Common use of Prohibition on Acquisition, Transfer, etc Clause in Contracts

Prohibition on Acquisition, Transfer, etc. (a) Subject to the terms of this Agreement (including Section 4.9 and Section 4.10), each Party represents, covenants and agrees that during the Exclusivity Period (i) it will not, and it will cause its Affiliates not, Transfer any of its Covered Securities, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein, unless such Transfer (x) is a Permitted Transfer, or (y) has been previously approved in writing by the Majority Initial Consortium Members; (ii) it will not, and it will cause its Affiliates not, acquire Beneficial Ownership of any Additional Company Securities, except upon grant of Company Restricted Shares by the Company under the Share Incentive Plans after the date hereof or upon exercise of Company Options granted or to be granted by the Company under the Share Incentive Plans, or upon settlement of the Existing Derivative Transaction, without prior written consent of the Majority Initial Consortium Members; and (iii) it has not, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), entered into any swap, option, warrant, forward purchase or sale, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction), or a combination of any such transactions, in each case involving any Company Securities (any such transaction, a “Derivative Transaction”), except for the Derivative Transaction that has been disclosed to each Initial Consortium Member on or prior to the date hereof (the “Existing Derivative Transaction”), and will not enter into any Derivative Transaction after the date hereof without prior written consent of the Majority Initial Consortium Members. (b) With respect to each Party, subject to the PWM Existing Lien (in respect of PWM) and the Parfield Existing Lien (in respect of Parfield), this Agreement and the obligations hereunder shall attach to the Covered Securities and shall be binding upon any person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, the Party’s successors or assigns. Subject to the PWM Existing Lien (in respect of PWM) and the Parfield Existing Lien (in respect of Parfield), no Party may request that the Company register the Transfer of (book-entry or otherwise) any or all of the Covered Securities (whether represented by a certificate or uncertificated), unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Securities, the transferor shall remain liable for the performance of all of the obligations of the Party under this Agreement.

Prohibition on Acquisition, Transfer, etc. (a) Subject to the terms of this Agreement (including Section 4.9 and Section 4.10)Agreement, each Party the Investor represents, covenants and agrees that during from and after the Exclusivity Period date hereof until the Expiration Time, (i) it will not, and it will cause its Affiliates notnot to, (A) Transfer any of its Covered Securities, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein, or (B) acquire Beneficial Ownership of any Additional Securities, unless such Transfer or acquisition (x) is a Permitted Transfer, or (y) has been previously approved in writing in advance by Topco and Parent, and in the case of clause (B), except upon the issuance, vesting, acceleration, exercise and/or settlement of any Company Options or other equity incentive awards under the Company Share Plan or any other equity incentive plan adopted by the Majority Initial Consortium Members; Company, and (ii) it will not, and it will cause its Affiliates not, acquire Beneficial Ownership of does not have any Additional Company Securities, except upon grant of Company Restricted Shares by the Company under the Share Incentive Plans after the date hereof or upon exercise of Company Options granted or to be granted by the Company under the Share Incentive Plans, or upon settlement of the Existing Derivative Transaction, without prior written consent of the Majority Initial Consortium Members; and (iii) it has not, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), entered into any outstanding swap, option, warrant, forward purchase or sale, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction), or a combination of any such transactions, in each case involving any Company Securities (any such transaction, a “Derivative Transaction”), except for the Derivative Transaction that has been disclosed to each Initial Consortium Member on and will not, directly or prior to the date hereof indirectly, through any contract, arrangement, understanding, relationship or otherwise (the “Existing Derivative Transaction”whether or not in writing), and will not enter into any Derivative Transaction after Transaction, without the date hereof without prior written consent of the Majority Initial Consortium MembersTopco and Parent. (b) With respect to each Party, subject to the PWM Existing Lien (in respect of PWM) and the Parfield Existing Lien (in respect of Parfield)Investor, this Agreement and the obligations hereunder shall attach to the Covered Securities and shall be binding upon any person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, the Partysuch Investor’s successors or assigns. Subject to the PWM Existing Lien (in respect of PWM) and the Parfield Existing Lien (in respect of Parfield), no Party No Investor may request that the Company register the Transfer of (book-entry or otherwise) any or all of the Covered Securities (whether represented by a certificate or uncertificated), unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Securities, the transferor such Investor shall remain liable for the performance of all of the its obligations of the Party under this Agreement.

Prohibition on Acquisition, Transfer, etc. (a) Subject to the terms of this Agreement (including Section 4.9 and Section 4.10)Agreement, each Party Investor represents, covenants and agrees that during from and after the Exclusivity Period date hereof until the Expiration Time, (i) it will not, and it will cause its Affiliates notnot to, (A) Transfer any of its Covered Securities, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein, or (B) acquire Beneficial Ownership of any Additional Securities, unless such Transfer or acquisition (x) is a Permitted Transfer, or (y) has been previously approved in writing in advance by Topco and Parent, or (z) is an ESOP Transfer and in the case of clause (B), except upon the issuance, vesting, acceleration, exercise and/or settlement of any Company Options or other equity incentive awards under the Company Share Plan or any other equity incentive plan adopted by the Majority Initial Consortium Members; Company, and (ii) it will not, and it will cause its Affiliates not, acquire Beneficial Ownership of does not have any Additional Company Securities, except upon grant of Company Restricted Shares by the Company under the Share Incentive Plans after the date hereof or upon exercise of Company Options granted or to be granted by the Company under the Share Incentive Plans, or upon settlement of the Existing Derivative Transaction, without prior written consent of the Majority Initial Consortium Members; and (iii) it has not, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), entered into any outstanding swap, option, warrant, forward purchase or sale, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction), or a combination of any such transactions, in each case involving any Company Securities (any such transaction, a “Derivative Transaction”), except for the Derivative Transaction that has been disclosed to each Initial Consortium Member on and will not, directly or prior to the date hereof indirectly, through any contract, arrangement, understanding, relationship or otherwise (the “Existing Derivative Transaction”whether or not in writing), and will not enter into any Derivative Transaction after Transaction, without the date hereof without prior written consent of the Majority Initial Consortium MembersTopco and Parent. (b) With respect to each Party, subject to the PWM Existing Lien (in respect of PWM) and the Parfield Existing Lien (in respect of Parfield)Investor, this Agreement and the obligations hereunder shall attach to the Covered Securities and shall be binding upon any person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, the Partysuch Investor’s successors or assigns. Subject to the PWM Existing Lien (in respect of PWM) and the Parfield Existing Lien (in respect of Parfield), no Party No Investor may request that the Company register the Transfer of (book-entry or otherwise) any or all of the Covered Securities (whether represented by a certificate or uncertificated), unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Securities, the transferor such Investor shall remain liable for the performance of all of the its obligations of the Party under this Agreement.

Prohibition on Acquisition, Transfer, etc. (a) Subject to the terms of this Agreement (including Section 4.9 and Section 4.10)Agreement, each Party the Investor represents, covenants and agrees that during from and after the Exclusivity Period date hereof until the Expiration Time, (i) it he will not, and it he will cause its his Affiliates notnot to, (A) Transfer any of its his Covered Securities, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein, or (B) acquire Beneficial Ownership of any Additional Securities, unless such Transfer or acquisition (x) is a Permitted Transfer, or (y) has been previously approved in writing in advance by Topco and Parent, and in the case of clause (B), except upon the issuance, vesting, acceleration, exercise and/or settlement of any Company Options or other equity incentive awards under the Company Share Plan or any other equity incentive plan adopted by the Majority Initial Consortium Members; Company, and (ii) it will not, and it will cause its Affiliates not, acquire Beneficial Ownership of he does not have any Additional Company Securities, except upon grant of Company Restricted Shares by the Company under the Share Incentive Plans after the date hereof or upon exercise of Company Options granted or to be granted by the Company under the Share Incentive Plans, or upon settlement of the Existing Derivative Transaction, without prior written consent of the Majority Initial Consortium Members; and (iii) it has not, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), entered into any outstanding swap, option, warrant, forward purchase or sale, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction), or a combination of any such transactions, in each case involving any Company Securities (any such transaction, a “Derivative Transaction”), except for the Derivative Transaction that has been disclosed to each Initial Consortium Member on and will not, directly or prior to the date hereof indirectly, through any contract, arrangement, understanding, relationship or otherwise (the “Existing Derivative Transaction”whether or not in writing), and will not enter into any Derivative Transaction after Transaction, without the date hereof without prior written consent of the Majority Initial Consortium MembersTopco and Parent. (b) With respect to each Party, subject to the PWM Existing Lien (in respect of PWM) and the Parfield Existing Lien (in respect of Parfield)Investor, this Agreement and the obligations hereunder shall attach to the Covered Securities and shall be binding upon any person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, the Partysuch Investor’s successors or assigns. Subject to the PWM Existing Lien (in respect of PWM) and the Parfield Existing Lien (in respect of Parfield), no Party No Investor may request that the Company register the Transfer of (book-entry or otherwise) any or all of the Covered Securities (whether represented by a certificate or uncertificated), unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Securities, the transferor such Investor shall remain liable for the performance of all of the his obligations of the Party under this Agreement.

Prohibition on Acquisition, Transfer, etc. (a) Subject to the terms of this Agreement (including Section 4.9 and Section 4.10)the A&R Consortium Agreement, each Party Rollover Securityholder represents, covenants and agrees that during from and after the Exclusivity Period date hereof until the Expiration Time, (i) it or he will not, and it or he will cause its or his Affiliates notnot to, (A) Transfer any of its or his Covered Securities, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein, or (B) acquire Beneficial Ownership of any additional Company Securities, in each case, unless such Transfer or acquisition (x) is a Permitted Transfer, or (y) is contemplated under the SPAs, or (z) has been previously approved in writing in advance by the Majority Initial Consortium Members; (ii) it will not, and it will cause its Affiliates not, acquire Beneficial Ownership in the case of any Additional Company Securitiesclause (B), except upon grant the exercise, vesting or settlement of Company Restricted Shares by the Company under the Share Incentive Plans after the date hereof or upon exercise of Company Options granted or to be Equity Awards granted by the Company under the Company Share Incentive Plans, or upon settlement of the Existing Derivative Transaction, without prior written consent of the Majority Initial Consortium Members; and (iiiii) it has not, directly or indirectly, through he does not have any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), entered into any outstanding swap, option, warrant, forward purchase or sale, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction), or a combination of any such transactions, in each case involving any Company Securities (any such transaction, a “Derivative Transaction”), ) except for the Derivative Transaction that has been disclosed to each Initial Consortium Member on or prior to the date hereof (the “Parfield Existing Derivative Transaction”)Lien and Centurium Existing Lien, and will not, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), enter into any Derivative Transaction after without the date hereof without prior written consent of the Majority Initial Consortium Members. (b) With respect to each PartyRollover Securityholder, subject to the PWM Centurium Existing Lien (in respect of PWMBeachhead) and the Parfield Existing Lien (in respect of Parfield), ) (which Centurium Existing Lien and Partfield Existing Lien with respect to applicable the Covered Securities will be discharged on or prior to the Contribution Closing) this Agreement and the obligations hereunder shall attach to the Covered Securities and shall be binding upon any person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, the Partysuch Rollover Securityholder’s successors or assigns. Subject to the PWM Centurium Existing Lien (in respect of PWMBeachhead) and the Parfield Existing Lien (in respect of Parfield) (which Centurium Existing Lien and Parfield Existing Lien with respect to the applicable Covered Securities will be discharged on or prior to the Contribution Closing), no Party Rollover Securityholder may request that the Company register the Transfer of (book-entry or otherwise) any or all of the Covered Securities (whether represented by a certificate or uncertificated), unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Securities, the transferor such Rollover Securityholder shall remain liable for the performance of all of the its or his obligations of the Party under this Agreement; provided, however, that in the event of any Permitted Transfer of Covered Securities by a Rollover Securityholder (other than any Permitted Transfer to any third party as a result of the creation or grant of any Liens or any subsequent Liens for refinancing the indebtedness of Parfield secured by the Liens being replaced or the indebtedness of Beachhead secured by the Liens being replaced (as applicable)), upon the execution by the applicable transferee of a Deed of Adherence in the form attached hereto as Schedule B agreeing to be bound by this Agreement with respect to such Covered Securities, the number of such Rollover Securityholder’s Covered Securities and Rollover Securities shall, for all purposes under this Agreement, be deemed to be reduced by the number of Covered Securities so transferred as indicated in such Deed of Adherence, such Rollover Securityholder shall cease to be bound by the covenants and agreements of such Rollover Securityholder set forth in this Agreement with respect to such Covered Securities so transferred.

Prohibition on Acquisition, Transfer, etc. (a) Subject to the terms of this Agreement (including Section 4.9 and Section 4.10)the Support Agreement, each Party represents, covenants and agrees that during the Exclusivity Period Period, (i) it such Party will not, and it such Party will cause its or his Affiliates notnot to, (A) Transfer any of its or his Covered Securities, or any voting right or power (including whether such right or power is granted by proxy or otherwise) or economic interest therein, or (B) acquire Beneficial Ownership of any additional Company Securities, in each case unless such Transfer or acquisition, (x) is a Permitted Transfer, or (y) is contemplated under the SPAs, or (z) has been previously approved in writing in advance by the Majority Initial Consortium Members; , and (ii) it will not, and it will cause its Affiliates not, acquire Beneficial Ownership of any Additional Company Securities, except upon grant of Company Restricted Shares by the Company under the Share Incentive Plans after the date hereof or upon exercise of Company Options granted or to be granted by the Company under the Share Incentive Plans, or upon settlement of the Existing Derivative Transaction, without prior written consent of the Majority Initial Consortium Members; and (iii) it has he does not, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), entered into any swap, option, warrant, forward purchase or sale, futures transaction, cap transaction, floor transaction, collar transaction or any other similar transaction (including any option with respect to any such transaction), or a combination of any such transactions, in each case involving any Company Securities (any such transaction, a “Derivative Transaction”), except for the Derivative Transaction that has been disclosed to each Initial Consortium Member on or prior to Parfield Existing Lien and the date hereof (the “Centurium Existing Derivative Transaction”)Lien, and will not, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise (whether or not in writing), enter into any Derivative Transaction after without the date hereof without prior written consent of the Majority Initial Consortium Members. (b) With respect to each Party, subject to the PWM Centurium Existing Lien (in respect of PWMBeachhead) and the Parfield Existing Lien (in respect of Parfield), this Agreement and the obligations hereunder shall attach to the Covered Securities and shall be binding upon any person to which legal or Beneficial Ownership shall pass, whether by operation of Law or otherwise, including, the such Party’s successors or assigns. Subject to the PWM Centurium Existing Lien (in respect of PWMBeachhead) and the Parfield Existing Lien (in respect of Parfield), no Party may request that the Company register the Transfer of (book-entry or otherwise) any or all of the Covered Securities (whether represented by a certificate or uncertificated), unless such Transfer is made in compliance with this Agreement. Notwithstanding any Transfer of Covered Securities, the transferor such Party shall remain liable for the performance of all of the its or his obligations of the Party under this Agreement. (c) Notwithstanding anything to the contrary in this Section 4.2, if any PWM SPA is duly terminated pursuant to the terms and conditions thereof prior to consummation of the applicable PWM Transfer contemplated thereunder, this Section 4.2 shall cease to apply with respect to the Ordinary Shares that would have been transferred pursuant to such PWM Transfer had such PWM Transfer been consummated, and PWM shall be free to Transfer such Ordinary Shares to a third party without being subject to the restrictions in this Section 4.2.