Common use of TRANSMISSION OF SHARES Clause in Contracts

TRANSMISSION OF SHARES. 10.1 In case of the death of a Shareholder who is a natural person, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognized by the Company as having any title to his interest in the shares, but nothing herein contained shall release the estate of any such deceased holder from any liability in respect of any shares which had been held by him solely or jointly with other persons. (a) Any person becoming entitled to a share by reason of the death or bankruptcy of a Shareholder (or in any way other than by transfer) may, upon such evidence being produced as may from time to time be required by the Board of Directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to make such transfer of the share to such other person nominated by him as the deceased or bankrupt person could have made and to have such person registered as the transferee thereof, but the Board of Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that Shareholder before his death or bankruptcy as the case may be. (b) If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. 10.3 A person becoming entitled to a share by reason of the death or bankruptcy of the holder (or in any way other than by transfer) shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Shareholder in respect of the share, be entitled in respect of it to exercise any right conferred by share ownership in relation to meetings of the Company; provided, however, that the Board of Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within ninety days the Board of Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.

TRANSMISSION OF SHARES. 10.1 13.1 In the case of the death of a Shareholder who is a natural personShareholder, the survivor or survivors survivors, where the deceased was a joint holder, and the legal personal representatives of the deceased estate representative, where he was a sole holder, shall be the only persons recognized person recognised by the Company as having any title to his interest in the shares, ; but nothing herein contained shall release the estate of any such a deceased holder (whether the sole or joint) from any liability in respect of any shares which had been share held by him solely or jointly with other persons. For the purpose of this Bye-Law, estate representative means the person to whom probate or letters of administration has or have been granted in Bermuda or, failing any such person, such other person as the Board may in its absolute discretion determine to be the person recognised by the Company for the purpose of this Bye-Law. (a) 13.2 Any person becoming entitled to a share by reason in consequence of the death or bankruptcy of a Shareholder (or in any way other than otherwise by transfer) operation of applicable law may, subject as hereafter provided and upon such Bye-laws of Platinum Underwriters Holdings Ltd. 9 of 33 evidence being produced as may from time to time be required by the Board of Directors and subject as hereinafter providedto his entitlement, elect either to be registered himself as the holder of the share or elect to make such transfer of the share to such other have some person nominated by him as the deceased or bankrupt person could have made and to have such person registered as the transferee thereof, but the Board of Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that Shareholder before his death or bankruptcy as the case may be. (b) . If the person so becoming entitled shall elect elects to be registered himself as holder himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have his nominee registered, he shall signify his election by signing an instrument of transfer of such share in favour of his nominee. All the limitations, restrictions and provisions of these Bye-Laws relating to the right to transfer and the registration of transfer of shares shall be applicable to any such notice or instrument of transfer as aforesaid as if the death of the Shareholder or other event giving rise to the transmission had not occurred and the notice or instrument of transfer was an instrument of transfer signed by such Shareholder. 10.3 13.3 A person becoming entitled to a share by reason in consequence of the death of a Shareholder or bankruptcy otherwise by operation of applicable law shall (upon such evidence being produced as may from time to time be required by the holder (or in any way other than by transferBoard as to his entitlement) shall be entitled to the same receive and may give a discharge for any dividends and or other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Shareholder monies payable in respect of the share, but he shall not be entitled in respect of it the share to exercise any right conferred by share ownership in relation receive notices of or to attend or vote at general meetings of the Company; providedCompany or, howeversave as aforesaid, that to exercise in respect of the share any of the rights or privileges of a Shareholder until he shall have become registered as the holder thereof. The Board of Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and and, if the notice is not complied with within ninety days sixty (60) days, the Board of Directors may thereafter withhold payment of all dividends, bonuses or dividends and other monies payable in respect of the share shares until the requirements of the notice have been complied with. 13.4 Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the Board under this Bye-Law.

TRANSMISSION OF SHARES. 10.1 13.1 In the case of the death of a Shareholder who is a natural personMember, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where he the deceased Member was a sole holder, shall be the only persons recognized recognised by the Company as having any title to his the deceased Member's interest in the shares, but nothing . Nothing herein contained shall release the estate of any such a deceased joint holder from any liability in respect of any shares share which had been jointly held by him solely or jointly such deceased Member with other persons. Subject to the provisions of the Act, for the purpose of this Bye-law, legal personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member. (a) 13.2 Any person becoming entitled to a share by reason in consequence of the death or bankruptcy of any Member may be registered as a Shareholder (or in any way other than by transfer) may, Member upon such evidence being produced as may from time to time be required by the Board of Directors and subject as hereinafter provided, may deem sufficient or may elect either to nominate some person to be registered himself as holder a transferee of the share or to make such transfer of the share to share, and in such other person nominated by him as the deceased or bankrupt person could have made and to have such person registered as the transferee thereof, but the Board of Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that Shareholder before his death or bankruptcy as the case may be. (b) If the person so becoming entitled shall execute in favour of such nominee an instrument of transfer in writing in the form, or as near thereto as circumstances admit, of the following: Transfer by a Person Becoming Entitled on Death/Bankruptcy of a Member - (the "Company") I/We, having become entitled in consequence of the [death/bankruptcy] of [name and address of deceased Member] to [number] share(s) standing in the Register of Members of the Company in the name of the said [name of deceased/bankrupt Member] instead of being registered myself/ourselves, elect to be have [name of transferee] (the "Transferee") registered himself as holder he shall deliver or send a transferee of such share(s) and I/we do hereby accordingly transfer the said share(s) to the Company a notice in writing signed by him stating that he so elects. 10.3 A person becoming entitled Transferee to a share by reason hold the same unto the Transferee, his or her executors, administrators and assigns, subject to the conditions on which the same were held at the time of the death or bankruptcy of execution hereof; and the holder (or in any way other than by transferTransferee does hereby agree to take the said share(s) shall be entitled subject to the same dividends and other advantages to which he would be entitled if he were conditions. DATED this [ ] day of [ ], 200[ ] Signed by: In the registered holder of the share, except that he shall not, before being registered as a Shareholder in respect of the share, be entitled in respect of it to exercise any right conferred by share ownership in relation to meetings of the Company; provided, however, that the Board of Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within ninety days the Board of Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.presence of: ----------------------------- ------------------------

TRANSMISSION OF SHARES. 10.1 13.1 In the case of the death of a Shareholder who is a natural personShareholder, the survivor or survivors survivors, where the deceased was a joint holder, and the legal personal representatives of the deceased estate representative, where he was a sole holder, shall be the only persons recognized person recognised by the Company as having any title to his interest in the shares, ; but nothing herein contained shall release the estate of any such a deceased holder (whether the sole or joint) from any liability in respect of any shares which had been share held by him solely or jointly with other persons. For the purpose of this Bye-Law, estate representative means the person to whom probate or letters of administration has or have been granted in Bermuda or, failing any such person, such other person as the Board may in its absolute discretion determine to be the person recognised by the Company for the purpose of this Bye-Law. (a) 13.2 Any person becoming entitled to a share by reason in consequence of the death or bankruptcy of a Shareholder (or in any way other than otherwise by transfer) operation of applicable law may, subject as hereafter provided and upon such evidence being produced as may from time to time be required by the Board of Directors and subject as hereinafter providedto his entitlement, elect either to be registered himself as the holder of the share or elect to make such transfer of the share to such other have some person nominated by him as the deceased or bankrupt person could have made and to have such person registered as the transferee thereof, but the Board of Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that Shareholder before his death or bankruptcy as the case may be. (b) . If the person so becoming entitled shall elect elects to be registered himself as holder himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. If he shall elect to have his nominee registered, he shall signify his election by signing an instrument of transfer of such share in favour of his nominee. All the limitations, restrictions and provisions of these Bye-Laws relating to the right to transfer and the registration of transfer of shares shall be applicable to any such notice or instrument of transfer as aforesaid as if the death of the Shareholder or other event giving rise to the transmission had not occurred and the notice or instrument of transfer was an instrument of transfer signed by such Shareholder. 10.3 13.3 A person becoming entitled to a share by reason in consequence of the death of a Shareholder or bankruptcy otherwise by operation of applicable law shall (upon such evidence being produced as may from time to time be required by the holder (or in any way other than by transferBoard as to his entitlement) shall be entitled to the same receive and may give a discharge for any dividends and or other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Shareholder monies payable in respect of the share, but he shall not be entitled in respect of it the share to exercise any right conferred by share ownership in relation receive notices of or to attend or vote at general meetings of the Company; providedCompany or, howeversave as aforesaid, that to exercise in respect of the share any of the rights or privileges of a Shareholder until he shall have become registered as the holder thereof. The Board of Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and and, if the notice is not complied with within ninety days sixty (60) days, the Board of Directors may thereafter withhold payment of all dividends, bonuses or dividends and other monies payable in respect of the share shares until the requirements of the notice have been complied with. 13.4 Subject to any directions of the Board from time to time in force, the Secretary may exercise the powers and discretions of the Board under this Bye-Law.

TRANSMISSION OF SHARES. 10.1 12.1 In the case of the death of a Shareholder who is a natural person, Member the survivor or survivors where the deceased was a joint holder, Holder and the legal personal representatives executors or administrators of the deceased where he he/she was a sole holder, or only surviving Holder shall be the only persons recognized Persons recognised by the Company as having any title to his his/her interest in the shares, shares but nothing herein contained in this Article shall release the estate of any such a deceased holder joint Holder from any liability in respect of any shares share which had been jointly held by him solely or jointly with other personshim/her. (a) 12.2 Any person Person becoming entitled to a share by reason in consequence of the death death, Bankruptcy or bankruptcy incapacity of a Shareholder (or in any way other than by transfer) may, Member may upon such evidence as to his/her title being produced as may from time to time be required by the Board of Directors and subject as hereinafter provided, provided elect either to be registered himself himself/herself as holder the Holder of the share or to make such transfer of the share to such other person have some Person nominated by him as the deceased or bankrupt person could have made and to have such person him/her registered as the transferee Holder thereof, but the Board of Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that Shareholder before his death or bankruptcy as the case may be. (b) 12.3 If the person Person so becoming entitled shall elect to be registered himself as holder he himself/herself he/she shall deliver or send to the Company a notice in writing signed Notice Signed by him him/her stating that he he/she so elects. If he/she shall elect to have another Person registered he/she shall testify his/her election by an instrument of transfer of the share in favour of that Person. All the limitations restrictions and provisions of these Articles relating to the right to transfer and the registration of transfers of shares shall be applicable to any such Notice or instrument of transfer as aforesaid as if it were an instrument of transfer executed by the Member and the death, Bankruptcy or incapacity of the Member had not occurred. 10.3 12.4 A person Person becoming entitled to a share by reason of the death death, Bankruptcy or bankruptcy incapacity of the holder (or in any way other than by transfer) a Member shall be entitled to the same dividends and other advantages to which he he/she would be entitled if he he/she were the registered holder Holder of the share, share except that he he/she shall not, not before being registered as a Shareholder in respect the Holder of the share, share be entitled in respect of it to exercise any right conferred by share ownership membership in relation to meetings of the Company; provided, however, Company provided always that the Board of Directors may at any time give notice Notice requiring any such person Person to elect either to be registered himself himself/herself or to transfer the share and if the notice Notice is not complied with within ninety days one Month such Person shall be deemed to have so elected to be registered himself/herself and all the Board restrictions on the transfer and transmission of Directors may thereafter withhold payment of all dividends, bonuses or other monies payable shares contained in respect of the share until the requirements of the notice have been complied withthese Articles shall apply to such election.

TRANSMISSION OF SHARES. 10.1 6.1 - In the case of the death of a Shareholder who is a natural personmember, the survivor or survivors survivors, where the deceased was a joint registered holder, and the legal personal representatives representative of the deceased deceased, where he was a the sole holder, shall be the only persons recognized by the Company as having any title to his interest in the shares. Before recognizing any legal personal representative the Directors may require him to deliver to the Company the original or a court-certified copy of a grant of probate or letters of administration in British Columbia or such other evidence and documents as the Directors consider appropriate to establish the right of the personal representative to such title to the interest in the shares of the deceased member. 6.2 - Upon the death or bankruptcy of a member, but nothing herein contained his personal representative or trustee in bankruptcy, although not a member, shall release have the estate of any such deceased holder from any liability in respect of any same rights, privileges and obligations that attach to the shares which had been formerly held by him solely the deceased or jointly bankrupt member if the documents required by the Company Act shall have been deposited with other personsthe Company. This Article does not apply on the death of a member with respect to shares registered in his name and the name of another person in joint tenancy. (a) 6.3 - Any person becoming entitled to a share by reason in consequence of the death or bankruptcy of a Shareholder (or in any way other than by transfer) maymember shall, upon such documents and evidence being produced to the Company as may from time the Company Act requires, or who becomes entitled to time be required by a share as a result of an order of a Court of competent jurisdiction or a statute, has the Board of Directors and subject as hereinafter provided, elect right either to be registered himself as holder a member in his representative capacity in respect of the share or such share, or, if he is a personal representative, instead of being registered himself, to make such transfer of the share to such other person nominated by him shares as the deceased or bankrupt person could have made and to have such person registered as the transferee thereof, made; but the Board of Directors shall, as regards a transfer by a personal representative or trustee in either casebankruptcy, have the same right right, if any, to decline or suspend registration of a transferee as they would have had in the case of a transfer of the share by that Shareholder before his death or bankruptcy as the case may be. (b) If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. 10.3 A person becoming entitled to a share by reason of the deceased or bankrupt person before the death or bankruptcy of the holder (or in any way other than by transfer) shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Shareholder in respect of the share, be entitled in respect of it to exercise any right conferred by share ownership in relation to meetings of the Company; provided, however, that the Board of Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within ninety days the Board of Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied withbankruptcy.

TRANSMISSION OF SHARES. 10.1 In case of the death of a Shareholder who is a natural person, the survivor or survivors where the deceased was a joint holder, and the 15.1 The legal personal representatives of the a deceased where he was sole holder of a sole holder, Share shall be the only persons recognized by the Company as having any title to his interest the Share. 15.2 In the case of a Share registered in the shares, names of two or more holders the survivors or survivor or the legal personal representatives of the deceased survivor shall be the only persons recognized by the Company as having any title to the Share but nothing herein contained shall release the estate of any such a deceased joint holder from any liability in respect of any shares Share which had been held jointly by him solely or jointly with other persons. (a) 15.3 Any of the following persons that is to say -- 15.3.1 either of the parents or the guardian of any infant Member; 15.3.2 any person becoming entitled to a share Share in consequence of the bankruptcy of a Member; 15.3.3 the legal personal representative of a deceased Member; 15.3.4 the beneficiaries of a deceased Member becoming entitled thereto under the deceased Member's will or the next of kin of the deceased Member entitled on an intestacy; 15.3.5 any person having authority in law to manage the affairs of a Member who by reason of the death mental or bankruptcy of a Shareholder (or in any way other than by transfer) mayphysical infirmity is unable to manage his affairs -- shall, upon such evidence being produced as may to his or their status or authority as is from time to time be properly required by the Board of Directors and subject as hereinafter providedDirectors, elect have the right either to be registered himself as holder of the share or themselves or to make such transfer of the share to such other person nominated by him Share as the deceased or bankrupt person Member could have made and to the Directors shall have such person registered as the transferee thereof, but the Board of Directors shall, in either case, have the same no right to decline or suspend registration as they would have had in the case of a transfer of the share Share by that Shareholder before his death the Member if the Member had been alive or bankruptcy as capable of transferring the case may beShare. (b) If 15.4 The Shares standing in the person so becoming name of the trustees of the will of any deceased Member may be transferred upon any change of trustees to the trustees for the time being of the will. 15.5 Where two or more persons are jointly entitled shall elect to be registered himself as holder he shall deliver or send pursuant to the Company a notice in writing signed by him stating that he so electsprovisions of this Clause 15 they shall, for the purposes of this Constitution, be deemed to be joint holders of the Share. 10.3 15.6 A person becoming entitled to be registered as a share by reason Member in respect of the death or bankruptcy of the holder (or in any way other than by transfer) a Share pursuant to this Clause 15 shall be entitled to the same dividends Dividends and other advantages to which he would be entitled if he were the registered holder of the share, Share except that he shall not, before being registered as a Shareholder Member in respect of the shareShare, be entitled in respect of it the Share to exercise any right conferred by share ownership membership in relation to general meetings of the Company; provided, however, that the Board of Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within ninety days the Board of Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.

TRANSMISSION OF SHARES. 10.1 In case of the death of a Shareholder who is a natural person, member the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole or only surviving holder, shall be the only persons recognized by the Company as having any title to his interest in the shares, ; but nothing herein contained shall release the estate of any such a deceased holder (whether sole or joint) from any liability in respect of any shares share which had been solely held by him solely or jointly held by him with other persons. (a) . Any person becoming entitled to a share by reason in consequence of the death or bankruptcy (or winding up as the case may be) of a Shareholder (member or in any way other than otherwise by transfer) operation of law or court order may, upon such evidence being produced as may from time to time properly be required by the Board of Directors directors and subject as hereinafter provided, elect either to be registered himself as holder of the share or to make such transfer of the share to such other have some person nominated by him as the deceased or bankrupt person could have made and to have such person registered as the transferee thereof, but the Board of Directors directors shall, in either case, have the same right to decline or suspend registration and other rights under these articles and the Ordinance as they would have had in the case of a transfer of the share or a registration of any share transfer by that Shareholder member before his death or bankruptcy or winding up, as the case may be. (b) . If the person so becoming entitled shall elect to be registered himself as holder himself, he shall deliver or send to the Company a notice in writing signed by him stating that he so elects. 10.3 . If he shall elect to have another person registered he shall testify his election by executing to that person a transfer of the share. All the limitations, restrictions and provisions of these articles and the Ordinance relating to the right to transfer and the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as if the death or bankruptcy or winding up (as the case may be) of the member had not occurred and the notice or transfer were a transfer signed by that member. A person becoming entitled to a share by reason of the death or bankruptcy or winding up (as the case may be) of the holder (or in any way other than otherwise by transfer) operation of law or court order shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, not before being registered as a Shareholder member in respect of the share, be entitled in respect of it to exercise any right conferred by share ownership membership in relation to meetings of the Company; provided, however, provided always that the Board of Directors directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share share, and if the notice is not complied with within ninety 90 days the Board of Directors directors may thereafter withhold payment of all dividends, dividends bonuses or other monies moneys payable in respect of the share until the requirements of the notice have been complied with. Any person to whom the right to any shares in the Company has been transmitted by operation of law or court order shall, if the directors refuse to register the transfer, be entitled to call on the directors to furnish within 28 days a statement of the reasons for the refusal. FORFEITURE OF SHARES If a member fails to pay any call or instalment of a call on the day appointed for payment thereof the directors may, at any time thereafter during such time as any part of the call or instalment remains unpaid, serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any interest which may have accrued. The notice shall name a further day (not earlier than the expiration of 14 days from the date of service of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by the notice has been made in full, be forfeited by a resolution of the directors to that effect. Any such forfeiture shall extend to dividends declared and other distributions and benefits accruing in respect of shares so forfeited. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the directors think fit. If the forfeited share is so sold or disposed of, the directors shall account to the person whose shares have been forfeited with the balance (if any) of moneys received by the Company in respect of such share, after deduction of expenses of forfeiture, sale or disposal of the shares and any amounts due to the Company in respect of such share. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all moneys which, at the date of forfeiture, were payable by him to the Company in respect of the shares, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. A statutory declaration in writing that the declarant is a director or the secretary of the Company, and that a share in the Company has been duly forfeited on a date stated in the declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share on any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share. The provisions of these articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.