(1) A company may by special resolution (an “opting-in resolution”) opt in for the purposes of this Chapter if the following three [five] conditions are met in relation to the company.
(2) The first condition is that the company has voting shares admitted to trading on a [UK] regulated market.
(3) The second condition is that—
(a) the company's articles of association—
(i) do not contain any such restrictions as are mentioned in Article 11 of the Takeovers Directive, or
(ii) if they do contain any such restrictions, provide for the restrictions not to apply at a time when, or in circumstances in which, they would be disapplied by that Article,
(b) those articles do not contain any other provision which would be incompatible with that Article.
[(3) The second condition is that the company's articles of association do not contain any restrictions on the transfer of shares or, if they do contain any such restrictions, provide that they are not to apply to—
(a) transfers to the offeror, or at the offeror's direction to another person, during the offer period, or
(b) transfers to any person at a time during the offer period when the offeror holds shares amounting to not less than 75% in value of all the voting shares in the company.
(3A) The third condition is that the company's articles of association—
(a) do not contain any restrictions on rights to vote at a general meeting of the company, or
(b) if they do contain any such restrictions, provide that they are not to have effect on rights to vote at a general meeting of the company that—
(i) decides whether to take any action which might result in the frustration of the takeover bid, or
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