Page ---- Section 7. Representations and Warranties...................... 37 7.01 Corporate Existence.................................. 37 7.02 Financial Condition.................................. 37 7.03...Credit Agreement • June 19th, 1997 • Allmerica Financial Corp • Fire, marine & casualty insurance • New York
Exhibit 4.7 SERIES B CAPITAL SECURITIES GUARANTEE AGREEMENT Allmerica Financial Corporation Dated as of ___________, 1997Guarantee Agreement • June 16th, 1997 • Allmerica Financial Corp • Fire, marine & casualty insurance • New York
PURCHASE AGREEMENT ------------------ January 29, 1997 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated World Financial...Allmerica Financial Corp • February 5th, 1997 • Fire, marine & casualty insurance • New York
INDENTUREIndenture • February 5th, 1997 • Allmerica Financial Corp • Fire, marine & casualty insurance • New York
EXHIBIT 10.34 ALLMERICA FINANCIAL CORPORATION RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (the "Agreement") is made as of this 26th day of May, 1998, by and between ALLMERICA FINANCIAL CORPORATION, a Delaware corporation (the...Restricted Stock Agreement • March 29th, 1999 • Allmerica Financial Corp • Fire, marine & casualty insurance • Delaware
October 10, 2003Allmerica Financial Corp • November 14th, 2003 • Fire, marine & casualty insurance • Massachusetts
EXHIBIT 99.3 Allmerica Financial Corporation 440 Lincoln Street Worcester, Massachusetts 01653 EXCHANGE AGENT AGREEMENTAllmerica Financial Corp • June 16th, 1997 • Fire, marine & casualty insurance • New York
Index Debt Applicable Category Ratings Margin 1 greater than or equal to A2 / A 0.30% 2 A3 / A- 0.35% 3 less than or equal to Baa1 / BBB + 0.50%Allmerica Financial Corp • August 14th, 2001 • Fire, marine & casualty insurance
THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered --------- into as of February 3, 1997 among ALLMERICA FINANCIAL CORPORATION, a Delaware corporation (the "Company"), AFC CAPITAL TRUST I, a business trust formed under -------...Registration Rights Agreement • February 5th, 1997 • Allmerica Financial Corp • Fire, marine & casualty insurance • New York
The Hanover Insurance Group, Inc. $375,000,000 4.500% Notes Due 2026 Underwriting AgreementUnderwriting Agreement • April 8th, 2016 • Hanover Insurance Group, Inc. • Fire, marine & casualty insurance • New York
The Hanover Insurance Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of $375,000,000 principal amount of the 4.500% Notes due 2026 of the Company, specified above (the “Securities”).
CREDIT AGREEMENT dated as of November 12, 2013 among THE HANOVER INSURANCE GROUP, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent LLOYDS BANK PLC and WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Syndication Agents and...Credit Agreement • November 18th, 2013 • Hanover Insurance Group, Inc. • Fire, marine & casualty insurance • New York
CREDIT AGREEMENT (this “Agreement”) dated as of November 12, 2013 among THE HANOVER INSURANCE GROUP, INC., the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, LLOYDS BANK PLC and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents and BRANCH BANKING & TRUST COMPANY and BARCLAYS BANK PLC, as Co-Documentation Agents.
andRights Agreement • December 17th, 1997 • Allmerica Financial Corp • Fire, marine & casualty insurance • Delaware
EXHIBIT 5 COMMON SECURITIES GUARANTEE AGREEMENT Allmerica Financial Corporation Dated as of February 3, 1997Common Securities Guarantee Agreement • February 5th, 1997 • Allmerica Financial Corp • Fire, marine & casualty insurance • New York
CROSS-REFERENCE TABLEHanover Insurance Group, Inc. • April 8th, 2016 • Fire, marine & casualty insurance • New York
INDENTURE, dated as of April 8, 2016, between The Hanover Insurance Group, Inc., a Delaware corporation (herein called the “Company”), having its principal executive offices at 440 Lincoln Street, Worcester, Massachusetts, and U.S. Bank National Association, as trustee (herein called the “Trustee”).
EXHIBIT 1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 20th, 1997 • Allmerica Financial Corp • Fire, marine & casualty insurance • Delaware
Exhibit 10.49 Employment Agreement AGREEMENT (the "Employment Agreement" or this "Agreement") dated as of the 1st day of November, 2002, between First Allmerica Financial Life Insurance Company, a corporation having its principal office at 440 Lincoln...Employment Agreement • March 27th, 2003 • Allmerica Financial Corp • Fire, marine & casualty insurance • Massachusetts
Exhibit 10.42 AMENDED AND RESTATED PUT OPTION AGREEMENT Amended and Restated Put Option Agreement ("Agreement") effective as of September 30, 2001, between Old Fort Insurance Company, Ltd., a Bermuda company ("Old Fort") and Allmerica Financial...Put Option Agreement • August 14th, 2002 • Allmerica Financial Corp • Fire, marine & casualty insurance
DECLARATION OF TRUST OF AFC CAPITAL TRUST IAllmerica Financial Corp • June 16th, 1997 • Fire, marine & casualty insurance
EXHIBIT 10.21 NON-SOLICITATION AGREEMENT This Agreement is made this day of , 1996, between ALLMERICA FINANCIAL CORPORATION, a Delaware corporation (hereinafter referred to collectively with its subsidiaries, as the "Company"), and (the "Employee")....Non-Solicitation Agreement • March 24th, 1997 • Allmerica Financial Corp • Fire, marine & casualty insurance • Massachusetts
FLEET NATIONAL BANK, as Co-Agent CHASE SECURITIES INC., as ArrangerCredit Agreement • August 14th, 1998 • Allmerica Financial Corp • Fire, marine & casualty insurance • New York
CROSS-REFERENCE TABLEIndenture • January 21st, 2010 • Hanover Insurance Group, Inc. • Fire, marine & casualty insurance • New York
INDENTURE, dated as of January 21, 2010, between The Hanover Insurance Group, Inc., a Delaware corporation (herein called the “Company”), having its principal executive offices at 440 Lincoln Street, Worcester, Massachusetts, and U.S. Bank National Association, a national banking association, as trustee (herein called the “Trustee”).
------------------------------------------------------------------------------- SCHEDULE 14C INFORMATION STATEMENT INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 ---------------- Filed by the Registrant [X]...Agreement and Plan of Merger Agreement and Plan of Merger • June 16th, 1997 • Allmerica Financial Corp • Fire, marine & casualty insurance • Delaware
(Continued from the previous page) consideration in all cash, such holder will receive, for each share of APY Common Stock, $33.00 in cash, without interest (the "Cash Consideration"); provided, however, that (1) in the event the Average Stock Price is less than $36.00, the Cash Consideration shall be equal to $32.00 and (2) in the event the Average Stock Price is more than $41.00, the Cash Consideration shall be equal to $34.00. The consideration to be received by an APY Public Stockholder (as defined below) in connection with the Merger, whether in the form of Standard Consideration, Stock Consideration or Cash Consideration, shall be referred to herein as the "Merger Consideration." The value of the per share Merger Consideration may vary depending on, among other things, whether such holder receives Standard Consideration or elects to receive Stock Consideration or Cash Consideration. See "The Merger Transactions--The Merger Agreement--APY Merger Consideration." If an APY stockhold
DEFERRAL AGREEMENT ------------------Deferral Agreement • March 29th, 1999 • Allmerica Financial Corp • Fire, marine & casualty insurance
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • May 3rd, 2023 • Hanover Insurance Group, Inc. • Fire, marine & casualty insurance
This Non-Qualified Stock Option Agreement (the “Agreement”) is effective as of <GRANT DATE> (the “Grant Date”), by and between The Hanover Insurance Group, Inc., a Delaware corporation (the “Company”), and <PARTICIPANT NAME> (“Participant” or “you”). Capitalized terms used without definition herein shall have the meanings set forth in The Hanover Insurance Group 2022 Long-Term Incentive Plan (as it may be amended from time to time, the “Plan”).
September 25, 1997Allmerica Financial Corp • March 27th, 1998 • Fire, marine & casualty insurance
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 3rd, 2023 • Hanover Insurance Group, Inc. • Fire, marine & casualty insurance
This Performance-Based Restricted Stock Unit Agreement (the “Agreement”) is effective as of <GRANT DATE> (the “Grant Date”) by and between The Hanover Insurance Group, Inc., a Delaware corporation (the “Company”), and <PARTICIPANT NAME> (“Participant” or “you”). Capitalized terms used without definition herein shall have the meanings set forth in The Hanover Insurance Group 2022 Long-Term Incentive Plan (as it may be amended from time to time, the “Plan”).
The Hanover Insurance Group, Inc. $300,000,000 2.500% Notes Due 2030 Underwriting AgreementUnderwriting Agreement • August 24th, 2020 • Hanover Insurance Group, Inc. • Fire, marine & casualty insurance • New York
The Hanover Insurance Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, an aggregate of $300,000,000 principal amount of the 2.500% Notes due 2030 of the Company, specified above (the “Securities”).
THE HANOVER INSURANCE GROUP, INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • February 26th, 2013 • Hanover Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
This Non-Qualified Stock Option Agreement (the “Agreement”) is effective as of <GRANT DATE> (the “Grant Date”), by and between The Hanover Insurance Group, Inc., a Delaware corporation (the “Company”), and <PARTICIPANT NAME> (the “Participant” or “you”). Capitalized terms used without definition herein shall have the meanings set forth in The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan (the “Plan”).
GUARANTY dated as of October 15, 2015 among THE HANOVER INSURANCE GROUP, INC. and LLOYDS BANK PLC, as Facility Agent and Security AgentGuaranty Agreement • October 20th, 2015 • Hanover Insurance Group, Inc. • Fire, marine & casualty insurance • New York
This Guaranty Agreement (this “Agreement”) dated as of October 15, 2015 by THE HANOVER INSURANCE GROUP, INC., a Delaware Corporation (the “Guarantor”), LLOYDS BANK PLC, as Facility Agent for itself and on behalf of the Finance Parties (the “Facility Agent”) and LLOYDS BANK PLC, as Security Agent on behalf of the Overdraft Provider (the “Security Agent”).
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 3rd, 2023 • Hanover Insurance Group, Inc. • Fire, marine & casualty insurance
This Restricted Stock Unit Agreement (the “Agreement”) is effective as of <GRANT DATE> (the “Grant Date”) by and between The Hanover Insurance Group, Inc., a Delaware corporation (the “Company”), and <PARTICIPANT NAME> (“Participant” or “you”). Capitalized terms used without definition herein shall have the meanings set forth in The Hanover Insurance Group 2022 Long-Term Incentive Plan (as it may be amended from time to time, the “Plan”).
THE HANOVER INSURANCE GROUP, INC. CORPORATE GOAL PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 26th, 2013 • Hanover Insurance Group, Inc. • Fire, marine & casualty insurance • Delaware
This Corporate Goal Performance-Based Restricted Stock Unit Agreement (the “Agreement”) is effective as of <GRANT DATE> (the “Grant Date”) by and between The Hanover Insurance Group, Inc., a Delaware corporation (the “Company”), and <PARTICIPANT NAME> (the “Participant” or “you”). Capitalized terms used without definition herein shall have the meanings set forth in The Hanover Insurance Group, Inc. 2006 Long-Term Incentive Plan (the “Plan”).
By and AmongAsset Transfer and Acquisition Agreement • March 27th, 2003 • Allmerica Financial Corp • Fire, marine & casualty insurance • Massachusetts
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • August 3rd, 2022 • Hanover Insurance Group, Inc. • Fire, marine & casualty insurance
This Restricted Stock Unit Agreement (the “Agreement”) is effective as of <GRANT DATE> (the “Grant Date”) by and between The Hanover Insurance Group, Inc., a Delaware corporation (the “Company”), and <PARTICIPANT NAME> (“Participant” or “you”). Capitalized terms used without definition herein shall have the meanings set forth in The Hanover Insurance Group 2022 Long-Term Incentive Plan (as it may be amended from time to time, the “Plan”).
PRELIMINARY COPIES ALLMERICA PROPERTY & CASUALTY COMPANIES, INC. INFORMATION STATEMENT NOTICE OF ACTION TAKEN WITHOUT A MEETING NOTICE OF APPRAISAL RIGHTS ---------------- ALLMERICA FINANCIAL CORPORATION PROSPECTUS This Information...Agreement and Plan of Merger Agreement and Plan of Merger • April 1st, 1997 • Allmerica Financial Corp • Fire, marine & casualty insurance • Delaware
average of the Closing Market Prices (as defined below) for the ten consecutive trading days ending on the fifth trading day prior to the Effective Time (as defined below). The "Closing Market Prices" for any trading day means the closing sales price of the AFC Common Stock as reported in the New York Stock Exchange Composite Tape (as reported by the Wall Street Journal) for that day. YOU ARE URGED TO REVIEW THIS INFORMATION STATEMENT/PROSPECTUS CAREFULLY TO DECIDE WHICH FORM OF MERGER CONSIDERATION TO ELECT OR WHETHER TO ACCEPT THE MERGER CONSIDERATION OR TO EXERCISE APPRAISAL RIGHTS. HOLDERS OF APY COMMON STOCK SHOULD NOT SEND ANY CERTIFICATES REPRESENTING APY COMMON STOCK TO APY AT THIS TIME. A LETTER OF TRANSMITTAL AND AN ELECTION FORM WILL BE MAILED AFTER THE EFFECTIVE TIME TO EACH PERSON WHO WAS A HOLDER OF OUTSTANDING APY COMMON STOCK IMMEDIATELY PRIOR TO THE EFFECTIVE TIME. APY STOCKHOLDERS SHOULD SEND CERTIFICATES REPRESENTING APY COMMON STOCK TO FIRST CHICAGO TRUST COMPANY OF
AMENDMENT AND RESTATEMENT dated as of May 28, 1999Amendment and Restatement • August 13th, 1999 • Allmerica Financial Corp • Fire, marine & casualty insurance • New York
