Common use of SHARE BUY-BACK PROGRAMS Clause in Contracts

SHARE BUY-BACK PROGRAMS. (a) In the event that the Company determines to effect repurchases of its Common Shares (and, if applicable, New Securities) in a repurchase program approved by its board of directors, then St. Xxxx must sell to the Company, on each day which any Common Shares are so repurchased at a price equal to the average price of repurchases by the Company on such day, such number of Common Shares necessary to limit St. Paul's beneficial ownership interest in the Company to no more than 24.9% of the outstanding Common Shares (on an Unadjusted Basis (as defined in the Company's Bye-Laws)) after all such repurchases; PROVIDED, that St. Xxxx xxx require that any repurchases from it by the Company must be at the average purchase price of any repurchases effected by the Company on such day pursuant to Rule 10b-18 under the Exchange Act. The precise number of Common Shares to be repurchased by the Company from St. Xxxx will be rounded up to the nearest round lot number.

Appears in 3 contracts

Samples: Formation and Separation Agreement (Platinum Underwriters Holdings LTD), Formation and Separation Agreement (Platinum Underwriters Holdings LTD), Formation and Separation Agreement (Platinum Underwriters Holdings LTD)

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SHARE BUY-BACK PROGRAMS. (a) In a)In the event that the Company determines to effect repurchases of its Common Shares (and, if applicable, New Securities) in a repurchase program approved by its board of directors, then St. Xxxx must sell to the Company, on each day which any Common Shares are so repurchased at a price equal to the average price of repurchases by the Company on such day, such number of Common Shares necessary to limit St. Paul's beneficial ownership interest in the Company to no more than 24.9% of the outstanding Common Shares (on an Unadjusted Basis (as defined in the Company's Bye-Laws)) after all such repurchases; PROVIDED, that St. Xxxx xxx require that any repurchases from it by the Company must be at the average purchase price of any repurchases effected by the Company on such day pursuant to Rule 10b-18 under the Exchange Act. The precise number of Common Shares to be repurchased by the Company from St. Xxxx will be rounded up to the nearest round lot number.

Appears in 1 contract

Samples: Formation and Separation Agreement (Platinum Underwriters Holdings LTD)

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