Common use of Bermuda Required Actions Clause in Contracts

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 Closing, (a) IPC Genesis 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 Genesis shareholder resolutions evidencing the Required IPC Genesis Vote and deliver such documents to ValidusAerCap; and (b) Amalgamation Sub shall (and ValidusAerCap, as the sole shareholder of Amalgamation Sub Sub, shall cause Amalgamation Sub to) (i) procure that the statutory declarations declaration 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 ValidusAerCap, 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 Closing, : (a) IPC shall 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 IPC Company shareholder resolutions evidencing the Required IPC Company Amalgamation Vote and deliver such documents to ValidusParent; and (b) the Amalgamation Sub shall (and ValidusParent, as the sole shareholder of the Amalgamation Sub shall cause the Amalgamation Sub to) (iA) procure that the statutory declarations required by Section 108(3) of the Companies Act is duly sworn by one of the Amalgamation Sub’s officers; , (iiB) prepare a duly certified copy of the shareholder resolutions evidencing the approval of ValidusParent, as the sole shareholder of the Amalgamation Sub, of the Amalgamation; and , (iiiC) prepare a notice advising the Registrar of the registered office of the Amalgamated Company, (D) obtain the approval of the Registrar to the proposed Name Change and (E) prepare the memorandum of association of Parent, amended to reflect the Name Change.