Montpelier Re Holdings Ltd Sample Clauses

Montpelier Re Holdings Ltd. By: ------------------------------------- Name: Title: The Selling Shareholders named in Schedule I hereto, acting severally By: ------------------------------------- Attorney-in-Fact Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. Incorporated Banc of America Securities LLC Credit Suisse First Boston LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto. By: Xxxxxx Xxxxxxx & Co. Incorporated By: ---------------------------------- Name: Title: SCHEDULE I NUMBER OF FIRM SHARES NUMBER OF ADDITIONAL SELLING SHAREHOLDER TO BE SOLD SHARES TO BE SOLD -------------------------------------------------------- --------------------- -------------------- Cypress Merchant B Partners II (Cayman) L.P. - - Cypress Merchant Banking Partners II-A C.V. - - Cypress Side-By-Side (Cayman), L.P. - - 55th Street Partners II (Cayman) L.P. - - DLJMP Overseas Partners III, C.V. - - DLJ Offshore Partners III, C.V. - - DLJ Offshore Partners III-1, C.V. - - DLJ Offshore Partners III-2, C.V. - - DLJMB Partners III GmbH & Co. KG - - Millennium Partners II L.P. - - MBP III Plan Investors L.P. - - Vestar-Montpelier Holdings A L.P. - - Vestar-Montpelier Holdings B L.P. - - Vestar-Montpelier Employees Ltd. - - Xxxxxxxx Holdings Ltd. 796,055 - Xxxxxxx Global Equity Partners, L.P. 409,903 - Xxxxxxx Global Equity Partners (Bermuda), L.P. 74,692 - GGEP-SK, LLC 6,445 - Xxxxxxxx Xxxxxxxxx & Xxxx Capital Partners, L.P. 361,736 - FFL Executive Partners, L.P. 6,544 - Bank of America Corporation 336,936 - Mutual Shares Fund 124,221 - Mutual Qualified Fund 59,723 - Mutual Beacon Fund 65,492 - Mutual Discovery Fund 28,947 - Mutual European Fund 9,870 - Mutual Financial Services Fund 4,591 - Mutual Shares Securities Fund 9,993 - Mutual Discovery Securities Fund 1,314 - Mutual Beacon Fund (Canada) 1,154 - Franklin Mutual Beacon Fund 1,596 - OIP Montpelier, L.P. 208,257 - Century Capital Partners II, L.P. 40,000 - Trident Capital Fund-IV, L.P. 36,392 - Trident Capital Fund-IV Principals Fund, L.P. 1,323 - Trident Capital Fund-IV Affiliates Fund (Q), L.P. 667 - Trident Capital Fund-IV Affiliates Fund, L.P. 498 - Trident Capital Fund-V, L.P. 74,124 - Trident Capital Parallel Fund-V, C.V. 5,631 - Trident Capital Fund-V Principals Fund, L.P. 1,515 - Trident Capital Fund-V Affiliates Fund (Q), L.P. 000 - Xxxxxxx Xxxxxxx Xxxx-X Affiliates Fund, L.P. 431 - AXP Variable Portfolio Capital Resource Fund 102,300 - Renaissance Executive Partners, L.P. 26,598 - Total:...
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Montpelier Re Holdings Ltd a company registered in Bermuda under number [·] as an exempted company having its registered office at [·] (the “Company”);
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Montpelier Re Holdings Ltd of 94 Xxxxx Bay Road, Pembroke, Bermuda (“MRH”); and
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Montpelier Re Holdings Ltd. By: ----------------------- Name: Title: Accepted as of the date hereof Morgan Stanley & Co. Incorporated Banc of America Securities LLC Credix Xxxxsx Xxxxx Boston Corporation J.P. Morgan Securities Inc. Xxxxxx xeverally on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Morgan Stanley & Co. Incorporated By: ------------------------------------ Xame: Title: SCHEDULE I NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Morgan Stanley & Co. Incorporated............................. Banc of Xxxxxcx Xxxxxities LLC................................ Credit Suisse First Boston Corporation........................ J.P. Morgan Securities Inc.................................... --------------- Total:............................................... =============== EXHIBIT A [LLGM OPINION] EXHIBIT B [CD&P OPINION] EXHIBIT C [FORM OF LOCK-UP LETTER] ____________, 2002 Morgan Stanley & Co. Incorporated as representative of the Underwriterx x/x Xxxxxx Stanley & Co. Incorporated 1585 Broadway New York, NY 10036 Xxxx Xirs and Mesdames: Xxx xxxxxxxxxxx xxxxxxxxxxx xxxx Xxxxan Stanley & Co. Incorporated ("MORGAN STANLEY") proposes to enter xxxx ax Xxxxxwriting Agreement (the "XXXXRXXXXXXX AGREEMENT") with Montpelier Re Holdings Ltd., a Bermuda corporation (the "COMPANY"), providing for the public offering (the "PUBLIC OFFERING") by the several Underwriters, including Morgan Stanley (the "UNDERWRITERS"), of __________ shares (the "OFFEREX XXXXEX") xx the Common Stock, par value $0.01 per share, of the Company (the "COMMON STOCK"). To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Morgan Stanley on behalf of the Underwriters, it will not, during the xxxxxx xxxxxxxing on the date of the preliminary prospectus relating to the Public Offering and ending 180 days after the date of the final prospectus relating to the Public Offering (the "PROSPECTUS"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (2) enter into any swap or other arrangement that transfers to anothe...
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Montpelier Re Holdings Ltd. By: -------------------------------- Name: Title: Accepted as of the date hereof Banc of America Securities LLC Credit Suisse First Boston LLC Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto. By: Banc of America Securities LLC By: -------------------------------------- Name: Title: SCHEDULE I AGGREGATE PRINCIPAL AMOUNT OF SECURITIES UNDERWRITER TO BE PURCHASED --------------------------------------------------------- -------------------- Banc of America Securities LLC........................... $ - Credit Suisse First Boston LLC........................... $ - Barclays Capital Inc..................................... $ - BNY Capital Markets, Inc. ............................... $ - Fleet Securities, Inc. .................................. $ - Banc One Capital Markets, Inc. .......................... $ - ING Financial Markets LLC ............................... $ - RBS Securities Inc....................................... $ - ------------- Total:.......................................... $ 250,000,000 ============= EXHIBIT A FORM OF OPINION OF LLGM TO BE DELIVERED PURSUANT TO SECTION 5(C)
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Montpelier Re Holdings Ltd of 00 Xxxxx Xxx Road, Pembroke HM08, Bermuda (“Montpelier”); and
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Montpelier Re Holdings Ltd. By: -------------------------------- Name: Title: By: -------------------------------- Name: Title: CERTIFICATE OF AUTHENTICATION This is one of the [ ]% Senior Notes due 2013 referred to in the within-mentioned Indenture. THE BANK OF NEW YORK, as Trustee By: ------------------------------- Authorized Signatory Dated: (Reverse Side of Note) This security is one of a duly authorized issue of debt securities of the Company (hereinafter called the "Securities"), all issued or to be issued under and pursuant to an Indenture, dated as of July 15, 2003 (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Trustee," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto relating to this security (including, without limitation, the First Supplemental Indenture, dated as of July 30, 2003, between the Company and the Trustee) reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities issued thereunder and of the terms upon which said Securities are, and are to be, authenticated and delivered. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest at different rates and may otherwise vary as provided in the Indenture or any indenture supplemental thereto. This security is one of a series designated on the face as [ ]% Senior Notes due 2013 (the "Senior Notes"), initially limited in aggregate principal amount to $250,000,000, subject to increase as provided in Section 3.1 of the Indenture. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture. While this Senior Note is represented by one or more global notes registered in the name of DTC or its nominee, the Company will cause payments of principal of, premium, if any, and interest on this Senior Note to be made to DTC or its nominee, as the case may be, by wire transfer to the extent, in the funds and in the manner required by agreements with, or regulations or procedures prescribed from time to time by, DTC or its nominee, and otherwise in accordance with such agreements, regulations and procedures. The Senior Notes will not have a sinking fund. The Senior Notes will be redeemable as a whole at any time or in p...
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Montpelier Re Holdings Ltd. By: _________________________________ Title: _________________________________
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Related to Montpelier Re Holdings Ltd

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

  • SUCCESSOR TO THE HOLDING COMPANY The Holding Company shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all the business or assets of the Institution or the Holding Company, expressly and unconditionally to assume and agree to perform the Holding Company's obligations under this Agreement, in the same manner and to the same extent that the Holding Company would be required to perform if no such succession or assignment had taken place.

  • Acquisition Corp Acquisition Corp. is a wholly-owned Delaware subsidiary of Parent that was formed specifically for the purpose of the Merger and that has not conducted any business or acquired any property, and will not conduct any business or acquire any property prior to the Closing Date, except in preparation for and otherwise in connection with the transactions contemplated by the Merger Documents and the other agreements to be made pursuant to or in connection with the Merger Documents.

  • NCL CORPORATION LTD an exempted company incorporated under the laws of Bermuda with its registered office at Park Xxxxx, 00 Xxx-xx-Xxxxx Xxxx, Xxxxxxxx XX 00, Bermuda (the "Guarantor")

  • Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.

  • Holdings The term "Holdings" shall have the meaning set forth in the preface.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Investment Management If and to the extent requested by the Advisor, the Sub-Advisor shall, subject to the supervision of the Advisor, manage all or a portion of the investments of the Portfolio in accordance with the investment objective, policies and limitations provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 (the "1940 Act") and rules thereunder, as amended from time to time, and such other limitations as the Trust or Advisor may impose with respect to the Portfolio by notice to the Sub-Advisor. With respect to the portion of the investments of the Portfolio under its management, the Sub-Advisor is authorized to make investment decisions on behalf of the Portfolio with regard to any stock, bond, other security or investment instrument, and to place orders for the purchase and sale of such securities through such broker-dealers as the Sub-Advisor may select. The Sub-Advisor may also be authorized, but only to the extent such duties are delegated in writing by the Advisor, to provide additional investment management services to the Portfolio, including but not limited to services such as managing foreign currency investments, purchasing and selling or writing futures and options contracts, borrowing money or lending securities on behalf of the Portfolio. All investment management and any other activities of the Sub-Advisor shall at all times be subject to the control and direction of the Advisor and the Trust's Board of Trustees.

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

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