Common use of Company Securities Clause in Contracts

Company Securities. Each Party hereby represents and warrants, on behalf of such Party only, to the other Parties that as of the date of this Agreement, except as disclosed to the Initial Consortium Members as of the date hereof, it and its Affiliates are the sole Beneficial Owner of and has good and valid title to the Company Securities set forth opposite its name in the table under Part I of Schedule B hereto, free and clear of any Liens, other than any Liens pursuant to this Agreement, or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), or arising under the IRAs or the memorandum or articles of association of the Company and transfer restrictions imposed by generally applicable securities Laws. As of the date of this Agreement and except as disclosed to the Initial Consortium Members as of the date hereof, subject to the last sentence of this Section 9.2, its and its Affiliates’ Company Securities listed in the table under Part I of Schedule B hereto constitute all of the Ordinary Shares, Company Options and Company Restricted Share (and any other securities convertible, exercisable or exchangeable into or for any Ordinary Shares) Beneficially Owned or owned of record by it. Except as otherwise indicated in the table under Part I of Schedule B hereto, or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), it is and will be the sole record holder and Beneficial Owner of its Covered Securities and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Agreement with respect to its Covered Securities. It has not taken any action described in Section 4.7 hereof. It understands and acknowledges that each member of the Buyer Consortium and its Affiliates have expended, and are continuing to expend, time and resources in connection with the Transaction in reliance upon its execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of it contained herein.

Company Securities. Each Party hereby represents and warrants, on behalf of such Party only, to the other Parties that as of the date of this Agreement, except as disclosed to the Initial Consortium Members as of the date hereofsuch Party or his, it and her or its Affiliates are the sole Beneficial Owner of and has good and valid title to the Company Securities set forth opposite its the name of such Party in the table under Part I of Schedule B A hereto, free and clear of any Liens, other than any Liens pursuant to this Agreement, or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), or arising under the IRAs or the memorandum or articles of association of the Company and transfer restrictions imposed by generally applicable securities Laws. As of the date of this Agreement and except as disclosed to the Initial Consortium Members as of the date hereofAgreement, subject to the last sentence of this Section 9.2, its and its Affiliates’ the Company Securities listed in the table under Part I of Schedule B A hereto constitute all of the Ordinary Sharesshares of Common Stock, Company Options and Company Restricted Share RSUs (and any other securities convertible, exercisable or exchangeable into or for any Ordinary Sharesshares of Common Stock) Beneficially Owned or owned of record by itsuch Party and his, her or its Affiliates. Except as otherwise indicated in the table under Part I of Schedule B A hereto, or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), it such Party is and will be the sole record holder and Beneficial Owner of its the Covered Securities and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Agreement with respect to its the Covered Securities. It Such Party has not taken any action described in Section 4.7 hereof. It Such Party understands and acknowledges that each member of the Buyer Consortium and his, her or its Affiliates have expended, and are continuing to expend, time and resources in connection with the Transaction in reliance upon its the execution and delivery by such Party of this Agreement and the representations, warranties, covenants and other agreements of it such Party contained herein.

Company Securities. Each Party hereby represents and warrants, on behalf of such Party only, to the other Parties that as of the date of this Agreement, except as disclosed to the Initial Consortium Members as of the date hereof, it and such Party and/or its or his Affiliates are the have sole or shared (together with its or his Affiliates) Beneficial Owner Ownership of and has good and valid title to the Company Securities set forth opposite its such Party’s name in the table under Part I of Schedule B A hereto, free and clear of any Liens, other than any Liens pursuant to this Agreement, Agreement or contemplated under the PWM SPA, Section 4.9(b) hereofSPAs, the PWM Support Agreement, the Centurium Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable)Lien, or arising under the IRAs or (if applicable), the memorandum or articles of association of the Company and transfer restrictions imposed by generally or applicable securities Laws. As of the date of this Agreement and except as disclosed to the Initial Consortium Members as of the date hereof, subject to the last sentence of this Section 9.28.2, the Covered Securities of such Party and his or its and its Affiliates’ Company Securities Affiliates listed in the table under Part I of Schedule B A hereto constitute all of the Ordinary Shares, Company Options and Options, Company Restricted Share Awards and Company RSU Awards (and any other securities convertible, exercisable or exchangeable into or for any Ordinary Shares) Beneficially Owned or owned of record by itsuch Party and his or its Affiliates. Except As of the date of this Agreement and except as otherwise indicated in the table under Part I of Schedule B A hereto, or contemplated under the PWM SPA, Section 4.9(b) hereofSPAs, the PWM Centurium Existing Lien, the Parfiled SPA Lien or the Parfield Existing Lien (as applicable), it such Party or an Affiliate of such Party is and will be the sole record holder (or the sole holder, whose holdings are held in a brokerage or custodian account) and is the sole or shared (together with its or his Affiliates) Beneficial Owner of its or his Covered Securities and has (i) the sole or shared (together with its or his Affiliates) voting power, (ii) the sole or shared (together with its or his Affiliates) power of disposition and (iii) the sole or shared (together with its or his Affiliates) power to agree to all of the matters set forth in this Agreement with respect to its or his Covered Securities. It has not taken any action described in Section 4.7 hereof. It Such Party understands and acknowledges that each member of the Buyer Consortium and its Affiliates have expended, and are continuing to expend, time and resources in connection with the Transaction in reliance upon its execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of it contained herein.

Company Securities. Each Party hereby represents and warrants, on behalf of such Party only, to Other than the other Parties that as Company Shares disclosed in Section 3.04(a) of the date of this AgreementDisclosure Schedule, except as the Company Options disclosed to the Initial Consortium Members as in Section 3.04(b) of the date hereofDisclosure Schedule and the Convertible Notes disclosed in Section 3.04(c) of the Disclosure Schedule, it and its Affiliates there are no issued or outstanding: (i) shares of capital stock of the sole Beneficial Owner of and has good and valid title to Company; (ii) bonds, debentures, notes, or other indebtedness issued by the Company Securities set forth opposite or any of its name in Subsidiaries (A) having the table under Part I of Schedule B hereto, free and clear of right to vote on any Liens, other than any Liens pursuant to this Agreement, matters on which stockholders or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), or arising under the IRAs or the memorandum or articles of association equityholders of the Company and transfer restrictions imposed by generally applicable or any of its Subsidiaries may vote (or that is convertible into, or exchangeable for, securities Laws. As having such right) or (B) the value of which is directly based upon or derived from the capital stock, voting securities, or other ownership interests of the date Company or any of this Agreement and except as disclosed to its Subsidiaries (the Initial Consortium Members as items in clause (ii), collectively, “Voting Debt”); (iii) securities of the date hereofCompany or any of its Subsidiaries convertible into or exchangeable for shares of capital stock of the Company or Voting Debt; (iv) options, subject warrants, or other Contracts to acquire from the last sentence Company or any of this Section 9.2its Subsidiaries, or obligations of the Company or any of its and Subsidiaries to issue, any shares of capital stock of (or securities convertible into or exchangeable for shares of capital stock of) the Company or Voting Debt; or (v) restricted shares, restricted stock units, stock appreciation rights, performance shares, profit participation rights, contingent value rights, “phantom” stock, or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any shares of capital stock of the Company, in each case that have been issued by the Company or any of its Affiliates’ Company Securities listed in the table under Part I of Schedule B hereto constitute Subsidiaries (all of the Ordinary Sharesforegoing items in this Section 3.04(d), collectively, “Company Options and Securities”). There are no outstanding Contracts requiring the Company Restricted Share (and any other securities convertibleto repurchase, exercisable or exchangeable into or for any Ordinary Shares) Beneficially Owned or owned of record by it. Except as otherwise indicated in the table under Part I of Schedule B heretoredeem, or contemplated under otherwise acquire any Company Securities. There are no voting trusts or Contracts to which the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), it Company is and will be the sole record holder and Beneficial Owner of its Covered Securities and has (i) the sole voting power, (ii) the sole power of disposition and (iii) the sole power to agree to all of the matters set forth in this Agreement a party with respect to its Covered the voting of any Company Securities. It has not taken any action described in Section 4.7 hereof. It understands and acknowledges that each member of the Buyer Consortium and its Affiliates have expended, and are continuing to expend, time and resources in connection with the Transaction in reliance upon its execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of it contained herein.

Company Securities. (a) At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock owned by Purchaser or Merger Sub or held by the Company, all of which shall be canceled, and other than shares of Dissenting Common Stock (as hereinafter defined)) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive the per share consideration in the Offer, without interest (the "MERGER CONSIDERATION"). (b) As a result of the Merger and without any action on the part of the holder thereof, at the Effective Time all shares of Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of shares of Common Stock (other than Merger Sub, Purchaser and the Company) shall thereafter cease to have any rights with respect to such shares of Common Stock, except the right to receive, without interest, the merger Consideration in accordance with SECTION 5.3 upon the surrender of a certificate or certificates (a "CERTIFICATE") representing such shares of Common Stock. (c) Each Party hereby represents share of Common Stock issued and warrantsheld in the Company's treasury at the Effective Time shall, on behalf by virtue of the Merger, cease to be outstanding and shall be canceled and retired without payment of any consideration therefor. (d) All options (individually, an "OPTION" and collectively, the "OPTIONS") outstanding immediately prior to the Effective Time under any Company stock option plan (the "STOCK OPTION PLANS"), whether or not then exercisable, shall be canceled and each holder of an Option will be entitled to receive from the Surviving Corporation, for each share of Common Stock subject to an Option, an amount in cash equal to the excess, if any, of the Merger Consideration over the per share exercise price of such Party onlyOption, to the other Parties that as of the date of this Agreement, except as disclosed to the Initial Consortium Members as of the date hereof, it and its Affiliates are the sole Beneficial Owner of and has good and valid title to the Company Securities set forth opposite its name in the table under Part I of Schedule B hereto, free and clear of any Liens, other than any Liens without interest. All amounts payable pursuant to this AgreementSECTION 5.2(d) shall be subject to all applicable withholding of taxes. The Company shall use its reasonable best efforts to obtain all necessary consents of the holders of Options, or contemplated under provided, however, that the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), or arising under the IRAs or the memorandum or articles of association failure of the Company to obtain any one or more of such consents shall have no effect on the Purchaser's and transfer restrictions imposed by generally applicable securities Laws. As of Merger Sub's obligation to consummate the date of this Agreement Offer and except as disclosed the Merger and shall not afford any basis for them to assert the Initial Consortium Members as of the date hereof, subject to the last sentence of this Section 9.2, its and its Affiliates’ Company Securities listed condition set forth in the table under Part I of Schedule B hereto constitute all of the Ordinary Shares, Company Options and Company Restricted Share (and any other securities convertible, exercisable or exchangeable into or for any Ordinary Shares) Beneficially Owned or owned of record by it. Except as otherwise indicated in the table under Part I of Schedule B hereto, or contemplated under the PWM SPA, Section 4.9(b) hereof, the PWM Existing Lien, the Parfiled SPA or the Parfield Existing Lien (as applicable), it is and will be the sole record holder and Beneficial Owner of its Covered Securities and has (i) the sole voting power, clause (ii) the sole power of disposition and paragraph (iiid) the sole power to agree to all of the matters set forth in this Agreement with respect to its Covered Securities. It has not taken any action described in Section 4.7 hereof. It understands and acknowledges that each member of the Buyer Consortium and its Affiliates have expended, and are continuing to expend, time and resources in connection with the Transaction in reliance upon its execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of it contained herein.Exhibit A.