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

PWM’s Sale of Ordinary Shares Prior to Closing. Notwithstanding anything to the contrary hereunder, the Parties acknowledge and agree that: (a) PWM shall sell to Centurium or any of its Affiliates, and Centurium shall purchase, or shall cause any of its Affiliates to purchase, from PWM, 1,000,000 Ordinary Shares of the Company pursuant to, and subject to the terms and conditions of, a share purchase agreement between PWM and Centurium (or such Affiliate) entered on the date hereof (the “PWM SPA”); and (b) PWM may sell to Centurium or any of its Affiliates, and Centurium may purchase, or cause any of its Affiliates to purchase, such additional number of Ordinary Shares of the Company as may be agreed by PWM and Centurium. The Ordinary Shares to be sold by PWM pursuant to the PWM SPA and pursuant to this Section 4.9(b) (if any) shall be collectively referred to hereafter as “PWM Pre-Closing Sale Shares.” Upon closing of the sale and purchase of any Ordinary Shares pursuant to this Section 4.9(b), Schedule B shall be updated pursuant to Section 1.3(c). For the purposes of this Agreement, the Rollover Securities of Centurium shall be deemed to include the PWM Pre-Closing Sale Shares; provided that Centurium shall have no obligations to contribute under Section 1.3(b) and Article V with respect to any PWM Pre-Closing Sale Shares until the closing of the sale and purchase of such PWM Pre-Closing Sale Shares is completed.