Common use of NEW ISSUES OF SHARES Clause in Contracts

NEW ISSUES OF SHARES. 19.1 In the event that the Company proposes to issue further Shares (“New Shares”) after having obtained the necessary consent in accordance with clause 6, the Company shall not allot the New Shares other than in accordance with this clause 19, provided that the provisions of the clause 19.3 shall not apply (i) to the issue of Management Equity or (ii) the issue of New Shares in connection with any mergers or acquisitions or joint venture transactions in either case save where, following the issue of such New Shares, an A or B Shareholder’s aggregate holding of Shares would be reduced to below [ * * * ] of the outstanding issued share capital of the Company in which case the provisions of clause 19.3 shall apply with respect to that Shareholder. 19.2 The Company shall not issue any further B Shares except to the B Shareholder. 19.3 The Company shall issue a notice to the Shareholders confirming its intention to issue New Shares and shall make an offer to each Shareholder to allot to it a proportion of the New Shares as nearly as practicable equal to the proportion in nominal value of the Shares held by it as at close of business on the date before such offers (“Relevant Proportion”). Shareholders may take up all or part or none of the New Shares offered to them. 19.4 The notice shall specify; 19.4.1 the proposed allotee(s) of the New Shares and confirmation that such allotees are not Restricted Person(s); 19.4.2 the class of Shares proposed to be issued and details of the rights to be attached to such New Shares; 19.4.3 the number of New Shares to which the relevant Shareholder is entitled to subscribe; 19.4.4 the price per New Share; and 19.4.5 the time (being not less than [ * * * ] Business Days from the date of the notice) within which, if the offer is not accepted by the relevant Shareholder irrevocably and in writing to the Company, it shall be deemed to be declined. 19.5 The Company shall not allot any of the New Shares to any person until the expiration of the time period specified in the notice given under clause 19.4.5. 19.6 If New Shares are issued in conjunction with other Shareholder Instruments the Board may make it a condition of the offer that each Shareholder subscribes for his Relevant Proportion of such Shareholder Instruments. 19.7 No New Shares shall be allotted to any person who is not a Shareholder unless and until such person has become a party to this Agreement by executing and delivering to the Company and the Shareholders a Deed of Adherence substantially in the form of schedule 8.

NEW ISSUES OF SHARES. 19.1 In the event that the Company proposes to issue further Shares (“New Shares”) after having obtained the necessary consent in accordance with clause 6, the Company shall not allot the New Shares other than in accordance with this clause 19, provided that the provisions of the clause 19.3 shall not apply (i) to the issue of Management CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [ * * * ]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Equity or (ii) the issue of New Shares in connection with any mergers or acquisitions or joint venture transactions in either case save where, following the issue of such New Shares, an A or B Shareholder’s aggregate holding of Shares would be reduced to below [ * * * ] of the outstanding issued share capital of the Company in which case the provisions of clause 19.3 shall apply with respect to that Shareholder. 19.2 The Company shall not issue any further B Shares except to the B Shareholder. 19.3 The Company shall issue a notice to the Shareholders confirming its intention to issue New Shares and shall make an offer to each Shareholder to allot to it a proportion of the New Shares as nearly as practicable equal to the proportion in nominal value of the Shares held by it as at close of business on the date before such offers (“Relevant Proportion”). Shareholders may take up all or part or none of the New Shares offered to them. 19.4 The notice shall specify; 19.4.1 the proposed allotee(s) of the New Shares and confirmation that such allotees are not Restricted Person(s); 19.4.2 the class of Shares proposed to be issued and details of the rights to be attached to such New Shares; 19.4.3 the number of New Shares to which the relevant Shareholder is entitled to subscribe; 19.4.4 the price per New Share; and 19.4.5 the time (being not less than [ * * * ] Business Days from the date of the notice) within which, if the offer is not accepted by the relevant Shareholder irrevocably and in writing to the Company, it shall be deemed to be declined. 19.5 The Company shall not allot any of the New Shares to any person until the expiration of the time period specified in the notice given under clause 19.4.5. 19.6 If New Shares are issued in conjunction with other Shareholder Instruments the Board may make it a condition of the offer that each Shareholder subscribes for his Relevant Proportion of such Shareholder Instruments. 19.7 No New Shares shall be allotted to any person who is not a Shareholder unless and until such person has become a party to this Agreement by executing and delivering to the Company and the Shareholders a Deed of Adherence substantially in the form of schedule 8.

NEW ISSUES OF SHARES. 19.1 In the event that the Company proposes to issue further Shares (“New Shares”) after having obtained the necessary consent in accordance with clause 6, the Company shall not allot the New Shares other than in accordance with this clause 19, provided that the provisions of the clause 19.3 shall not apply (i) to the issue of Management Equity or (ii) the issue of New Shares in connection with any mergers or acquisitions or joint venture transactions in either case save where, following the issue of such New Shares, an the A or B Shareholder’s aggregate holding of Shares would be reduced to below [ * * * ] of the outstanding issued share capital of the Company in which case the provisions of clause 19.3 shall apply with respect to that ShareholderCompany. 19.2 The Company shall not issue any further B Shares except to the B Shareholder. 19.3 The Company shall issue a notice to the Shareholders confirming its intention to issue New Shares and shall make an offer to each Shareholder to allot to it a proportion of the New Shares as nearly as practicable equal to the proportion in nominal value of the Shares held by it as at close of business on the date before such offers (“Relevant Proportion”). Shareholders may take up all or part or none of the New Shares offered to them. 19.4 The notice shall specify; 19.4.1 the proposed allotee(s) of the New Shares and confirmation that such allotees are not Restricted Person(s); 19.4.2 the class of Shares proposed to be issued and details of the rights to be attached to such New Shares; 19.4.3 the number of New Shares to which the relevant Shareholder is entitled to subscribe; 19.4.4 the price per New Share; and 19.4.5 the time (being not less than [ * * * ] Business Days from the date of the notice) within which, if the offer is not accepted by the relevant Shareholder irrevocably and in writing to the Company, it shall be deemed to be declined.. Table of Contents 19.5 The Company shall not allot any of the New Shares to any person until the expiration of the time period specified in the notice given under clause 19.4.5. 19.6 If New Shares are issued in conjunction with other Shareholder Instruments the Board may make it a condition of the offer that each Shareholder subscribes for his Relevant Proportion of such Shareholder Instruments. 19.7 No New Shares shall be allotted to any person who is not a Shareholder unless and until such person has become a party to this Agreement by executing and delivering to the Company and the Shareholders a Deed of Adherence substantially in the form of schedule 8.

NEW ISSUES OF SHARES. 19.1 In the event that the Company proposes to issue further Shares (“New Shares”) after having obtained the necessary consent in accordance with clause 6, the Company shall not allot the New Shares other than in accordance with this clause 19, provided that the provisions of the clause 19.3 shall not apply (i) to the issue of Management Equity or (ii) the issue of New Shares in connection with any mergers or acquisitions or joint venture transactions in either each case save where, following the issue of such New Shares, an A or the B Shareholder’s aggregate holding of Shares would be reduced to below [ * * * ] of the outstanding issued share capital of the Company Shares, in which case the provisions of clause 19.3 shall apply with respect to that Shareholder. 19.2 The Company shall not issue any further B Shares except to the B Shareholder. 19.3 The Company shall issue a notice to the Shareholders confirming its intention to issue New Shares and shall make an offer to each Shareholder to allot to it a proportion of the New Shares as nearly as practicable equal to the proportion in nominal value of the Shares held by it as at close of business on the date before such offers (“Relevant Proportion”). Shareholders may take up all or part or none of the New Shares offered to them. 19.4 The notice shall specify; 19.4.1 the proposed allotee(s) of the New Shares and confirmation that such allotees are not Restricted Person(s); 19.4.2 the class of Shares proposed to be issued and details of the rights to be attached to such New Shares; 19.4.3 the number of New Shares to which the relevant Shareholder is entitled to subscribe; 19.4.4 the price per New Share; and 19.4.5 the time (being not less than [ * * * ] Business Days from the date of the notice) within which, if the offer is not accepted by the relevant Shareholder irrevocably and in writing to the Company, it shall be deemed to be declined. 19.5 The Company shall not allot any of the New Shares to any person until the expiration of the time period specified in the notice given under clause 19.4.5. 19.6 If New Shares are issued in conjunction with other Shareholder Instruments the Board may make it a condition of the offer that each Shareholder subscribes for his Relevant Proportion of such Shareholder Instruments. 19.7 No New Shares shall be allotted to any person who is not a Shareholder unless and until such person has become a party to this Agreement by executing and delivering to the Company and the Shareholders a Deed of Adherence substantially in the form of schedule 8.