of the transferee is entered in the register of members of the Company in
respect of it.
(b)
Upon registration of a transfer or allotment
of Shares, and provided the provisions of this Clause shall have been complied
with, a Shareholder's benefit of the continuing rights under this agreement
shall attach to the transferee who may enforce them as if it had been a party to
this agreement and named in it as a Shareholder.
16.
DEADLOCK
16.1
A DEADLOCK EVENT SHALL BE DEEMED TO HAVE OCCURRED
IF [****].
16.2
[****]
16.3
IF A DEADLOCK EVENT IS DEEMED TO OCCUR, THE
MATTER MAY BE REFERRED BY ANY SHAREHOLDER AT ANY TIME WITHIN 45 DAYS OF THE
OCCURRENCE OF THE DEADLOCK EVENT BY WRITTEN NOTICE (A DEADLOCK NOTICE) TO THE
CHIEF EXECUTIVE OFFICER OF GIC AND THE CHIEF EXECUTIVE OFFICER OF ACGL FOR
INFORMAL RESOLUTION.
[****]
IF THE CHIEF EXECUTIVE OFFICERS OF GIC AND ACGL
ARE UNABLE TO RESOLVE THE DEADLOCK EVENT WITHIN 48 HOURS AFTER THE TIME AT WHICH
THEIR LAST MEETING OCCURRED, EITHER SHAREHOLDER SHALL BE ENTITLED TO INVOKE THE
REMAINING PROVISIONS OF THIS CLAUSE BY GIVING THE BUY-SELL OFFER NOTICE
SPECIFIED BELOW.
IF NEITHER SHAREHOLDER DELIVERS A DEADLOCK NOTICE WITHIN 45
DAYS OF THE OCCURRENCE OF THE DEADLOCK EVENT, NO DEADLOCK EVENT SHALL BE DEEMED
TO EXIST AND THE REFUSALS TO CONSENT OR FAILURES TO AGREE DESCRIBED IN SUBCLAUSE
16.1 SHALL BE REQUIRED AGAIN FOR ANY DEADLOCK EVENT TO EXIST.
16.4
[****]
16.5
(A)
AFTER THE 48
HOUR PERIOD REFERRED TO IN SUBCLAUSE 16.3 AND PRIOR TO THE END OF THE 45 DAY
PERIOD REFERRED TO IN SUBCLAUSE 16.4, EITHER SHAREHOLDER (THE FIRST SHAREHOLDER)
MAY DELIVER A NOTICE IN THE FORM OF SCHEDULE 3 (A BUY-SELL OFFER NOTICE) IN
WRITING ON THE OTHER SHAREHOLDER (THE SECOND SHAREHOLDER) SIGNED BY OR ON BEHALF
OF THE FIRST SHAREHOLDER OFFERING (I) TO SELL TO THE SECOND SHAREHOLDER ALL
27
THE SHARES HELD BY THE FIRST SHAREHOLDER (THE FIRST SALE SHARES) AND (II) IF THE
SECOND SHAREHOLDER DOES NOT BUY ALL OF THE FIRST SALE SHARES FROM THE FIRST
SHAREHOLDER, TO BUY FROM THE SECOND SHAREHOLDER ALL THE SHARES HELD BY THE
SECOND SHAREHOLDER (THE SECOND SALE SHARES).
(B)
THE FIRST SHAREHOLDER SHALL DELIVER A COPY
OF THE BUY-SELL OFFER NOTICE TO THE COMPANY AT THE SAME TIME AS THE BUY-SELL
OFFER NOTICE IS SERVED ON THE SECOND SHAREHOLDER.
(C)
THE BUY-SELL OFFER NOTICE SHALL SPECIFY THE
PRICE IN US DOLLARS AT WHICH ALL OF THE FIRST SALE SHARES ARE OFFERED AND SHALL
REQUEST THE SECOND SHAREHOLDER TO NOTIFY THE FIRST SHAREHOLDER IN WRITING WITHIN
45 DAYS FROM THE DATE OF SERVICE OF THE BUY-SELL OFFER NOTICE WHETHER OR NOT THE
SECOND SHAREHOLDER IS WILLING TO PURCHASE THE FIRST SALE SHARES AT SUCH PRICE.
(D)
THE SECOND SHAREHOLDER SHALL DELIVER A
NOTICE IN THE FORM OF SCHEDULE 4 TO THE FIRST SHAREHOLDER WITHIN 45 DAYS FROM
THE DATE OF DELIVERY OF THE BUY-SELL OFFER NOTICE, STATING WHETHER OR NOT IT IS