of the Underwriting Agreement. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(e) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.
of the Underwriting Agreement. Underwriters
of the Underwriting Agreement. (e) The Holder(s) of the Warrant Securities to be sold pursuant to a registration statement, and their successors and assigns, shall severally, and not jointly, indemnify the Company, its officers and directors and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20(a) of the Exchange Act, against all loss, claim, damage or expense or liability (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from information furnished by or on behalf of such Holder, or their successors or assigns, for specific inclusion in such registration statement to the same extent and with the same effect as the provisions contained in Section 9.1(b) of the Underwriting Agreement pursuant to which the Underwriters have agreed to indemnify the Company.
of the Underwriting Agreement. The Agreement (as this term is defined in the Underwriting Agreement) has not been executed and delivered by or on behalf of the Selling Stockholder;
of the Underwriting Agreement. The execution and delivery by the Selling Stockholder of the Agreement and the performance by the Selling Stockholder of its obligations under the Agreement, including the sale and delivery of the Shares (as this term is defined in the Underwriting Agreement) to be sold by the Selling Stockholder and the consummation of the transactions contemplated in and compliance by the Selling Stockholder with its obligations under the Agreement, require the consent or approval of the United States Bankruptcy Court for the Southern District of New York. The Selling Stockholder is currently seeking such consent; and
of the Underwriting Agreement. The Parties hereto agree that from the date hereof Article 3(1) of the Underwriting Agreement shall read as follows:
of the Underwriting Agreement. 1. Each of the Company and RAM Re is duly incorporated and validly existing under the laws of Bermuda in good standing (meaning solely that the relevant company has not failed to make any filing with any Bermuda governmental authority or to pay any Bermuda government fee or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).
of the Underwriting Agreement. (i) No filing with, or consent, approval, authorization, license, order, registration, qualification or decree of, any U.S. Federal or New York State court or governmental authority or agency (other than the issuance of the order of the Commission declaring the Registration Statement effective and such authorizations, approvals or consents as may be necessary under state securities laws, as to which we express no opinion) is necessary or required to be obtained by the Selling Shareholders under Applicable Law for the performance by each Selling Shareholder of its obligations under the Underwriting Agreement or in the Power of Attorney and Custody Agreement, or in connection with the offer, sale or delivery of the Common Shares.
