Climate Contract Playbook Edition 3
87
6.7
Evidence of each Shareholder’s compliance with clause 6.6 should be provided to the CSO by each Shareholder as soon as reasonably possible following the completion each Company financial year but in any event by no later than one month after the end of such financial year. If applicable, evidence of the Company’s compliance with clause 6.6 shall be provided with the minutes of the Board’s first Sustainability Review Meeting in each financial year. Without affecting any other right available to the Company under this Agreement, where a Shareholder fails to submit evidence of compliance with clause 6.6 by the date due and remains in default after having been given 14 Business Days’ notice to comply, the Shareholder shall be considered to be in Material Breach of this Agreement and the provisions of clause 11 shall apply. Notwithstanding clause 6.5, the obligations under clause 6.6 shall cease to apply in any financial year where the Company achieves Carbon Neutral status for the preceding financial year. In this event, each Shareholders shall be obliged to undertake Carbon Offsetting in the financial year but the quantum of carbon credits to be purchased by a Shareholder shall be at its own discretion. Each shareholder shall provide evidence of its Carbon Offsetting its CSO for the financial year and the Board shall be permitted to share such information will all Shareholders.
6.8
6.9
7.
FURTHER ISSUE OF SHARES – PRE-EMPTION
7.1
Notwithstanding the foregoing, clause 12.1 shall not apply to benefit any Shareholder who has failed to comply with clause 6.6 and the Company may disregard any such Shareholder’s Shares when computing the offer to be made under clause 12.[#].
8.
TRANSFER OF SHARES – PERMITTED TRANSFERS
8.1
Notwithstanding the foregoing, clause 12.1 shall not apply to benefit any Shareholder that has failed to comply with clause 6.6 and the provisions of clause 13 shall apply to any purported transfer by such a Shareholder.
9.
TRANSFER OF SHARES – PRE-EMPTION
9.1
Notwithstanding the foregoing, any Shareholder that has failed to comply with clause 6.6 shall not be considered an Eligible Shareholder for the purpose of clause [#] and the Board shall be under no obligation to offer any Sale Shares to such a Shareholder.
10.
TRANSFER OF SHARES – VALUATION
“ Fair Value ” shall, in any case, be the price of the relevant Shares determined in writing by the Independent Accountant on the following bases and assumptions: (a) [Insert normal valuation provisions [; and (b) Reflect a discount proportionate to the Company’s [consumption of Natural Capital in the previous 12 months][or time left to the Carbon Neutral Date] [Other alignment to sustainability goals that have not been achieved].
10.1
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