Montpelier Re Holdings Ltd Sample Clauses

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 SCHEDULE I Selling Shareholder Number of Shares To Be Sold 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 SCHEDULE II Underwriter Number of Shares To Be Purchased Banc of America Securities LLC 2,392,770 Xxxxxx Xxxxxxx & Co. Incorporated 2,392,770 Total 4,785,540 EXHIBIT D FORM OF LOCK-UP LETTER , 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, ...
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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: _________________________________ Title: _________________________________
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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: ----------------------- 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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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 The term "Holdings" shall have the meaning set forth in the preface.

  • WSIB & LTD An Employee who is receiving benefits under the Workplace Safety and Insurance Act, or under a 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 (a) The Recipient shall ensure that a financial management system is maintained in accordance with the provisions of Section 2.09 of the Standard Conditions.

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

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