Page 144 - Agriculture Policy Wording Binder

3. New subsidiaries
If the Insured, during the period of insurance, incorporates or acquires a new subsidiary, cover is extended as follows:
3.1 if the newly incorporated or acquired subsidiary's total gross assets, as set out in the latest audited annual financial statements, exceeds the Insured's total gross assets, as declared at inception of this Section of the Policy, by more than 25% (twenty five percent), or the subsidiary has a previous claims history, or is incorporated or domiciled or operates whether wholly or partly within the United States of America and/ or Canada, then the Insured will give the Company such information as the Company may require and, if the Company elects to include such subsidiary under this Section of the Policy, the Insured will pay the reasonable additional premium within 45 (forty five) days of such creation or acquisition;
3.2 if the newly incorporated or acquired subsidiary's total gross assets, as set out in the latest audited annual financial statements, does not exceed the Insured's total gross assets, as declared at inception of this Section of the Policy, by more than 25% (twenty five percent), and the subsidiary does not have a previous claims history, and is not incorporated or domiciled or operates whether wholly or partly within the United States of America and/or Canada, then cover will apply automatically without payment of any additional premium;
PROVIDED THAT:
in both instances 3.1 and 3.2 above cover will only apply to a wrongful act committed or alleged to have been committed after the date of incorporation or acquisition.
4. Permitted advanced costs under the Companies Act
The Company will where permitted by law advance costs, charges and expenses incurred by a director during the period of insurance, with the Company's prior written consent, for the defence of allegations of:
4.1 any criminal act;
4.2 wilful misconduct, wilful breach of trust, reckless trading or breach of authority, where the proceedings are abandoned or exculpate the director;
PROVIDED THAT:
all such costs, charges and expenses advanced in terms of Section 78(4)(a) of the Companies Act, or any similar provision, will be repaid to the Company should the defence be unsuccessful.
5. Prosecution costs
The Company will pay the reasonable legal fees, costs and expenses, incurred by a director with the prior written consent of the Company, such consent not to be unreasonably withheld, to bring legal proceedings to obtain the discharge or revocation of:
5.1 an order obtained during the period of insurance disqualifying a director from holding office as a director in terms of Section 69 of the Companies Act;
5.2 an interim or interlocutory order obtained during the period of insurance confiscating, controlling, suspending or freezing rights of ownership of real property or personal assets of a director;
5.3 a charge made over real property or personal assets of a director obtained during the period of insurance;
5.4 an order of court obtained during the period of insurance imposing a restriction on a director's liberty;
5.5 the deportation of a director following revocation during the period of insurance of otherwise proper, current and valid immigration status for any reason other than the director's conviction of a crime.
6. Regulatory investigation costs
The insurance under this Section of the Policy is extended to include the reasonable legal fees, costs and expenses incurred by or on behalf of a director, with the Company's prior written consent, in connection with the preparation for, and attendance by the director at, a regulatory investigation hearing.
Directors' and Officers' Liability (Claims-made Basis)
Page | 142 Policy Wording – Agriculture – Binder – Version 2 2023