Class 1 Transaction definition

Class 1 Transaction has the meaning set out in the listing rules issued by the UK Listing Authority; “Control” the possession by a person, directly or indirectly, of the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, by contract or otherwise) and “Controls” and “Controlled” shall be interpreted accordingly; “Corporate Change Event” means: (a) any change of Control of the Supplier or a Parent Undertaking of the Supplier; (b) any change of Control of any member of the Supplier Group which, in the reasonable opinion of the Buyer, could have a material adverse effect on the Services; (c) any change to the business of the Supplier or any member of the Supplier Group which, in the reasonable opinion of the Buyer, could have a material adverse effect on the Services; (d) a Class 1 Transaction taking place in relation to the shares of the Supplier or any Parent Undertaking of the Supplier whose shares are listed on the main market of the London Stock Exchange plc; (e) an event that could reasonably be regarded as being equivalent to a Class 1 Transaction taking place in respect of the Supplier or any Parent Undertaking of the Supplier; (f) payment of dividends by the Supplier or the ultimate Parent Undertaking of the Supplier Group exceeding 25% of the Net Asset Value of the Supplier or the ultimate Parent Undertaking of the Supplier Group respectively in any 12 month period; (g) an order is made or an effective resolution is passed for the winding up of any member of the Supplier Group; (h) any member of the Supplier Group stopping payment of its debts generally or becoming unable to pay its debts within the meaning of section 123(1) of the Insolvency Act 1986 or any member of the Supplier Group ceasing to carry on all or substantially all its business, or any compromise, composition, arrangement or agreement being made with creditors of any member of the Supplier Group; (i) the appointment of a receiver, administrative receiver or administrator in respect of or over all or a material part of the undertaking or assets of any member of the Supplier Group; and/or (j) any process or events with an effect analogous to those in paragraphs (e) to (g) inclusive above occurring to a member of the Supplier Group in a jurisdiction outside England and Wales;

Class 1 Transaction means a “Class 1 transaction” as defined in the Listing Rules;

Class 1 Transaction has the meaning set out in the listing rules issued by the UK Listing Authority; “Control” the possession by a person, directly or indirectly, of the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares,

Class 1 Transaction means a transaction requiring shareholder approval under Chapter 10 of the Listing Rules;

Class 1 Transaction has the meaning set out in the listing rules issued by the UK Listing Authority; “Control” the possession by a person, directly or indirectly, of the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, by contract or otherwise) and “Controls” and “Controlled” shall be interpreted accordingly; “Corporate Change Event” means: (a) any change of Control of the Supplier or a Parent Undertaking of the Supplier; (b) any change of Control of any member of the Supplier Group which, in the reasonable opinion of the Buyer, could have a material adverse effect on the Services; (c) any change to the business of the Supplier or any member of the Supplier Group which, in the reasonable opinion of the Buyer, could have a material adverse effect on the Services; (d) a Class 1 Transaction taking place in relation to the shares of the Supplier or any Parent Undertaking of the Supplier whose shares are listed on the main market of the London Stock Exchange plc; (e) an event that could reasonably be regarded as being equivalent to a Class 1 Transaction taking place in respect of the Supplier or any Parent Undertaking of the Supplier; (f) payment of dividends by the Supplier or the ultimate Parent Undertaking of the Supplier Group exceeding 25% of the Net Asset Value of the Supplier or the ultimate Parent Undertaking of the Supplier Group respectively in any 12 month period;

Class 1 Transaction has the meaning set out in the listing rules issued by the UK Listing Authority; “Control” the possession by a person, directly or indirectly, of the power to direct or cause the direction of the management and policies of the other person (whether through the ownership of voting shares, by contract or otherwise) and “Controls” and “Controlled” shall be interpreted accordingly; “Corporate Change Event” means: any change of Control of the Supplier or a Parent Undertaking of the Supplier; any change of Control of any member of the Supplier Group which, in the reasonable opinion of the Buyer, could have a material adverse effect on the Services; any change to the business of the Supplier or any member of the Supplier Group which, in the reasonable opinion of the Buyer, could have a material adverse effect on the Services; a Class 1 Transaction taking place in relation to the shares of the Supplier or any Parent Undertaking of the Supplier whose shares are listed on the main market of the London Stock Exchange plc; an event that could reasonably be regarded as being equivalent to a Class 1 Transaction taking place in respect of the Supplier or any Parent Undertaking of the Supplier; payment of dividends by the Supplier or the ultimate Parent Undertaking of the Supplier Group exceeding 25% of the Net Asset Value of

Class 1 Transaction means any transaction enter into by the Company or any of its Subsidiaries which would be classified as a Class 1 Transaction under and as defined in the Listing Rules of the UK Listing Authority (if such rules were applicable to that company or any of its Holding Companies) provided that, to the extent that the Listing Rules are amended following the date of this Agreement (as a result of the proposed reforms contemplated by the Financial Conduct Authority in the Consultation Paper CP23/10) to remove the requirement to seek shareholder approval for Class 1 Transactions, a Class 1 Transaction shall mean any acquisition of a company, business or undertaking, the consideration for which (when aggregated with any Financial Indebtedness or other assumed actual or contingent liability, in each case, remaining in the acquired company, business or undertaking at the date of acquisition) exceeds 25 per cent. of the market capitalisation of the Company (as at the close of business on the last Business Day before the announcement of that acquisition) or which would require approval of the Company's shareholders.

Class 1 Transaction has the meaning set out in the listing rules issued by the UK Listing Authority; "Codes of Practice" a document or documents developed by the Contractor and approved by the Authority which provides detailed guidance on how the Contractor will comply with the Defence Maritime Regulations in order to deliver the Affected Services;

Class 1 Transaction means, taking into account, as applicable, the assets, profits, turnover, gross capital and aggregate market value of the Group as a whole, a Class 1 transaction for the purposes of Paragraph 10.4() of the UK Listing Rules as in force on the date of this Agreement. Back to Contents