Page 118 - Hollard Business Policy - Binder

13. Securities
arising out of, based upon or attributable to, directly or indirectly resulting from or in consequence of the actual or intended listing, private placement or public offering of any securities of the Insured as a company;
PROVIDED THAT:
in the event of any private placement or public offering the Company may consider removal of this Exception, but consideration of such removal is subject to receipt from the Insured of the following:
1. a written declaration signed and dated by the Chairman or Chief Executive Officer stating that the offering is not in contravention of the Articles of Association, Constitution, Memorandum of Incorporation, laws or bye-laws of the company and that after enquiry to the best of his/her knowledge and belief he/she is not aware of any circumstance which could give rise to a claim against any Insured;
2. a copy of all filings and/or documents which have been or are presented to any relevant authority and/or the existing and/or prospective shareholders or stockholders of the company;
3. such additional premium as the Company may reasonably require, together with agreement to any revised Terms, Conditions and/or Exclusions as may be required by the Company.
14. Commissions
arising out of, based upon or attributable to, directly or indirectly resulting from or in consequence of:
14.1 payments, commissions, gratuities, benefits or any other favours provided to or for the benefit of any full or part-time domestic or foreign government or armed services officials, agents, representatives, employees or any members of their family or any entity with which they are affiliated;
14.2 payments, commissions, gratuities, benefits or any other favours provided to or for the benefit of any full or part-time officials, directors, agents, partners, representatives, principal shareholders, or owners or employees, or 'affiliates' (as that term is defined in the Securities Exchange Act of 1934, including any officers, directors, agents, owners, partners, representatives, principal shareholders or employees of such affiliates) of any customers of the Insured or any members of their family or any entity with which they are affiliated;
14.3 political contributions, whether domestic or foreign.
SPECIFIC CONDITIONS
1. First amount payable
If the Company has indemnified or agrees to indemnify the Insured, the Company will only be liable for the amount of that loss which exceeds the first amount payable.
2. Claims made and reported
The insurance provided under this Section of the Policy is afforded solely with respect to claims first made against a director during the period of insurance or the Extended Discovery Period and upon the condition precedent that such claims have been reported to the Company as soon as possible, but in all events no later than either during the period of insurance or the Extended Discovery Period, if applicable.
3. Claim notification
The Insured will notify the Company in writing as soon as possible:
3.1 after receiving a written demand, service of suit or institution of legal proceedings, arbitration or other alternate dispute resolution alleging a wrongful act or after the Insured becomes aware of the intention of any person to take such action against any director;
3.2 after receiving written notice of any criminal prosecution of any director in their capacity as such;
3.3 after receiving written notice requiring attendance at any Regulatory Investigation Hearing;
3.4 after receiving written notice of any order or charge obtained against a director in their capacity as such;
3.5 after becoming aware of any fact, circumstance or event which could give rise to any such demand or action contemplated by 3.1 to 3.4 at any time.
Directors' and Officers' Liability (Claims-made Basis)
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Hollard Business Policy – Binder – Version 8 2024