Climate Contract Playbook Edition 3
80
Equity Shares means the AOrdinary Shares and the B Ordinary Shares. Listing means the admission of the whole of any class of the issued share capital of the Company (or any new holding company) to any [Recognised Stock Exchange] 43 . Net Zero Target means that the balance between greenhouse gas emissions from all operations and greenhouse gas removals, accounted for by credits from either insetting or offsetting projects, is zero. Ratchet Trigger means the satisfaction (or waiver by the Investor[s] in accordance with Article [●].11) of each of the Environmental Targets on or before the occurrence of the relevant Conversion Event. Sale means [the transfer of more than [50]% in number of the Equity Shares to a buyer]. Target Amount means the amount which would be required to be received by the Investor[s] in 1.2 The purpose of this Article [●] is to adjust the share capital of the Company so that the A Shareholder Proceeds and the B Shareholder Proceeds shall be the proportions of the Capitalisation Value calculated in accordance with this Article [●].2: 1.2.1 firstly, the Capitalisation Value shall be split between the A Shareholder Proceeds and B Shareholder Proceeds in the ratio of [75:25] until the Target Amount shall have been received by the Investor[s]; and 1.2.2 secondly, provided a Ratchet Trigger has occurred, the balance (if any) of the Capitalisation Value (after deducting the amount allocated under Article [●].2.1) shall be split between the A Shareholder Proceeds and the B Shareholder Proceeds in the ratio [65:35]. 1.3 On the Conversion Date, conditionally upon the occurrence of the relevant Conversion Event, such number of AOrdinary Shares shall automatically be converted into Deferred Shares such that: 1.3.1 the A Shareholder[s] shall [between them] receive the A Shareholder Proceeds; 1.3.2 the B Shareholders shall between them receive the B Shareholder Proceeds; and 1.3.3 the price per Equity Share on the relevant Conversion Event shall be identical for the A Shareholder[s] and the B Shareholders. 1.4 The Board shall determine, and notify the Investor[s] and B Shareholders of, the estimated Conversion Date (the “ Estimated Conversion Date ”) and, no later than [20] Business Days prior to such Estimated Conversion Date, shall procure that the calculations provided for in Articles [●].2 and [●].3 are carried out by reference to the Estimated Conversion Date. The Board shall notify the Investor[s] and B Shareholders in writing of the results of such calculations as soon as reasonably practicable after they become available. order to provide the Investor[s] with [financial target]. Winding-Up means a liquidation of the Company.
43 Definition not supplied.
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