71.1  Restricted Share Transfer

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

71.1.2  Subject to the clause 71.1.1 above, a Change in Ownership may only occur to a Suitable Third Party.

71.1.3  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 exhange (as defined in [Section 285 of the Financial Services and Markets Act 2000]); [or]

(c)  [any transfer by a Shareholder [or an Affiliate of [name of ultimate listed parent company of Shareholder] to an Affiliate of such transferor]

shall be disregarded for the purpose of clause 71.1.1.

71.1.4  Where, during the Lock in Period, the holder of any shares is an Affiliate of [Parent co of group] and that holder ceases to be an Affiliate of [Parent co of group] it shall be a breach of this clause 71.1 if the shares held by that holder are not within 20 days of that holder ceasing to be an Affiliate of [Parent co of group] transferred to [Parent co of group] or an Affiliate of [Parent co of group].