Page 143 - Agriculture Policy Wording Binder

Directors' and Officers' Liability (Claims-made Basis)
Subsidiary
Any company which the Insured or a subsidiary controls through:
1. holding a majority of voting rights;
2. the right to appoint or remove a majority of its board of directors;
3. controlling alone, or pursuant to a written agreement with other shareholders or members, a majority of the voting rights therein.
In respect of any subsidiary, cover provided by this Section of the Policy for any wrongful act will cease as of the effective date of the sale or dissolution of that subsidiary.
Transaction
Any one or a combination of the following events:
1. the Insured consolidates with or merge into, or sell all or a greater part of the Insured's assets or undertaking to, any other person or entity or group of persons or entities acting in concert;
2. any person or entity or group of persons or entities acting in concert (other than a subsidiary) becomes entitled to exercise more than 50% (fifty percent) of the rights to vote at the Insured's general meetings or to control the appointment of directors who are able to exercise a majority of votes at meetings of the Insured's board.
United States of America and/ or Canada
The Insured
Wrongful act
Any actual or alleged wrongful breach of trust, breach of duty, error, omission, misstatement, misleading statement, or other wrongful act or omission by a director acting solely in such capacity and which unexpectedly or unintentionally results in a liability under this Section of the Policy, including any employment practice violation.
The United States of America and/or Canada and/or their respective possessions or protectorates and/or any country which operate under the laws of the United States of America or Canada.
The company named in the Schedule and any subsidiary of that company.
CLAUSES AND EXTENSIONS
Amounts paid hereunder are inclusive of the Limit of Indemnity for this Section of the Policy and are not payable in addition to the Limit of Indemnity.
1. Emergency legal costs
If the Company's prior written consent cannot reasonably be obtained before defence costs are incurred with respect to any claim, the Company will give retrospective approval for such defence costs, subject to a maximum limit of 10% (ten percent) of the Limit of Indemnity;
PROVIDED THAT:
such costs were reasonably and necessarily incurred as a matter of urgency in dealing with a claim which is the subject of an indemnity provided by either Insuring Agreement 1 or 2 above.
2. Extended discovery period
In the event that the Insured elects not to renew or extend this Policy, and the Insured does not affect any similar legal liability insurance in substitution and the Insured specifically declares same to the Company prior to the expiry of the Policy, then the insurance provided under this Section will be extended for a period of 60 (sixty) days to include written notification of any claim first made against a director during such extended period or the Period of Insurance, for any wrongful act occurring prior to the expiry of the period of insurance, and notified to the Company during the extended discovery period (which will commence immediately following the date of expiry of this Section of the Policy). The wrongful act must have occurred subsequent to the Retroactive Date shown in the Schedule and prior to the expiry of this Section of the Policy.
Policy Wording – Agriculture – Binder – Version 2 2023 Page | 141