Page 110 - Hollard Business Branch Policy Wording

Directors' and O cers' Liability (Claims-made Basis)
3.2 if the newly incorporated or acquired subsidiary's total gross assets, as set out in the latest audited annual nancial statements, does not exceed 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), 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 automa cally without payment of any addi onal premium;
PROVIDED THAT:
in both instances 3.1 and 3.2 above cover will only apply to a wrongful act commi ed or alleged to have been commi ed a er the date of incorpora on or acquisi on.
4. Permi ed advanced costs under the Companies Act
The Company will where permi ed by law advance costs, charges and expenses incurred by a director during the period of insurance, with the Company's prior wri en consent, for the defence of allega ons 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 Sec on 78(4)(a) of the Companies Act, or any similar provision, will be repaid to the Company should the defence be unsuccessful.
5. Prosecu on costs
The Company will pay the reasonable legal fees, costs and expenses, incurred by a director with the prior wri en consent of the Company, such consent not to be unreasonably withheld, to bring legal proceedings to obtain the discharge or revoca on of:
5.1 an order obtained during the period of insurance disqualifying a director from holding o ce as a director in terms of Sec on 69 of the Companies Act;
5.2 an interim or interlocutory order obtained during the period of insurance con sca ng, 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 restric on on a director's liberty;
5.5 the deporta on of a director following revoca on during the period of insurance of otherwise proper, current and valid immigra on status for any reason other than the director's convic on of a crime.
6. Regulatory inves ga on costs
The insurance under this Sec on 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 wri en consent, in connec on with the prepara on for, and a endance by the director at, a regulatory inves ga on hearing.
Hollard Business Policy – Branch – Version 1 2018 Page | 109