64.5  Change in Ownership

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)  any transfer of shares in the Contractor [or Holdco] by [here insert name of parent company ('Parentco') of group of which Contractor or Holdco or relevant shareholder of Contractor or Holdco is a member] and/or an Affiliate of [Parentco] to [Parentco] and/or an Affiliate of [Parentco] 305;

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

64.5.3  Where, during the Lock-in Period, a holder of any shares in the Contractor [or Holdco] is an Affiliate of [Parentco] and that holder ceases to be an Affiliate of [Parentco], it shall be a breach of this clause 64.5 (Restricted Share Transfer) if the shares held by that holder are not within [twenty (20)] Business Days of that holder ceasing to be an Affiliate of [Parentco] transferred to [Parentco] or an Affiliate of [Parentco].

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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305 Depending on structure, this clause may need to be repeated for more than one shareholder of Contractor or Holdco.