70.1  Restricted Share Transfer

(a)  No Change in Ownership may occur during the Lock-in Period.

(b)  Any Change of Ownership arising as a consequence of:

(i)  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

(ii)  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]

(iii)  [any transfer by a Shareholder [or [     ]] to an Affiliate of such transferor,]

shall be disregarded for the purpose of clause 70.1.1 (Restricted Share Transfer) and clause 70.2 (Notification).

(c)  [Where clause 70.1.2(c) (Restricted Share Transfer) applies and subsequent to any such transfer (the Original Transfer) the transferee ceases to be an Affiliate of the original transferor, it shall be a breach of this clause 70.1 (Restricted Share Transfer) if the shares or interests which were the subject of the Original Transfer are not within [twenty (20) Business Days] of the transferee ceasing to be an Affiliate of the original transferor transferred to that original transferor or any Affiliate of such transferor.]

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