Common use of Conversion of IPC Common Shares Clause in Contracts

Conversion of IPC Common Shares. Each IPC Common Share issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined in Section 2.1(c)) shall be cancelled and converted into the right to receive for each IPC Common Share (i) 0.9727 (the “Exchange Ratio”) Validus voting common shares, each having a par value of $0.175 (each, a “Validus Common Share”) (the “Per Share Common Consideration”), and (ii) $7.50 in cash without interest (the “Per Share Cash Consideration”) (the Per Share Common Consideration and the Per Share Cash Consideration, together with any cash paid in lieu of fractional shares in accordance with Section 2.2(e), the “Consideration”). Upon such conversion, each IPC Common Share shall be cancelled and each holder of IPC Common Shares registered in the IPC Share Register or holding a valid IPC Certificate immediately prior to the Effective Time shall thereafter cease to have any rights with respect to such IPC Common Shares except the right to receive the Consideration. The Consideration shall be appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Validus Common Shares or IPC Common Shares), reorganization, recapitalization, reclassification or other like change with respect to Validus Common Shares or IPC Common Shares having a record date on or after the date hereof and prior to the Effective Time.

Conversion of IPC Common Shares. Each IPC Common Share Share, issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined in Section 2.1(c)Shares) shall be cancelled and converted into the right to receive for each IPC Common Share (i) 0.9727 (shares in the “Exchange Ratio”) Validus voting common sharesshare capital of Validus, each having a par value of $0.175 (each, a “Validus Common Share”) equal to 1.1234 (the “Per Share Common ConsiderationExchange Ratio”), ) and (ii) $7.50 3.00 per IPC Common Share in cash without interest (the “Per Share Cash Consideration”) (the Per Share Common Consideration and Exchange Ratio, the Per Share Cash Consideration, together with any cash paid in lieu of fractional shares in accordance with Section 2.2(e), the “Consideration”). Upon such conversion, each IPC Common Share shall be cancelled and each holder of IPC Common Shares shares registered in the IPC Share Register or holding a valid IPC Certificate immediately prior to the Effective Time shall thereafter cease to have any rights with respect to such IPC Common Shares shares except the right to receive the Consideration. The Consideration shall be appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Validus Common Shares or IPC Common Shares), reorganization, recapitalization, reclassification or other like change with respect to Validus Common Shares or IPC Common Shares having a record date on or after the date hereof and prior to the Effective Time.”

Conversion of IPC Common Shares. Each IPC Common Share Share, issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares (as defined in Section 2.1(c)Shares) shall be cancelled and converted into the right to receive for each IPC Common Share (i) 0.9727 (shares in the “Exchange Ratio”) Validus voting common sharesshare capital of Validus, each having a par value of $0.175 (each, a “Validus Common Share”) equal to 1.1234 (the “Per Share Common ConsiderationExchange Ratio”), ) and (ii) $7.50 3.75 per IPC Common Share in cash without interest (the “Per Share Cash Consideration”) (the Per Share Common Consideration and Exchange Ratio, the Per Share Cash Consideration, together with any cash paid in lieu of fractional shares in accordance with Section 2.2(e), the “Consideration”). Upon such conversion, each IPC Common Share shall be cancelled and each holder of IPC Common Shares shares registered in the IPC Share Register or holding a valid IPC Certificate immediately prior to the Effective Time shall thereafter cease to have any rights with respect to such IPC Common Shares shares except the right to receive the Consideration. The Consideration shall be appropriately adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Validus Common Shares or IPC Common Shares), reorganization, recapitalization, reclassification or other like change with respect to Validus Common Shares or IPC Common Shares having a record date on or after the date hereof and prior to the Effective Time.”