14.1 Save as otherwise provided in these Articles, no Shareholder may transfer any Shares or any interest in Shares without the prior consent in Writing of all of the other Shareholders.
14.2 The transfer of A Shares pursuant to any Share Pledge shall be deemed to be permitted under Article [14.1].
14.3 The transfer of any A Share shall be registered if both of the following conditions are satisfied:
14.3.1 the transfer would not be prohibited in terms of the Agreement;
14.3.2 the transfer would not be prohibited in terms of the Funding Agreements.
14.4 During the Project Term, no Shareholder shall transfer the B Share otherwise than to a body which has at the time properly assumed the whole interest of the Authority under the Agreement.
14.5 If any Loan Stock Holder wishes to transfer any of its interest in Loan Stock it shall, on or before the date on which it transfers such interest, transfer its entire holding or relevant proportion, as near as may be (if transferring only part of its holding of Loan Stock), of A Shares to the party or parties to whom such Loan Stock is being transferred.
14.6 If any Loan Stock held by a Loan Stock Holder is redeemed, the Loan Stock Holder shall, on or before the date of such redemption, transfer its entire holding or relevant proportion, as near as may be (if only part of its holding of Loan Stock is being redeemed on that occasion), of A Shares to such party or parties as the B Director may direct such that, following the date of such redemption, the A Shares are held by the Loan Stock Holders pro rata to the proportion of Loan Stock that they hold.
14.7 If any A Shareholder wishes to transfer any of its A Shares it shall, on or before the date on which it transfers such A Shares, transfer its entire holding or relevant proportion, as near as may be (if transferring only part of its holding of A Shares) of Loan Stock to the party or parties to whom such A Share(s) is/are being transferred.
14.8 Following the End Date, the B Shareholder may require that the A Shareholder transfers the A Shares to the Authority or its nominee for no consideration.
14.9 If any Loan Stock Holder or Shareholder (as the case may be) fails to comply with the provisions of Article [14.5], Article [14.6], Article [14.7] or Article [14.8], the Directors shall be bound to transfer, as agents for that Loan Stock Holder or Shareholder (as the case may be), the relevant proportion of the A Shares or the Loan Stock held by that Shareholder to the party or parties to whom the Shareholder's Loan Stock or A Shares has/have been transferred or to transfer the relevant A Shares to the party or parties identified in the direction of the B Director or to transfer the A Shares to the Authority or its nominee (as appropriate by reference to the relevant Article). Each Shareholder holding Loan Stock and A Shares shall be deemed to have irrevocably appointed the Directors as its attorney for this purpose, with full power for the Directors to authorise any one of their number to sign the relevant stock transfer form(s) on behalf of the relevant Shareholder holding Loan Stock or A Shares and to deliver the stock transfer form(s) to the relevant transferee or transferees.
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5 The Loan Stock/Share stapling provisions will need to be replicated at HoldCo level (if applicable).