Common use of IN AND ORDERLY MARKETING ARRANGEMENTS Clause in Contracts

IN AND ORDERLY MARKETING ARRANGEMENTS. 2.1 The New Covenantor hereby undertakes with each of the Company, Xxxxxxx Xxxxxx and RBC that, except as provided in clauses 2.2 and 2.3, he will not during the Restricted Period effect any Disposal of his interest in all or any of the Transfer Shares (the “Restricted Interests”). 2.2 Subject to clause 2.3, the restrictions contained in clauses 2.1 and 3 shall not apply to any of the following: (a) any Disposal which is notified in writing in advance to the Board, Xxxxxxx Xxxxxx and RBC and to which each of the Board, Xxxxxxx Xxxxxx and RBC acting reasonably and in good faith gives its prior consent in writing; (b) any Disposal by way of gift: (i) by any individual to a Family Member; (ii) by any individual to any person or persons acting in the capacity of trustee or trustees of a trust created by such individual or, upon any change of trustees of a trust so created, to the new trustee or trustees, provided that there are no persons beneficially interested under the trust other than the individual and his Family Members; (iii) by any individual to any person or persons acting in the capacity of trustee or trustees of a trust established for charitable purposes only or, upon any change of trustees of a trust so created, to the new trustee or trustees; or (iv) by the trustee or trustees of a trust to which subparagraphs (ii) or (iii) apply to any person beneficially interested under that trust, provided that, prior to the making of any such Disposal, the Board (acting reasonably and in good faith) are satisfied that the transferee falls within one of the categories (i) to (iv) above and any such transferee first gives an undertaking to the Company, Xxxxxxx Xxxxxx and RBC in like terms to those in this clause 2 and contained in a deed, in such form as Xxxxxxx Xxxxxx and RBC may require, duly executed by the transferee and delivered to the Company, Xxxxxxx Xxxxxx and RBC; (c) in the event of an intervening court order; (d) to the acceptance of a general, partial or tender offer made to shareholders of the Company (or to all such shareholders other than the offeror and/or any body corporate controlled by the offeror and/or any persons acting in concert with the offeror) to acquire all the issued Shares (other than any Shares which are already owned by the person making such offer and any other person acting in concert with him or it); (e) to the execution of an irrevocable undertaking to accept a general, partial or tender offer made to shareholders of the Company (or to all such shareholders other than the offeror and/or any body corporate controlled by the offeror and/or any persons acting in concert with the offeror) to acquire all the issued Shares (other than any Shares which are already owned by the person making such offer and any other person acting in concert with him or it); (f) to a Disposal pursuant to a compromise or arrangement between the Company and its creditors or any class of them or between the Company and its shareholders or any class of them which is agreed to by the creditors or shareholders in accordance with relevant laws and regulations; (g) any Disposal to or by the personal representatives of any Director who shall die during the Restricted Period; (h) any Disposal pursuant to acceptance of an offer by the Company to purchase its own Shares which is made on identical terms to all holders of its Shares; (i) if the Shares are no longer listed on AIM; (j) any Disposal to Affiliates, shareholders, partners, members, directors, managers, employees or consultants of the New Covenantor, provided that such Affiliates, shareholders, partners, members, directors, managers, employees or consultants agree to be bound in writing by the restrictions on further Disposal and requirements of orderly marketing set forth herein; (k) any Disposal of interests in the Shares as collateral for a loan extended to the New Covenantor, provided that the lender agrees in writing to be bound by the restrictions on further Disposal and requirements of orderly marketing set forth in herein; or (l) any Disposal required to be made pursuant to the Share Transfer Agreement. 2.3 Any Disposals permitted pursuant to the provisions of clause 2.2 shall be subject to the following provisions: (a) except as prohibited by applicable law, regulation or judicial order, any Disposals shall be notified in advance to the Company, Xxxxxxx Xxxxxx and RBC in writing at least 5 Business Days prior to the entry into of any agreement or undertaking relating to the same, save in respect of: (i) any Disposal to trustees pursuant to clause 2.2(b)(iii), where only prior notice shall be required; (ii) any Disposal to personal representatives pursuant to clause 2.2(g), where notice shall be as soon after such Disposal as shall be reasonably practicable; and (iii) any Disposal required to be made pursuant to the Share Transfer Agreement, where notice shall be as soon after such Disposal as shall be reasonably practicable. (b) if the New Covenantor wishes to make a Disposal pursuant to clause 2.2(a) or 2.2(g) (insofar as it relates to a sale by the personal representatives) he, or in the case of clause 2.2(g) the personal representative, shall: (i) notify the Company, Xxxxxxx Xxxxxx and RBC in advance of his intention to effect such a sale pursuant to paragraph (a) above; and (ii) instruct RBC to arrange the Disposal of such shares (the “Locked-In Shares”) at not less than the minimum price which he requests for the Locked-In Shares (the “Specified Price”) and if RBC fails to satisfy any of the following: (1) arrange for the Disposal of the Locked-In Shares at a price not less than the Specified Price within 5 Business Days of RBC being instructed to do so; (2) provide best execution and competitive terms of disposal; or (3) offer a fee and commission competitive with those charged by other reputable brokers, then the New Covenantor shall be entitled to sell all or any of the Locked-In Shares otherwise than through RBC provided that the Locked-In Shares are not sold at a price less than the Specified Price, subject always to the Company, Xxxxxxx Xxxxxx and RBC having the right, at their reasonable discretion, to waive the notice period pursuant to paragraph 2.3(a) above.