thereof), closing conditions, the IRAs structure or timing (including the long stop date) of the Transaction, termination provisions or termination fee or similar arrangement of the Definitive Agreements, (2) involve, copy or provide the other Parties, their authorized Representatives and the Poison Pill). Except Advisors a reasonable opportunity to participate in, as otherwise provided for hereunderapplicable, all actions taken by the Buyer Consortium in connection material discussions, negotiations and other communications with the Special Committee or the Company (whether in person, by email or telephone or otherwise) relating to the Transaction, (3) consult with the other Parties on all material terms of all Transaction shall require consent documentation, (4) circulate all drafts of the Majority Initial Consortium MembersTransaction documentation shared by or with the Special Committee or the Company and provide each Party with a reasonable period of time to review and comment on such Transaction documentation, and incorporate in good faith all additions, deletions or changes reasonably proposed by each Party in good faith, and (5) keep the other Parties reasonably informed of the status of discussions and negotiations with the Special Committee or the Company. (b) In order to facilitate the foregoing and except as otherwise agreedagreed and subject to proviso (1) of Section 1.1(a), each Party hereby authorizes and delegates to Centurium and the Joint Advisors Lead Investor the primary responsibility for negotiating and finalizing the terms of the Definitive Documents (including any waiver under the IRAs and the Poison Pill) Agreements with the Company (including the Special Committee) with respect to the Transaction; provided that any material term of the Transaction (each a “Material Term”), including without limitation, a proposed increase such Definitive Agreements shall have been provided to the purchase price offered Parties for review and comment pursuant to the shareholders of the Company in the Transaction as set forth under the Proposal, any agreement or arrangement among the members of the Buyer Consortium prior to or after the Closing, any material term of the Merger Agreement and any debt financing arranged in connection with the Transaction, shall require the approval of the Majority Initial Consortium MembersSection 1.1(a); provided further that Centurium shall consult with PWM in advance with respect to matters that may impact PWM’s reporting and disclosure under and its compliance with the Hong Kong Listing Rules. If if any Party fails to reach agreement with the Majority Initial Consortium Members, such Party may withdraw from the Buyer Consortium; provided that if the foregoing failure under this Section 1.1(b) to reach agreement Lead Investor with respect to any Material Term by a Party continues for more than five (5) Business Days after material term of the Definitive Agreements, the Lead Investor shall deliver a notice delivered by the Majority Initial Consortium Members to such Party to resolve such disagreement, following which such Party and the Lead Investor shall use reasonable efforts and discuss in good faith to resolve such disagreement, and if such disagreement remains unresolved for more than ten (10) Business Days after delivery of such notice, then such Party shall withdraw be deemed to have withdrawn from the Buyer Consortium unless otherwise agreed to by the Majority Initial Consortium MembersLead Investor. The Lead Investor shall also have the right (i) subject to Sections 1.4(b) and 1.4(d), to adjust the number of Rollover Shares (as defined below) and/or the amount of Cash Contribution (as defined below) of any Party and update the Equity Contribution Schedule (as defined below), and (ii) to determine the number of Rollover Shares and the amount of Cash Contribution of an Additional Member pursuant to Section 1.5. (c) Each Party shall use its commercially reasonable efforts to execute a customary confidentiality agreement reasonably required by the Company in connection with gaining access to information with respect to the Company in connection with the Transaction.

Participation in Transaction. (a) The Parties agree to participate in the Transaction on the terms set forth in this Agreement. The Parties Lead Investors shall cooperate and proceed in good faith to (Aand the other Parties shall cooperate with the Lead Investors to) (i) undertake due diligence with respect to the Company and its business, if required; (Bii) engage in discussions with the Company regarding the ProposalProposal and/or the Transaction; and (Ciii) negotiate in good faith and finalize the terms of the Definitive Documents Documents; and (including iv) take any waiver action or refrain from taking any action in order for Holdco or Merger Sub to comply with their respective obligations, satisfying the closing conditions or exercise their respective rights under the IRAs and the Poison Pill). Except as otherwise provided for hereunder, all actions taken by the Buyer Consortium in connection with the Transaction shall require consent of the Majority Initial Consortium MembersDefinitive Documents. (b) In order to facilitate the foregoing and except as otherwise agreed, each Party hereby authorizes and delegates to Centurium the Lead Investors and the Joint Advisors the primary responsibility for negotiating and finalizing the terms of the Definitive Documents (including any waiver under the IRAs and the Poison Pill) with the Company (including the Special Committee) with respect to the Transaction; provided that any material term of the Transaction (each a “Material Term”), including without limitation, a proposed increase to the purchase price offered to the shareholders of the Company in the Transaction as set forth under the Proposal, any agreement or arrangement among the members of the Buyer Consortium prior to or after the Closing, any material term of the Merger Agreement and any debt financing arranged in connection with the Transaction, shall require the approval of the Majority Initial Consortium Members; provided further that Centurium shall consult with PWM in advance with respect to matters that may impact PWM’s reporting and disclosure under and its compliance with the Hong Kong Listing Rules. If if any Party fails to reach agreement with the Majority Initial Consortium Members, such Party may withdraw from the Buyer Consortium; provided that if the foregoing failure under this Section 1.1(b) to reach agreement Lead Investors with respect to any Material Term by a Party material term of the Transaction and such failure continues for more than five (5) Business Days after a notice delivered by the Majority Initial Consortium Members Lead Investors jointly to resolve such disagreement, then such Party shall withdraw be deemed to have withdrawn from the Buyer Consortium unless otherwise agreed to by all of the Majority Initial Consortium MembersLead Investors. The Lead Investors shall also have the right (i) subject to Section 1.3(c), to adjust the number of Rollover Shares and/or the amount of Cash Contribution of any Party and update the Equity Contribution Schedule (as defined below), and (ii) to determine the number of Rollover Shares and the amount of Cash Contribution of an Additional Party pursuant to Section 1.4. (c) For the purposes of this Agreement, any action to be taken by “the Lead Investors” (other than those contemplated under Section 1.1(a)), including without limitation any agreement, approval, consent or determination, any notice to be delivered, any admission of any additional investor to the Buyer Consortium, or any adjustment of the number of Rollover Shares and/or the amount of Cash Contribution of any Party, shall, in each case, be taken only with the unanimous consent of all the Lead Investors.