Common use of Compliance with Laws and Consents Clause in Contracts

Compliance with Laws and Consents. Trenwick shall have complied with all laws and regulations applicable to the authorization and issuance of the Preferred Shares and, subject to the following sentence, the conversion of Preferred Shares into Trenwick Common Stock, including the adoption or authorization by the Board of Directors of Trenwick of the Certificate of Designation. Trenwick and Option Writer shall have obtained all consents and approvals (whether shareholder, regulatory, contractual or otherwise) necessary for the authorization and issuance of the Preferred Shares, the conversion of the Preferred Shares into Trenwick Common Stock, and the authorization and issuance of such Trenwick Common Stock, including without limitation the approval of any applicable insurance regulatory body or agency, and the approval of any filing or application required under applicable securities laws (whether of Bermuda, the U.S., any state of the U.S., or any other applicable jurisdiction), provided, however, that if any insurance regulator shall for any reason decline to approve the conversion of the Preferred Shares and/or the issuance of Trenwick Common Stock pursuant to such conversion, but shall approve the authorization and issuance of the Preferred Shares, then such approval of the conversion of the Preferred Shares and/or the issuance of Trenwick Common Stock pursuant to such conversion, as applicable, shall not be a condition to exercise of the Securities Issuance Option, provided further, however, that Trenwick has reasonably cooperated with Option Writer to obtain such approvals. Notwithstanding the foregoing, if any consent, approval or other matter necessary for conversion of the Preferred Shares into Trenwick Common Stock is of such a nature that it cannot be obtained or achieved until at or about the time of such conversion, then such consent, approval or other matter shall not be a condition to exercise of the Securities Issuance Option.

Compliance with Laws and Consents. Trenwick Company shall have complied with all laws and regulations applicable to the authorization and issuance of the Preferred Shares and, subject to the following sentence, the conversion of Preferred Shares into Trenwick Company Common Stock, including the adoption or authorization by the Board of Directors of Trenwick Company of the Certificate of Designation. Trenwick Company and Option Writer Writers shall have obtained all consents and approvals (whether shareholder, regulatory, contractual or otherwise) necessary for the authorization and issuance of the Preferred SharesShares (other than as set forth in the Credit Agreement), the conversion of the Preferred Shares into Trenwick Company Common Stock, and the authorization and issuance of such Trenwick Company Common Stock, including without limitation the approval of any applicable insurance regulatory body or agency, and the approval of any filing or application required under applicable securities laws (whether of Bermuda, the U.S., any state of the U.S., or any other applicable jurisdiction), provided, however, that if any insurance regulator shall for any reason decline to approve the conversion of the Preferred Shares and/or the issuance of Trenwick Company Common Stock pursuant to such conversion, but shall approve the authorization and issuance of the Preferred Shares, then such approval of the conversion of the Preferred Shares and/or the issuance of Trenwick Company Common Stock pursuant to such conversion, as applicable, shall not be a condition to exercise of the Securities Issuance Option, provided further, however, that Trenwick Company has reasonably cooperated with Option Writer Writers to obtain such approvals. Notwithstanding the foregoing, if any consent, approval or other matter necessary for conversion of the Preferred Shares into Trenwick Company Common Stock is of such a nature that it cannot be obtained or achieved until at or about the time of such conversionconversion (including without limitation the approvals of any members of the Board of Directors of Company required under the Bermuda Companies Act of 1981, as amended, or other applicable law), then such consent, approval or other matter shall not be a condition to exercise of the Securities Issuance Option.