Common use of Transactions in Shares Clause in Contracts

Transactions in Shares. Notwithstanding Rule 8 above, a Participant: (a) may direct the Trustee to accept an offer for any of the Shares appropriated to him (hereinafter referred to in this Rule as “the Original Shares’’) if the acceptance or agreement will result in a new holding, as defined in Section 2 (1) (b) of Schedule 2 to the Capital Gains Tax Act, 1975, being equated with the Original Shares for the purposes of Capital Gains Tax; and (b) may direct the Trustee to agree to a transaction affecting the Shares appropriated to him or such of them as are of a particular class if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting: (i) all the share capital of the Parent Company or, as the case may be, all the shares of the class in question; or (ii) all the shares or shares of the class in question which are held by a class of shareholder identified otherwise than by reference to their employment or their participation in the Scheme; and (c) may direct the Trustee to accept an offer of cash, with or without other assets, for the Shares appropriated to him if the offer forms part of a general offer which is made to holders of shares of the same class as himself or of shares in the Parent Company, and which is made in the first instance on a condition such that if it is satisfied the person making the offer, will have control of the Parent Company within the meaning of Section 158 of the Corporation Tax Act, 1976; and (d) may agree after the expiry of the Retention Period to sell the beneficial interest in the Shares appropriated to him, to the Trustee for the same consideration as in accordance with Rule 8 (b) (iv) above would be required to be obtained for the Shares themselves; and (e) in the event of any offer being made or a transaction being proposed in any of the circumstances described in this Rule 9 (a), (b) or (c) the Trustee shall forthwith notify each Participant and shall act in accordance with the instructions of the Participant in dealing with his Scheme Shares and in the absence of any such instructions shall take no action.

Transactions in Shares. Notwithstanding Rule 8 above, a Participant: (a) may direct the Trustee to accept an offer for any of the Shares appropriated to him (hereinafter referred to in this Rule as “the Original Shares’’”) if the acceptance or agreement will result in a new holding, as defined in Section 2 (12(1) (b) of Schedule 2 to the Capital Gains Tax Act, 1975, being equated with the Original Shares for the purposes of Capital Gains Tax; and (b) may direct the Trustee to agree to a transaction affecting the Shares appropriated to him or such of them as are of a particular class if the transaction would be entered into pursuant to a compromise, compromise arrangement or scheme applicable to or affecting: (i) all the share capital of the Parent Company or, or as the case may be, be all the shares of the class in question; , or (ii) all the shares or shares of the class in question which are held by a class of shareholder identified otherwise than by reference to their employment or their participation in the this Scheme; and (c) may direct the Trustee to accept an offer of cash, with or without other assets, for the Shares appropriated to him if the offer forms part of a general offer which is made to holders of shares of the same class as himself or of shares in the Parent Company, and which is made in the first instance on a condition such that if it is satisfied the person making the offer, offer will have control of the Parent Company within the meaning of Section 158 of the Corporation Tax Act, 1976; and (d) may agree after the expiry of the Retention Period to sell the beneficial interest in the Shares shares appropriated to him, him to the Trustee for the same consideration as in accordance with Rule 8 (b8(b) (iv) above would be required to be obtained for the Shares themselves; and. (e) in the event of any offer being made or a transaction being proposed in any of the circumstances described in this Rule 9 (a), 9(a) (b) or (c) the Trustee shall forthwith notify each Participant and shall act in accordance with the instructions of the Participant in dealing with his Scheme Shares and in the absence of any such instructions shall take no action.

Transactions in Shares. Notwithstanding Rule 8 above, a Participant: (a) may direct the Trustee to accept an offer for any of the Shares appropriated to him (hereinafter referred to in this Rule as “the Original Shares’’) if the acceptance or agreement will result in a new holding, as defined in Section 2 (1) (b) of Schedule 2 to the Capital Gains Tax Act, 1975, being equated with the Original Shares for the purposes of Capital Gains Tax; and (b) may direct the Trustee to agree to a transaction affecting the Shares appropriated to him or such of them as are of a particular class if the transaction would be entered into pursuant to a compromise, arrangement or scheme applicable to or affecting: (i) all the share capital of the Parent Company or, as the case may be, all the shares of the class in question; or (ii) all the shares or shares of the class in question which are held by a class of shareholder identified otherwise than by reference to their employment or their participation in the Scheme; and (c) may direct the Trustee to accept an offer of cash, with or without other assets, for the Shares appropriated to him if the offer forms part of a general offer which is made to holders of shares of the same class as himself or of shares in the Parent Company, and which is made in the first instance on a condition such that if it is satisfied the person making the offer, offer will have control of the Parent Company within the meaning of Section 158 of the Corporation Tax Act, 1976; and (d) may agree after the expiry of the Retention Period to sell the beneficial interest in the Shares appropriated to him, him to the Trustee for the same consideration as in accordance with Rule 8 (b) (iv) above would be required to be obtained for the Shares themselves; and (e) in the event of any offer being made or a transaction being proposed in any of the circumstances described in this Rule 9 (a), (b) or (c) the Trustee shall forthwith notify each Participant and shall act in accordance with the instructions of the Participant in dealing with his Scheme Shares and in the absence of any such instructions shall take no action.