Climate Contract Playbook Edition 3
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11.
COMPULSORYTRANSFERS – MATERIALCLIMATE BREACH
11.1
In the event that a Shareholder is (in the opinion of the Board, acting reasonably) in Material Climate Breach of any of the provisions of this Agreement (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 his or her Shares (together with any Shares held by Permitted Transferees of the Defaulting Shareholder), and the provisions of Clause 9 shall apply to any such transfer, save as provided by this Clause 11. 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.
12.
DRAGALONG
12.1
Notwithstanding any other provision of this clause [ ], a Shareholder may refuse to be dragged or otherwise sell or transfer any or all their Shares to the Drag Purchaser if acting reasonably and in Good Faith she believes 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.
13.
RESTRICTIONS
13.1
In addition to the restrictions set out in Clause [#] Shareholder undertakes to the other and separately to the Company that they will not at any time, without the prior consent of the Board, carry on or be employed, engaged, or interested in any business which has not publicly set a target of achieving Carbon Neutral status or is not otherwise operating with or towards Sustainability Alignment. NOTICES (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.
14.
SCHEDULE 1 MATTERS REQUIRING SHAREHOLDER CONSENT Company Operations 1.
Enter into any contract, transaction or arrangement in relation to the Company that it is likely to impede the achievement of the Sustainability Goals, the Sustainability Management Plan or Carbon Neutral Plan.
2. 3.
Make any material change to the Sustainability Goals. Make any change to the target Carbon Neutral Date.
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