3The condition referred to in paragraph 1(b) above is that the shares—
(a)are not subject to such restrictions as will or may result in the person acquiring the shares or an interest in the shares obtaining a benefit through an increase, subsequent to the acquisition, of the value or the value to him of the shares or interest; and
(b)cannot (whether by one transaction or a series of transactions) be exchanged for or converted into shares which are subject to such restrictions.