64.5  Restricted Share Transfer 298

64.5.1  No Change in Ownership may occur during the Lock-in Period.

64.5.2  Any Change in Ownership arising as a consequence of:

(a)  the grant or enforcement of security in favour of the Senior Lenders over or in relation to any of the shares of the Contractor [or Holdco], provided that any document conferring security over any shares has been approved by the Authority (such approval not to be unreasonably withheld or delayed); or

(b)  any change in legal or beneficial ownership of any shares that are listed on a recognised investment exchange (as defined in [Section 285 of the Financial Services and Markets Act 2000]); [or]

(c)  to a transfer by [name of ultimate listed parent company of Shareholder] or an Affiliate of [name of ultimate listed parent company of Shareholder] to an Affiliate of [name of ultimate listed parent company of shareholder];

shall be disregarded for the purpose of clause 64.5.1 (Restricted Share Transfer) and clause 64.2 (Notification).

64.5.3  If during the Lock-in Period a Shareholder which is an Affiliate of [name of ultimate holding company] ceases for any reason to be an Affiliate of [name of ultimate holding company], it shall be a breach of this clause 64.5 (Restricted Share Transfer) if the shares are not within [twenty (20)] Business Days transferred to that [name of ultimate holding company] or any Affiliate of [name of ultimate holding company].

64.5.4  The Contractor shall obtain the Authority's prior written consent (which may be given subject to conditions) to any Restricted Share Transfer.

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298  Will not be relevant where the Contractor owns and operates the Assets in a non-HRA project.