Climate Contract Playbook Edition 3
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B Shareholder Proceeds means the sum comprising such proportion of the Capitalisation Value to which the B Shareholders are entitled, calculated in accordance with Article [●].2. B Shareholders means, for the purposes of this Article [●] only, the holders of B Ordinary Shares immediately prior to the conversions effected by this Article [●]. Capitalisation Value means: (a) in the event of a Listing, the aggregate value of all the shares (expressed in pounds sterling to the nearest three decimal places) for which a Listing is obtained (being, in the case of an offer for sale, the underwritten price (or if applicable the minimum tender price), or, in the case of a placing, the placing price) (but excluding any new shares issued as part of the arrangements relating to the Listing (other than any new shares to be paid up by way of capitalisation of reserves)) [net of the aggregate costs of the Listing attributable to the shareholders (save to the extent that any such cost has been borne by any member of the Group and has been taken into account in the Listing price per share)]; (b) in the event of a Sale, the aggregate consideration payable in respect of such Sale to the holders of the Equity Shares [(net of the aggregate costs of the Sale attributable to the shareholders)]; and (c) in the event of a Winding-Up, the amount to be distributed in the Winding-Up to the holders of the Equity Shares [(net of the aggregate costs of Winding-Up attributable to the Shareholders)]. Carbon Footprint Standards means international recognised standards to measure, manage and demonstrate carbon credentials covering organisations (WRI Greenhouse Gas Reporting, BEIS Voluntary Reporting Guidelines, GHG Protocol Corporate Accounting and Reporting Standard), projects, product and services (PAS 2050:2011, ISO 14001, GHG Protocol Product Life Cycle Accounting and Reporting Standard) and events (PAS2060/ISO 20121). Conversion Date means the date on which, conditionally upon the occurrence of the relevant Conversion Event, AOrdinary Shares are converted into Deferred Shares pursuant to this Article [●].
Conversion Event means any one of the following events: (a) the obtaining of a Listing;
(a) the entering into of an unconditional agreement for a Sale, or where an agreement for a Sale is conditional in any respect, that agreement becoming unconditional in all respects; or (b) a Winding-Up. Environmental Targets means: (a) the Group achieving the Net Zero Target; (b) the Group achieving one of the Carbon Footprint Standards; (c) the establishment by the Group of a sustainability committee as a committee of the Board chaired by a non-executive director with experience of improving sustainability and mitigating carbon footprint; (d) the purchase by the Group of electricity for its offices [and factory] on a green tariff that uses 100% renewable energy; [and] (e) the use by the Group of web hosts and cloud service providers which run their servers on 100% renewable energy or have their own Net Zero Target[; and][.] (f) [others as applicable to the business].
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