63(1)Eligible shares must not be subject to any restrictions other than—
(a)those involved in there being a holding period (see paragraphs 31, 52 and 57); or
(b)those affecting all ordinary shares in the company; or
(c)those permitted by—
paragraph 64 (voting rights),
paragraph 65 (provision for forfeiture), or
paragraph 66 (pre-emption conditions).
(2)For this purpose there is a restriction if there is any contract, agreement, arrangement or condition—
(a)by which a person’s freedom to dispose of the shares or of any interest in them or of the proceeds of their sale or to exercise any right conferred by them is restricted, or
(b)by which such a disposal or exercise may result in any disadvantage to him or to a person connected with him,
subject to sub-paragraphs (3) and (4).
(3)Any discretion of the directors under the articles of association of the company to refuse to accept the transfer of shares shall be disregarded for the purposes of this paragraph if the directors—
(a)have undertaken to the Inland Revenue not to exercise it in such a way as to discriminate against participants, and
(b)have notified all qualifying employees of the existence of the undertaking.
(4)There shall also be disregarded for the purposes of this paragraph so much of any contract, agreement, arrangement or condition as contains provisions similar in purpose and effect to any of the provisions of the Model Code as (for the time being) set out in the listing rules issued by the competent authority for listing in the United Kingdom under section 74(4) of the [2000 c. 8.] Financial Services and Markets Act 2000.