Climate Contract Playbook Edition 3
81
1.5 Following receipt of such notice, the Investor[s] and the B Shareholders shall endeavour to agree the value of the A Shareholder Proceeds, the B Shareholder Proceeds and the number of A Ordinary Shares to be converted into Deferred Shares. 1.6 If the Investor[s] and the B Shareholders have failed to reach unanimous agreement pursuant to Article [●].5 by the date which is 10 Business Days prior to the Estimated Conversion Date, the matter shall be referred to [dispute resolution mechanism to be included]. 1.7 If, after the number of AOrdinary Shares to be converted into Deferred Shares has been agreed or determined but before any Conversion Date, there shall be: 1.7.1 any change in the Capitalisation Value; or 1.7.2 any delay in the occurrence of the Conversion Date such that it is expected to occur in the month following the month in which the Estimated Conversion Date falls, the procedures set out in Articles [●].4 to [●].6 shall be repeated (as often as required) and the calculations recomputed accordingly. 1.8 On the Conversion Date, conditionally upon the occurrence of the relevant Conversion Event, such number of AOrdinary Shares as shall, subject to Article [●].7, have been agreed or determined as being subject to conversion shall automatically be converted into Deferred Shares. 1.9 Any conversion of shares pursuant to this Article [●] shall be made on the following terms: 1.9.1 the conversion shall take effect immediately on a Conversion Date at no cost to the holders of the shares to be converted, and such shares shall be apportioned rateably (or as near thereto as may be practicable to avoid the apportionment of a fraction of a share) among the holders of shares of that class; 1.9.2 the holders of the relevant shares to be converted shall each deliver their old share certificates to the Company for cancellation (or an indemnity in lieu thereof); and 1.9.3 the Company shall issue share certificates to the persons entitled to shares resulting from the conversion. 1.10 Following any conversion of shares pursuant to this Article [●], the Company shall procure that all necessary steps are taken to ensure that such conversion is documented accurately and all filings and any other relevant formalities are complied with. 1.11 The Investor[s] shall be entitled in [its/their] sole discretion at any time on or before the occurrence of a Conversion Event to waive any of the Environmental Targets by written notice to the Company.
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