A transfer of legal title in shares to a nominee company, even where beneficial ownership is retained, constitutes a 'transfer' or 'disposal' for the purposes of a negative covenant prohibiting assignment, transfer or economically similar action in relation to shares. Where a loan agreement contains both a general default provision (requiring the lender to consider whether the breach can be remedied) and a specific undertakings provision, the principle of internal coherence requires that breaches of negative undertakings within the agreement be dealt with under the general default provision, not the specific undertakings provision which is confined to undertakings dehors the contract. Consensual termination of employment does not constitute 'Early Termination' where the definition contemplates unilateral termination by either party.
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