Montpelier Re Holdings Ltd Sample Clauses

Montpelier Re Holdings Ltd. By: _________________________________ Title: _________________________________ (1) Delete if only Term Loans. EXHIBIT C Montpelier Re Holdings Ltd. COMPLIANCE CERTIFICATE Financial Statement Date: __________ Reference is made to that certain Credit Agreement dated as of December 12, 2001 (as extended, renewed, amended or restated from time to time, the "Credit Agreement") among Montpelier Re Holdings Ltd., a company organized under the laws of Bermuda (the "Borrower"), the various financial institutions from time to time parties to the Credit Agreement (the "Lenders"), and Bank of America N.A., as agent for the Lenders (in such capacity, the "Administrative Agent"). Unless otherwise defined herein, capitalized terms used herein have the respective meanings assigned to them in the Credit Agreement. [Use the following paragraph if this Certificate is delivered in connection with the financial statements required by Section 5.1(a)(ii) of the Credit Agreement. 1. Attached as Schedule 1 hereto are (a) a true and correct copy of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of the Fiscal Year ended ____________, ____ and (b) the related consolidated statements of income and retained earnings and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous fiscal year, and accompanied by the opinion of ______ which report states that such consolidated financial statements are complete and correct and have been prepared in accordance with GAAP, and fairly present, in all material respects, the consolidated financial position and the consolidated results of operations and cash flows of the Borrower and its Subsidiaries as at the end of such Fiscal Year and for the period then ended. or [Use the following paragraph if this Certificate is delivered in connection with the financial statements required by subsection [5.1(a)(i)] of the Credit Agreement.] 1. Attached as Schedule 1 hereto are (a) a true and correct copy of the unaudited consolidated and consolidating balance sheets of the Borrower and its consolidated Subsidiaries as of the end of the Fiscal Quarter ended __________, _____, and (b) the related unaudited consolidated and consolidating statements of income, and cash flows for the portion of the Fiscal Year ending on the last day of such quarter, and certified by [chief executive officer] [the chief financial officer] [treasurer] [controller] that such fi...
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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. By: ----------------------- Name: Title:
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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 of 00 Xxxxx Xxx Road, Pembroke HM08, Bermuda (“Montpelier”); and
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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. 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. By: /s/ Xxxxxx X. X. Xxxxxx Name: Xxxxxx X. X. Xxxxxx Title: Chief Operating Officer One Beacon Insurance Company By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Treasurer PROSPECTOR PARTNERS FUND, LP BY: PROSPECTOR ASSOCIATES, LLC, its General Partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Managing Member PROSPECTOR PARTNERS SMALL CAP FUND, LP BY: PROSPECTOR ASSOCIATES, LLC, its General Partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Managing Member PROSPECTOR OFFSHORE FUND (BERMUDA), LTD. By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Director Accepted as of the date hereof Banc of America Securities LLC Xxxxxx Xxxxxxx & Co. Incorporated Acting severally By: Banc of America Securities LLC By: /s/ Xxx Xxxxxxxx Name: Xxx Xxxxxxxx Title: Managing Director By: Xxxxxx Xxxxxxx & Co. Incorporated By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Managing Director OneBeacon Insurance Company 4,500,000 Prospector Partners Fund, LP 200,119 Prospector Offshore Fund (Bermuda), Ltd. 67,282 Prospector Partners Small Cap Fund, LP 18,139 Total 4,785,540 Banc of America Securities LLC 2,392,770 Xxxxxx Xxxxxxx & Co. Incorporated 2,392,770 Total 4,785,540 , 2004 Xxxxxx Xxxxxxx & Co. Incorporated as representative of the Underwriters c/o Morgan Xxxxxxx & Co. Incorporated 0000 Xxxxxxxx Xxx Xxxx, XX 00000 Dear Sirs and Mesdames: The undersigned understands that Xxxxxx Xxxxxxx & Co. Incorporated (“Xxxxxx Xxxxxxx”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Montpelier Re Holdings Ltd., a Bermuda corporation (the “Company”) and certain shareholders of the Company (the “Selling Shareholders”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Xxxxxx Xxxxxxx (the “Underwriters”), of shares (the “Offered Shares”) of the Company’s common shares, par value 1/6 cent per share (the “Common Shares”). 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 Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period commencing on March , 2004 and ending 90 days after the date of the Underwriting Agreement, (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, l...
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Related to Montpelier Re Holdings Ltd

  • Asset Management Supplier will: i) maintain an asset inventory of all media and equipment where Accenture Data is stored. Access to such media and equipment will be restricted to authorized Personnel; ii) classify Accenture Data so that it is properly identified and access to it is appropriately restricted; iii) maintain an acceptable use policy with restrictions on printing Accenture Data and procedures for appropriately disposing of printed materials that contain Accenture Data when such data is no longer needed under the Agreement; iv) maintain an appropriate approval process whereby Supplier’s approval is required prior to its Personnel storing Accenture Data on portable devices, remotely accessing Accenture Data, or processing such data outside of Supplier facilities. If remote access is approved, Personnel will use multi-factor authentication, which may include the use of smart cards with certificates, One Time Password (OTP) tokens, and biometrics.

  • 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 Holdings shall not engage in any material operating or business activities; provided that the following and any activities incidental thereto shall be permitted in any event: (1) its ownership of the Equity Interests of the Borrower and its other Subsidiaries, including receipt and payment of Restricted Payments and other amounts in respect of Equity Interests, (2) the maintenance of its legal existence (including the ability to incur and pay, as applicable, fees, costs and expenses and Taxes relating to such maintenance) and the payment of any tax distributions pursuant to Section 7.05(2)(n)(ii)), (3) the performance of its obligations with respect to the Transactions, the Acquisition Agreement, the Loan Documents and any other documents governing Indebtedness permitted hereby, (4) any public offering of its common equity or any other issuance, registration or sale of its Equity Interests, (5) financing activities, including the issuance of securities, incurrence of debt, receipt and payment of dividends and distributions, making contributions to the capital of its Subsidiaries and guaranteeing the obligations of the Borrower and its other Subsidiaries, (6) if applicable, participating in Tax, accounting and other administrative matters on behalf of itself or as a member of any Tax Group and the provision of administrative and advisory services (including treasury and insurance services) to its Subsidiaries of a type customarily provided by a holding company to its Subsidiaries, (7) holding any cash or property (but not operate any property), (8) providing indemnification to officers and directors, (9) merging, amalgamating or consolidating with or into any Person (in compliance with Section 7.03), (10) repurchases of Indebtedness through open market purchases and Dutch auctions, (11) activities incidental to Permitted Acquisitions or similar Investments consummated by the Borrower and the Restricted Subsidiaries, including the formation of acquisition vehicle entities and intercompany loans and/or Investments incidental to such Permitted Acquisitions or similar Investments, (12) any transaction with the Borrower and/or any Restricted Subsidiary to the extent expressly permitted under this Article VII, and (13) any activities incidental or reasonably related to the foregoing.

  • WSIB & LTD An Employee who is receiving benefits under the Workplace Safety and Insurance Act, or under an LTD plan, is not entitled to benefits under a school board’s sick leave and short-term disability plan for the same condition unless the employee is on a graduated return to work program then WSIB/LTD remains the first payor. For clarity, where an employee is receiving partial benefits under WSIB/LTD, they may be entitled to receive benefits under the sick leave plan, subject to the circumstances of the specific situation. During the interim period from the date of the injury/incident or illness to the date of the approval by the WSIB/LTD of the claim, the employee may access sick leave and short-term leave and disability coverage. A reconciliation of sick leave deductions made and payments provided, will be undertaken by the school board once the WSIB/LTD has adjudicated and approved the claim. In the event that the WSIB/LTD does not approve the claim, the school board shall deal with the absence consistent with the terms of the sick leave and short-term leave and disability plans.

  • Financial Management Government financing and accounting activities (e.g., billing and accounting, credit/charge, expense management, payroll, payment/settlement, debt collection, revenue management, internal controls, auditing, activity based management, currency translation). Asset/Material Management: Acquisition and management of Federal government assets (property/asset management, asset cataloging/identification, asset transfer/allocation/maintenance, facilities management, computers/automation management). Development and Integration: Development and integration of systems across diverse operating platforms (e.g., legacy integration, enterprise application integration, data integration, instrumentation/testing, software development). Human Capital/Workforce Management Development and Integration: Planning and supervisory operations surrounding government personnel (e.g., resource planning/allocation, skills management, workforce directory/locator, team/organization management, contingent workforce management).

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

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