Common use of Certain Transfer Restrictions Clause in Contracts

Certain Transfer Restrictions. (a) From the date hereof to the date of the next annual meeting of the stockholders of the Company in May, 1997, neither the Swiss Re Stockholders nor the Reliance Stockholders shall be permitted to transfer any Shares to a third party unless, prior to any proposed transfer the Swiss Re Stockholders or Reliance Stockholders (as the case may be, a "Selling Stockholder") has given written notice of the proposed transfer of such Shares (the "Notice of Intention") to the Company specifying the type and number of Shares which such Selling Stockholder wishes to transfer, the proposed purchase price (the "Offer Price") therefore and all other material terms and conditions of the proposed transfer. For a period of thirty (30) days following its receipt of the Notice of Intention, the Company or its designees shall have the right to purchase all or (with the consent of the Selling Stockholder) any portion of the Shares offered by such Selling Stockholder at the Offer Price and on the other terms specified in the Notice of Intention, exercisable by delivery of an irrevocable notice (the "Company Notice") to the Selling Stockholder specifying the number of offered Shares with respect to which the Company or its designees is exercising its option. If all notices required to be given pursuant to this Section have been duly given and the Company or its designees do not exercise the option to purchase the offered Shares at the Offer Price and on the other terms specified in the Notice of Intention or determined, with the consent of the Selling Stockholder, to exercise its option to purchase a portion of the offered Shares, then the Selling Stockholder shall have the right, at any time thereafter to sell to a third party the offered Shares remaining unsold under this Section at a price not less than the Offer Price and on other terms which shall not be materially more favorable to such third party in the aggregate than those terms set forth in the Notice of Intention.

Certain Transfer Restrictions. (a) From the date hereof No Other Stockholder shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law or otherwise) any interest in any Stockholder Shares, (a “Transfer”), except pursuant to the date of the next annual meeting of the stockholders a Public Sale or a Sale of the Company or, in May, 1997, neither the Swiss Re Stockholders nor the Reliance Stockholders shall be permitted to transfer any Shares to a third party unless, prior to any proposed transfer the Swiss Re Stockholders or Reliance Stockholders (as the case may beof BofA, a "Selling Transfer to the Founding Stockholder in the case of a Tendering Event or a BHC Regulatory Problem (an “Exempt Transfer”), or the provisions of this paragraph 3. Prior to making any Transfer other than an Exempt Transfer, the Other Stockholder transferring any Stockholder Shares (a “Transferring Stockholder"”) has given shall deliver a written notice of the proposed transfer of such Shares (the "Notice of Intention"an “Offer Notice”) to the Company specifying Company, the type Investors and the Founding Stockholder. The Offer Notice shall disclose in reasonable detail the identity of the prospective transferee(s), the number of Stockholder Shares which such Selling Stockholder wishes to transfer, be transferred and the proposed purchase price (the "Offer Price") therefore and all other material terms and conditions of the proposed transferTransfer. For a period In no event shall any Transfer (other than an Exempt Transfer) of thirty (30) days following its receipt of the Notice of Intention, the Company or its designees shall have the right to purchase all or (with the consent of the Selling Stockholder) any portion of the Stockholder Shares offered by such Selling Stockholder at the Offer Price and on the other terms specified in the Notice of Intention, exercisable by delivery of an irrevocable notice (the "Company Notice") to the Selling Stockholder specifying the number of offered Shares with respect to which the Company or its designees is exercising its option. If all notices required to be given pursuant to this Section paragraph 3 be made by any Other Stockholder for any consideration other than cash payable upon consummation of such Transfer or in installments over time (which may, but does not need to, be evidenced by a seller note). No Other Stockholder shall consummate any Transfer until 45 days after the Offer Notice has been given to the Company and the Investors and the Founding Stockholder (the “Election Period”), unless the parties to the Transfer have been duly given and finally determined pursuant to this paragraph 3 prior to the Company or its designees do not exercise the option to purchase the offered Shares at the Offer Price and on the other terms specified in the Notice expiration of Intention or determined, with the consent such 45-day period. The date of the Selling Stockholder, first to exercise its option occur of such events is referred to purchase a portion of herein as the offered Shares, then the Selling Stockholder shall have the right, at any time thereafter to sell to a third party the offered Shares remaining unsold under this Section at a price not less than the Offer Price and on other terms which shall not be materially more favorable to such third party in the aggregate than those terms set forth in the Notice of Intention“Authorization Date.”