Page 109 - Hollard Business Branch Policy Wording

12.2 any person or en ty or group of persons or en es ac ng in concert (other than a subsidiary) becomes en tled to exercise more than 50% ( y percent) of the rights to vote at the Insured's general mee ngs or to control the appointment of directors who are able to exercise a majority of votes at mee ngs of the Insured's board.
13. United States of America and/or Canada
The United States of America and/or Canada and/or their respec ve possessions or protectorates and/or any country which operate under the laws of the United States of America or Canada.
14. The Insured
The company named in the Schedule and any subsidiary of that company.
15. 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 ac ng solely in such capacity and which unexpectedly or uninten onally results in a liability under this Sec on of the Policy, including any employment prac ce viola on.
EXTENSIONS
Amounts paid hereunder are inclusive of the Limit of Indemnity for this Sec on of the Policy and are not payable in addi on to the Limit of Indemnity.
1. Emergency legal costs
If the Company's prior wri en consent cannot reasonably be obtained before defence costs are incurred with respect to any claim, the Company will give retrospec ve 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 ma er 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 a ect any similar legal liability insurance in subs tu on and the Insured speci cally declares same to the Company prior to the expiry of the Policy, then the insurance provided under this Sec on will be extended for a period of 60 (sixty) days to include wri en no ca on of any claim rst 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 no ed to the Company during the extended discovery period (which will commence immediately following the date of expiry of this Sec on of the Policy). The wrongful act must have occurred subsequent to the Retroac ve Date shown in the Schedule and prior to the expiry of this Sec on of the Policy.
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 nancial statements, exceeds the Insured's total gross assets, as declared at incep on of this Sec on of the Policy, by more than 25% (twenty ve 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 informa on as the Company may require and, if the Company elects to include such subsidiary under this Sec on of the Policy, the Insured will pay the reasonable addi onal premium within 45 (forty ve) days of such crea on or acquisi on;
Directors' and O cers' Liability (Claims-made Basis)
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Hollard Business Policy – Branch – Version 1 2018