Common use of Agreement to Purchase Shares Clause in Contracts

Agreement to Purchase Shares. (a) Subject to the terms, limitations and conditions of this Agreement, the Investor hereby commits to purchase an aggregate number of Shares equal to the number set forth on Schedule A opposite the heading “Total Shares” at the Purchase Price, by payment for the Initial Share at the Closing plus such Capital Call amounts specified by the Company from time to time pursuant to Call Notices during the Commitment Period in respect of Future Shares; provided, that in no event shall the aggregate Purchase Price payable for the Total Shares to be purchased by the Investor exceed the amount set forth on Schedule A opposite the heading “Total Commitment” (such amount, the Investor’s “Total Commitment”). The “Remaining Commitment” means, at any time, an amount equal to the Investor’s Total Commitment at such time reduced by the sum of: (i) the payment for the Initial Share paid by the Investor and (ii) the amount of the aggregate Purchase Price paid by the Investor in relation to the Capital Calls delivered by the Company to the Investor pursuant to and subject to the terms of this Section 3.1. During the Commitment Period, upon fifteen (15) business days’ prior written notice from the Company, substantially in the form of Exhibit C attached hereto (each, a “Call Notice”), delivered after approval of the Board or the executive committee of the Board (the “Executive Committee”) for such Capital Call has been obtained (unless the Investor has waived such fifteen (15) business-day period in writing or by funding such Capital Call as set forth in the Call Notice), the Company may require (subject, in each case, to the terms, limitations and conditions of this Agreement and the Shareholders Agreement) the Investor to fund all or part of its Remaining Commitment as specified in such Call Notice (each, a “Capital Call”). The amount called from the Investor pursuant to a Capital Call may not exceed the Investor’s Remaining Commitment as of the date of the Call Notice to which such Capital Call relates, and in no event shall the Investor’s aggregate Purchase Price paid for the Shares exceed the Investor’s Total Commitment. For purposes of this Agreement, “business day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York or Bermuda are authorized or required by law to close.

Agreement to Purchase Shares. (a) Subject to the terms, limitations and conditions of this Agreement, the Investor hereby commits to purchase an aggregate number of Shares equal to the number set forth on Schedule A opposite the heading “Total Shares” at the Purchase Price, Price by payment for the Initial Share Shares at the Closing plus such Capital Call amounts specified by the Company from time to time pursuant to Call Notices during the Commitment Period in respect of Future Shares; provided, that in no event shall (i) the aggregate Purchase Price payable for the Class B-1 common shares to be purchased by the Investor hereunder exceed the amount set forth on Schedule A opposite the heading “Total B-1 Commitment” (such amount, the Investor’s “Total B-1 Commitment”) and (ii) the aggregate Purchase Price payable for the Total Shares to be purchased by the Investor hereunder exceed the amount set forth on Schedule A opposite the heading “Total Commitment” (such amount, the Investor’s “Total Commitment”). The “Remaining B-1 Commitment” means, at any time, an amount equal to the Investor’s Total B-1 Commitment at such time reduced by the sum of: (i) the payment for the Initial Share Closing B-1 Payment Amount paid by the Investor and (ii) the amount of the aggregate Purchase Price paid by the Investor in relation to the Capital Calls delivered by the Company to the Investor pursuant to and subject to the terms of this Section 3.1. During the Commitment Period, upon fifteen (15) business days’ prior written notice from the Company, substantially in the form of Exhibit C attached hereto (each, a “Call Notice”), delivered after approval of the Board or the executive committee of the Board (the “Executive Committee”) for such Capital Call has been obtained (unless the Investor has waived such fifteen (15) business-day period in writing or by funding such Capital Call as set forth in the Call Notice), the Company may require (subject, in each case, to the terms, limitations and conditions of this Agreement and the Shareholders Agreement) the Investor to fund all or part of its Remaining B-1 Commitment as specified in such Call Notice (each, a “Capital Call”). The amount called from the Investor pursuant to a Capital Call may not exceed the Investor’s Remaining B-1 Commitment as of the date of the Call Notice to which such Capital Call relates, and in no event shall the (i) Investor’s aggregate Purchase Price paid for the Shares exceed the Investor’s Total Commitment and (ii) Investor’s aggregate Purchase Price paid for the Class B-1 common shares exceed the Investor’s Total B-1 Commitment. For purposes of this Agreement, “business day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York or Bermuda are authorized or required by law to close.

Agreement to Purchase Shares. (a) Subject to the terms, limitations and conditions of this Agreement, the Investor hereby commits to purchase an aggregate number of Shares equal to the number set forth on Schedule A opposite the heading “Total Shares” at the Purchase Price, Price by payment for the Initial Share Shares at the Closing plus such Capital Call amounts specified by the Company from time to time pursuant to Call Notices during the Commitment Period in respect of Future Shares; provided, that in no event shall (i) the aggregate Purchase Price payable for the Class B-1 common shares to be purchased by the Investor hereunder exceed the amount set forth on Schedule A opposite the heading “Total B-1 Commitment” (such amount, the Investor’s “Total B-1 Commitment”) and (ii) the aggregate Purchase Price payable for the Total Shares to be purchased by the Investor hereunder exceed the amount set forth on Schedule A opposite the heading “Total Commitment” (such amount, the Investor’s “Total Commitment”). The “Remaining B-1 Commitment” means, at any time, an amount equal to the Investor’s Total B-1 Commitment at such time reduced by the sum of: (i) the payment for the Initial Share Closing B-1 Payment Amount paid by the Investor and (ii) the amount of the aggregate Purchase Price paid by the Investor in relation to the Capital Calls delivered by the Company to the Investor pursuant to and subject to the terms of this Section 3.1. During the Commitment Period, upon fifteen (15) business days’ prior written notice from the Company, substantially in the form of Exhibit C attached hereto (each, a “Call Notice”), delivered after approval of the Board or the executive committee of the Board (the “Executive Committee”) for such Capital Call has been obtained (unless the Investor has waived such fifteen (15) business-day period in writing or by funding such Capital Call as set forth in the Call Notice), the Company may require (subject, in each case, to the terms, limitations and conditions of this Agreement and the Shareholders Agreement) the Investor to fund all or part of its Remaining Commitment as specified in such Call Notice (each, a “Capital Call”). The amount called from the Investor pursuant to a Capital Call may not exceed the Investor’s Remaining Commitment as of the date of the Call Notice to which such Capital Call relates, and in no event shall the Investor’s aggregate Purchase Price paid for the Shares exceed the Investor’s Total Commitment. For purposes of this Agreement, “business day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York or Bermuda are authorized or required by law to close3.