Sharesave Plan. Promptly following the date hereof, the Company shall take all actions with respect to the Sharesave Plan that are necessary or desirable to provide that, (i) except for the savings periods under the Sharesave Plan in effect as of the date hereof (the “Current Savings Periods”), no savings periods under the Sharesave Plan shall be authorized or commence after the date hereof, (ii) no new participants will commence participation in the Sharesave Plan after the date hereof, (iii) no Sharesave Plan participant as of the date hereof shall be permitted to increase such participant’s payroll contribution rate in effect as of the date hereof or make separate nonpayroll contributions on or following the date hereof, (iv) the Company Board shall exercise its discretion under the Sharesave Plan to allow options granted thereunder to be exercised earlier than the end of the Current Savings Periods, in connection with the Transactions, (v) the accumulated savings of each Sharesave Plan participant that has not timely withdrawn from the Current Savings Periods shall be used to purchase shares of Company Common Stock upon the exercise of options granted under, and otherwise in accordance with the terms of, the Sharesave Plan, within a period determined by the Company Board in accordance with the Sharesave Plan, provided that such period ends no later than five (5) Business Days prior to the Effective Time, and (vi) the Sharesave Plan shall terminate effective immediately prior to (and subject to the occurrence of) the Effective Time (if not previously terminated).
Sharesave Plan. The Awards granted under the Sharesave Plan which vested on 1 June 2023 will, unless they are exercised, subsist on their terms and may, subject to their terms, be exercised in full until their lapse date which falls six months after the vesting date. To the extent that Awards granted under the Sharesave Plan have not yet vested at the date of Court Sanction, they will vest and may, in accordance with the Sharesave Plan rules, be exercised to the extent that they vest, with effect from Court Sanction, following when any Awards granted under the Sharesave Plan (including those which have vested as at the date hereof) which are not exercised within 20 days of the Effective Date will lapse (save that this provision shall not extend the normal lapse date of any Award granted under the Sharesave Plan). The holders of the vested Awards described in this paragraph 3.2.7 will be invited to exercise their Awards with effect from Court Sanction and to sell their resultant Target Shares pursuant to the Scheme. The holders of the unvested Awards described in this paragraph 3.2.7 will be invited to: (a) exercise their Awards to the extent that they have vested, either: (i) with effect from Court Sanction and to sell their resultant Target Shares pursuant to the Scheme; or (ii) to exercise their Awards to the extent that they have vested at the latest possible time before they lapse and sell their resultant Target Shares pursuant to the Articles Amendment; and (b) to the extent they wish to do so, to transfer any Target Shares they acquire upon exercise of their Award to their spouse or registered civil partner, such Target Shares to be acquired by Bidco either under the Scheme or pursuant to the Articles Amendment.
Sharesave Plan. The Offeror agrees it shall offer each holder of an outstanding option as at the Effective Date under the Sharesave Plan the opportunity to exchange his/her option over Company Shares for an equivalent option over Offeror Shares, each such option to be subject to the terms and conditions of the Sharesave Plan. The Offeror agrees to take all reasonable steps to ensure the exchange will be structured in such a way as to ensure that the tax-favourable status of all options is preserved. Options not so exchanged shall become exercisable following the Court Hearing and shall, to the extent not exercised, lapse six months thereafter.
