DIRECTORS’ REPORT (x) Vesting events If the following events occur, the options will vest in full: (a) a strategic competitor acquires more than 29% of the fully diluted share capital or becomes the largest shareholder in our Company; (b) except where a successor company obtains control and exchanges the options under Tier 1 ESOP for new options on economically equivalent terms, any person obtains control of our Company (i.e. acquires the right to exercise more than 50% of the controlling rights in the Company); (c) there is a sale of all or substantially all of the shares in our Company by way of a trade sale or by way of a sale to a third party; (d) there is a disposal by one or more transactions of all or substantially all of the business of the Company; (e) there is a sale of all or substantially all of the shares in a project company or member of the Group to which a senior manager provides services or by which a senior manager is employed, as appropriate, by way of trade sale or by way of sale to a third party or there is a disposal of all or substantially all of the business of the project company or a member of the Group to which a senior manager provides services or by which the relevant senior manager is employed; or (f) there is a solvent winding-up of the Company. R E A C H I N G N E W H E I G H T S 108
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