Common use of Compliance with Laws and Consents Clause in Contracts

Compliance with Laws and Consents. Company shall have complied with all laws and regulations applicable to the authorization and issuance of the Preferred Shares and, subject to the following sentence, the conversion of Preferred Shares into Company Common Stock, including the adoption or authorization by the Board of Directors of Company of the Certificate of Designation. Company and Option Writers shall have obtained all consents and approvals (whether shareholder, regulatory, contractual or otherwise) necessary for the authorization and issuance of the Preferred Shares (other than as set forth in the Credit Agreement), the conversion of the Preferred Shares into Company Common Stock, and the authorization and issuance of such Company Common Stock, including without limitation the approval of any applicable insurance regulatory body or agency, and the approval of any filing or application required under applicable securities laws (whether of Bermuda, the U.S., any state of the U.S., or any other applicable jurisdiction), provided, however, that if any insurance regulator shall for any reason decline to approve the conversion of the Preferred Shares and/or the issuance of Company Common Stock pursuant to such conversion, but shall approve the authorization and issuance of the Preferred Shares, then such approval of the conversion of the Preferred Shares and/or the issuance of Company Common Stock pursuant to such conversion, as applicable, shall not be a condition to exercise of the Securities Issuance Option, provided further, however, that Company has reasonably cooperated with Option Writers to obtain such approvals. Notwithstanding the foregoing, if any consent, approval or other matter necessary for conversion of the Preferred Shares into Company Common Stock is of such a nature that it cannot be obtained or achieved until at or about the time of such conversion (including without limitation the approvals of any members of the Board of Directors of Company required under the Bermuda Companies Act of 1981, as amended, or other applicable law), then such consent, approval or other matter shall not be a condition to exercise of the Securities Issuance Option.

Compliance with Laws and Consents. Company Trenwick shall have complied with all laws and regulations applicable to the authorization and issuance of the Preferred Shares and, subject to the following sentence, the conversion of Preferred Shares into Company Trenwick Common Stock, including the adoption or authorization by the Board of Directors of Company Trenwick of the Certificate of Designation. Company Trenwick and Option Writers Writer shall have obtained all consents and approvals (whether shareholder, regulatory, contractual or otherwise) necessary for the authorization and issuance of the Preferred Shares (other than as set forth in the Credit Agreement)Shares, the conversion of the Preferred Shares into Company Trenwick Common Stock, and the authorization and issuance of such Company Trenwick Common Stock, including without limitation the approval of any applicable insurance regulatory body or agency, and the approval of any filing or application required under applicable securities laws (whether of Bermuda, the U.S., any state of the U.S., or any other applicable jurisdiction), provided, however, that if any insurance regulator shall for any reason decline to approve the conversion of the Preferred Shares and/or the issuance of Company Trenwick Common Stock pursuant to such conversion, but shall approve the authorization and issuance of the Preferred Shares, then such approval of the conversion of the Preferred Shares and/or the issuance of Company Trenwick Common Stock pursuant to such conversion, as applicable, shall not be a condition to exercise of the Securities Issuance Option, provided further, however, that Company Trenwick has reasonably cooperated with Option Writers Writer to obtain such approvals. Notwithstanding the foregoing, if any consent, approval or other matter necessary for conversion of the Preferred Shares into Company Trenwick Common Stock is of such a nature that it cannot be obtained or achieved until at or about the time of such conversion (including without limitation the approvals of any members of the Board of Directors of Company required under the Bermuda Companies Act of 1981, as amended, or other applicable law)conversion, then such consent, approval or other matter shall not be a condition to exercise of the Securities Issuance Option.