Bermuda Required Actions. Prior to the Closing, (a) IPC shall (i) procure that the statutory declaration required by Section 108(3) of the Companies Act is duly sworn by one of its officers; (ii) prepare a duly certified copy of the IPC shareholder resolutions evidencing the Required IPC Vote and deliver such documents to Validus; and (b) Amalgamation Sub shall (and Validus, as the sole shareholder of Amalgamation Sub shall cause Amalgamation Sub to) (i) procure that the statutory declarations required by Section 108(3) of the Companies Act is duly sworn by one of Amalgamation Sub’s officers; (ii) prepare a duly certified copy of the shareholder resolutions evidencing the approval of Validus, as the sole shareholder of the Amalgamation Sub, of the Amalgamation; and (iii) prepare a notice advising the Registrar of the registered office of the Amalgamated Company.
Bermuda Required Actions. Prior to the Effective Time: (a) PRE shall: (i) procure that the statutory declaration required by Section 108(3) of the Companies Act is duly sworn by one of its officers; and (ii) prepare a duly certified copy of the PRE shareholder resolutions evidencing the Requisite PRE Vote and deliver such documents to Parent; and (b) Parent shall: (i) procure that the statutory declaration required by Section 108(3) of the Companies Act is duly sworn by one of its officers; and (ii) prepare a duly certified copy of the Merger Sub shareholder resolutions evidencing the Requisite Merger Sub Vote and deliver such documents to PRE.
Bermuda Required Actions. Prior to the Closing, (a) Company shall (i) procure that the statutory declaration required by S.104B(2)(a) of the Companies Act is duly sworn by one of its officers, (ii) procure that the irrevocable deed poll (in the agreed form) as required pursuant to S.104B(2)(b) of the Companies Act is executed by it and its directors and (iii) deliver to Parent a copy of the advertisement (in the agreed form) placed by it in The Royal Gazette in Bermuda as required by S.104B(2)(e)(i) of the Companies Act and (b) Parent shall procure that Merger Sub will deliver to Company a copy of the advertisement (in the agreed form) placed by Merger Sub in The Wall Street Journal as required by S.104B(2)(e)(ii) of the Companies Act. Prior to the Closing Date, Company and Parent shall deliver to the Registrar a notice of amalgamation (in the agreed form) for the purpose of, and in accordance with, S.104C(1) of the Companies Act, together with any documents required to be enclosed with that notice. The Surviving Company shall, within 30 days after the date of issue of the Certificate of Merger, file with the Registrar a certified copy of the Certificate of Merger as filed with the Secretary of State of the State of Delaware.
Bermuda Required Actions. Prior to the Closing, the Company shall (a) procure that the statutory declaration required by Section 108(3) of the Bermuda Companies Act is duly sworn by one of its officers, and (b) prepare a duly certified copy of the Company shareholder resolutions evidencing the Requisite Shareholder Approval and deliver such documents to Parent.
Bermuda Required Actions. (a) Prior to the Closing, the Company shall procure that the statutory declaration required by Section 108(3) of the Companies Act is duly sworn by one of its officers.
(b) Prior to the Closing, Amalgamation Sub shall (and Parent, as the sole shareholder of Amalgamation Sub shall cause Amalgamation Sub to) (i) procure that the statutory declarations required by Section 108(3) of the Companies Act are duly sworn by one of Amalgamation Sub’s officers; (ii) prepare a duly certified copy of the shareholder resolutions evidencing the approval of Bayshore Holdings Ltd., as the sole shareholder of the Amalgamation Sub, of the Amalgamation; (iii) obtain the approval of the Registrar to the proposed name of the Amalgamated Company; and (iv) prepare a notice advising the Registrar of the registered office of the Amalgamated Company.
Bermuda Required Actions. Prior to the Closing, (a) the Company shall (i) procure that the statutory declaration required by Section 108(3) of the Bermuda Companies Act is duly sworn by one of Company’s officers; (ii) prepare a duly certified copy of the Company shareholder resolutions evidencing the Company Shareholder Approval and deliver such documents to Parent; and (b) Merger Sub shall (and Parent, as the sole shareholder of Merger Sub, shall cause Merger Sub to) (i) procure that the statutory declaration required by Section 108(3) of the Bermuda Companies Act is duly sworn by one of Merger Sub’s officers; (ii) prepare a duly certified copy of the shareholder resolutions evidencing the approval of Parent, as the sole shareholder of Merger Sub, of the Merger; and (iii) prepare a notice advising the Registrar of the registered office of the Surviving Company.
Bermuda Required Actions. Prior to the Closing,
(a) the Company shall: (i) procure that the statutory declaration required by Section 108(3) of the Bermuda Companies Act is duly sworn by one of the officers of the Company; (ii) prepare a certified copy of the minutes of the Shareholders’ Meeting; and (iii) provide any and all other supporting documentation and consents required by the Registrar to register the Amalgamation pursuant to the Bermuda Companies Act; and
(b) Amalgamation Sub shall (and Parent, as the sole shareholder of Amalgamation Sub, shall cause Amalgamation Sub to) (i) procure that the statutory declaration required by Section 108(3) of the Bermuda Companies Act is duly sworn by one of the officers of Amalgamation Sub; (ii) prepare a certified copy of the shareholder’s resolution of Amalgamation Sub evidencing the approval of Parent, as the sole shareholder of Amalgamation Sub, of the Amalgamation; and (iii) provide any and all other supporting documentation and consents required by the Registrar to register the Amalgamation pursuant to the Bermuda Companies Act.
Bermuda Required Actions. Prior to the Closing, Amalgamation Sub shall (and Parent, as the sole shareholder of Amalgamation Sub shall cause Amalgamation Sub to) (i) procure that the statutory declarations required by Section 108(3) of the Companies Act are duly sworn by one of Amalgamation Sub’s officers; (ii) prepare a duly certified copy of the shareholder resolutions evidencing the approval of Parent, as the sole stockholder of the Amalgamation Sub, of the Amalgamation; (iii) obtain the approval of the Registrar to the proposed name of the Amalgamated Company; and (iv) prepare a notice advising the Registrar of the registered office of the Amalgamated Company.
Bermuda Required Actions. Before the Closing: (a) the Company shall: (i) procure that the statutory declaration required by Section 108(3) of the Companies Act is duly sworn by one of its officers; and (ii) prepare a duly certified copy of the Company shareholder resolutions evidencing the Company Merger Vote; and (b) the Merger Sub shall (and Parent, as the sole shareholder of the Merger Sub shall cause the Merger Sub to) (A) procure that the statutory declarations required by Section 108(3) of the Companies Act is duly sworn by one of the Merger Sub’s officers, (B) prepare a duly certified copy of the shareholder resolutions evidencing the approval of Parent, as the sole shareholder of the Merger Sub, of the Merger and deliver such documents to the Company, and (C) prepare a notice advising the Registrar of the registered office of the Surviving Company.
Bermuda Required Actions. Prior to the Closing, (a) Max shall (i) procure that the statutory declaration required by Section 108(3) of the Companies Act is duly sworn by one of its officers; (ii) prepare a duly certified copy of the Max shareholder resolutions evidencing the Required Max Vote and deliver such documents to IPC; and (b) Amalgamation Sub shall (and IPC, as the sole shareholder of Amalgamation Sub shall cause Amalgamation Sub to) (i) procure that the statutory declarations required by Section 108(3) of the Companies Act is duly sworn by one of Amalgamation Sub’s officers; (ii) prepare a duly certified copy of the shareholder resolutions evidencing the approval of IPC, as the sole shareholder of the Amalgamation Sub, of the Amalgamation; (iii) obtain the approval of the Registrar to the proposed name of the Amalgamated Company; (iv) prepare a notice advising the Registrar of the registered office of the Amalgamated Company; (v) prepare the memorandum of association of the Amalgamated Company, amended to show the name change.
