Climate Contract Playbook Edition 3
115
NOTICES
11.
a) use recycled paper and non-solvent based ink when printing a notice; b) if the notice is being delivered by hand, use a courier service which operates zero or ultra-low emission vehicles only; and c) allow notices to be given electronically. SCHEDULE 1 MATTERS REQUIRING [SHAREHOLDER(S)] [LENDER(S)] [GUARANTOR(S)] [PARTIES] CONSENT Company Operations 1. Enter into any contract, transaction or arrangement in relation to the Company and the Project that it is likely to impede the achievement of the Sustainability Goals, the Sustainability Management Plan [and the Carbon Neutral Plan]. 2. Make any material change to the Sustainability Goals. 3. Make any change to the Carbon Neutral Date.
ADDITIONAL CLIMATE CLAUSES FOR SHAREHOLDERS AGREEMENT Additional Clauses 1. [SHARE OPTION SCHEME
1.1 The Founders undertake to include terms in the Share Option Scheme that make the vesting of Shares under the Share Option Scheme conditional upon the Company having achieved its Sustainability Goals on or before the agreed vesting date.] 2. [COMPULSORYTRANSFERS – MATERIALCLIMATE BREACH 2.1 In the event that the Company or a Shareholder is (in the opinion of the Board or the other Shareholders [as applicable, acting reasonably]) in Material Climate Breach (a Defaulting Shareholder), the Board may, in its absolute discretion, serve a notice on that Shareholder notifying him that he has been deemed, with immediate effect, to have served a Transfer Notice in respect of their Shares (together with any Shares held by Permitted Transferees of the Defaulting Shareholder), and the provisions of clause [8] shall apply to any such transfer, save as provided by this clause 10. In such event, the Shareholder (together with his or her Permitted Transferees) shall be treated as a Bad Leaver, in accordance with clause [#], for the purposes of the valuation and transfer of his or her Shares[, provided that the Sale Price shall be at a 50% discount to Fair Value of the relevant Shares]. 3. [DRAGALONG 3.1 A Shareholder may refuse to be dragged or otherwise sell or transfer any or all their Shares to a Drag Purchaser if acting reasonably and in good faith they believe that the Drag Purchaser, its group or affiliates are operating in a way that can reasonably considered a Material Climate Breach or otherwise contrary to the Sustainability Goals.]
Made with FlippingBook - professional solution for displaying marketing and sales documents online