Conditions of U. S. Underwriters' Obligations. The obligations of the several U.S. Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company herein contained or in certificates of any officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions: (a) The Registration Statement, including any Rule 462(b) Registration Statement, has become effective under the 1933 Act and on the date hereof and at the Closing Time and any Date of Delivery, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the satisfaction of counsel to the U.S. Underwriters. A prospectus containing information relating to the description of the Securities, the specific method of distribution and similar matters shall have been filed with the Commission in accordance with Rule 424(b) (or any required post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rule 430A), or, if the Company has elected to rely upon Rule 434 of the 1933 Act Regulations, a Term Sheet including the Rule 434 Information shall have been filed with the Commission in accordance with Rule 424(b). (b) At the Closing Time the U.S. Representatives shall have received: (1) The favorable opinion, dated as of the Closing Time, of Dani▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇q., Senior Vice President, General Counsel and Secretary of the Company, in form and substance satisfactory to counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Michigan. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Prospectuses and to enter into and perform its obligations under this Agreement, the U.S. Pricing Agreement, the International Purchase Agreement and the International Pricing Agreement. (iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect. (iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectuses (except for subsequent issuances, if any, pursuant to the U.S. Purchase Agreement and the International Purchase Agreement or pursuant to employee benefit plan or dividend reinvestment and stock purchase plan transactions); the shares issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock were issued in violation of preemptive or other similar rights of any securityholder of the Company. (v) The Securities to be purchased by the U.S. Underwriters and the International Managers have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and the International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the International Purchase Agreement, respectively, against payment of the consideration set forth in the U.S. Pricing Agreement and the International Pricing Agreement, will be validly issued and fully paid and non-assessable. The form of certificate used to evidence the Securities is in due and proper form and complies with the applicable statutory requirements, with any applicable requirements of the charter or by-laws of the Company, and with the requirements of the New York Stock Exchange. (vi) The issuance of the Securities is not subject to preemptive or other similar rights arising by law or, to the best of such counsel's knowledge, otherwise. (vii) The Rights to be issued with the Securities have been duly authorized and, upon the issuance of the Securities, will be validly issued and conform in all material respects to the description thereof in the Prospectuses. (viii) Each subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Prospectuses, and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectuses, all of the issued and outstanding capital stock of each such subsidiary of the Company has been duly authorized and validly issued, is fully paid and non-assessable and all such shares are owned by the Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any subsidiary of the Company was issued in violation of preemptive or other similar rights of any securityholder of such subsidiary. (ix) This Agreement, the U.S. Pricing Agreement, the International Purchase Agreement and the International Pricing Agreement have been duly authorized, executed and delivered by the Company. (x) The Registration Statement, including any Rule 462(b) Registration Statement, has been declared effective under the 1933 Act; any required filing of the prospectuses pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no proceedings therefor have been initiated or threatened by the Commission. (xi) The Registration Statement, including any Rule 462(b) Registration Statement, the Rule 430A Information and the Rule 434 Information, as applicable, the Prospectuses, excluding the documents incorporated by reference therein, and each amendment or supplement to the Registration Statement and Prospectuses, excluding the documents incorporated by reference therein, as of their respective effective or issue dates (other than the financial statements and supporting schedules included therein, as to which such counsel need express no opinion), complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations. (xii) The documents incorporated by reference in the Prospectuses (other than the financial statements and supporting schedules therein, as to which such counsel need express no opinion), when they were filed with the Commission complied as to form in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations. (xiii) The Company meets the registrant requirements for use of Form S-3 under the 1933 Act Regulations. (xiv) The execution, delivery and performance by the Company of this Agreement, the U.S. Pricing Agreement, the International Purchase Agreement and the International Pricing Agreement and the consummation of the transactions contemplated herein and therein and in the Registration Statement and Prospectus and compliance by the Company with its obligations hereunder and thereunder do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any subsidiary thereof pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or any other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the properties, assets or operations of the Company or any of its subsidiaries is subject, except for such conflicts, breaches, defaults, liens, charges or encumbrances that would not result in a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary thereof, or any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations. (xv) To the best of such counsel's knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court or governmental agency or body, domestic or foreign, pending or threatened, against or affecting the Company or any subsidiary thereof which is required to be disclosed in the Registration Statement and the Prospectuses (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the assets, properties or operations thereof of the consummation of the transactions contemplated in this Agreement, the U.S. Pricing Agreement, the International Purchase Agreement and the International Pricing Agreement or the performance by the Company of its obligations hereunder and thereunder. (xvi) The information in the Prospectuses under the captions "MCN Energy Group Inc.," "Use of Proceeds", "Certain United States Tax Consequences to Non-United States Holders," "Capitalization," and "Description of MCN Capital Stock",to the extent that they involve matters of law, summaries of legal matters, the Company's charter and by-laws or legal proceedings, or legal conclusions, has been reviewed by such counsel and is correct in all material respects. (xvii) To the best of such counsel's knowledge and information, neither the Company or any subsidiary thereof is in violation of its charter or by-laws and no default by the Company or any subsidiary thereof exists in the due performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan or credit agreement, note, lease, or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them or any of their respective properties or assets are bound, except for violations and defaults that would not result in a Material Adverse Effect. (xviii) All descriptions in the Prospectuses of contracts and other documents to which the Company or its subsidiaries are a party are accurate in all material respects. To the best of such counsel's knowledge and information, there are no franchises, contracts, indentures, mortgages, loan or credit agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement or incorporated by reference as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto, and the descriptions thereof or references thereto are correct in all material respects. (xix) No filing with, authorization, approval, consent, license, order, registration, qualification or decree of, any court or governmental authority or agency, domestic or foreign (other than under the 1933 Act and the 1933 Act Regulations, which have been obtained, or as may be required under the securities or blue sky laws of the various states, as to which such counsel need express no opinion) is necessary or required in connection with the due authorization, execution and delivery of this Agreement, the U.S. Pricing Agreement, the International Purchase Agreement and the International Pricing Agreement or for the offering, issuance and sale of the Securities or the performance by the Company of its obligations in this Agreement, the U.S. Pricing Agreement, the International Purchase Agreement and the International Pricing Agreement. (xx) The Company and its subsidiaries possess all licenses, franchises, permits, certificates, authorizations, approvals, consents and orders of all governmental authorities or agencies necessary for the ownership or lease of the material properties owned or leased by each of them and for the operation of the business carried on by each of them as described in the Registration Statement and the Prospectuses with such exceptions as are not material and do not materially interfere with the conduct of the business of the Company and its subsidiaries, considered as one enterprise; all such licenses, franchises, permits, certificates, authorizations, approvals, consents and orders are in full force and effect and contain no unduly burdensome provisions that would interfere with the conduct of the business of the Company and its subsidiaries, considered as one enterprise and, except as otherwise set forth in the Registration Statement or the Prospectus, there are no legal or governmental proceedings pending or threatened that would result in a material modification, suspension or revocation thereof. (xxi) The Company is not an "investment company" or an entity under the "control" of an "investment company" as such terms are defined in the 1940 ▇▇▇. (xxii) The Company is presently exempt from the provisions of the Public Utility Holding Company Act of 1935 (except Section 9 thereof) which would otherwise require it to register thereunder. (2) The favorable opinion, dated as of then Closing Time, of LeBoeuf, Lamb, Gree▇▇ & ▇acR▇▇, ▇.L.P., counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (i), (v), (vi), (ix), (x), (xi) and the last paragraph of Section 5(b)(1). In giving such opinion, LeBoeuf, Lamb, Gree▇▇ & ▇acR▇▇, ▇.L.P. may rely as to certain matters of Michigan law upon the opinion of Dani▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇q., counsel for the Company, which shall be delivered in accordance with Section 5(b)(1) hereof. (c) At the Closing Time, the U.S. Representatives shall have received a certificate of the President or a Vice-President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company and dated as of the Closing Time, to the effect that (i) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not in the ordinary course of business, (ii) the representations and warranties in Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the Commission. (d) At the time of the execution of this Agreement, the U.S. Representatives shall have received from Deloitte & Touche LLP a letter dated such date in form and substance satisfactory to the U.S. Representatives, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters, to the effect set forth below and as to such other matters as the U.S. Representatives may reasonably request, that:
Appears in 1 contract
Conditions of U. S. UnderwritersUNDERWRITERS' ObligationsOBLIGATIONS. The obligations of the several U.S. Underwriters hereunder are subject to the accuracy in all material respects of the representations and warranties of the Company herein contained or in certificates of any officer of and the Company or any subsidiary of the Company delivered pursuant to the provisions hereofSelling Shareholders, to the performance by the Company and the Selling Shareholders of its covenants and other their obligations hereunder, to the Conversion having been effected and to the following further conditions:
(a) The Registration Statement, including any Rule 462(b) Registration Statement, has shall have become effective under the 1933 Act and not later than 5:30 P.M. on the date hereof hereof, and at the Closing Time and any Date of Delivery, no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the U.S. Underwriters. A prospectus containing information relating to the description of the Securities, the specific method of distribution and similar matters Rule 430A Information shall have been filed with the Commission in accordance with Rule 424(b) (or any required a post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rule 430A), or, if . If the Company has elected to rely upon Rule 434 of the 1933 Act Regulations434, a Term Sheet including the Rule 434 Information shall have been filed with the Commission in accordance with Rule 424(b).
(b) At the Closing Time the U.S. Representatives shall have received:
(1) The favorable opinion, dated as of the Closing Time, of Dani▇▇▇▇▇▇▇ ▇. ▇▇▇ & ▇▇▇▇▇▇▇▇▇, ▇▇q., Senior Vice President, General Counsel and Secretary of counsel for the Company, in form and substance reasonably satisfactory to counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters, to the effect that:
(i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws authorized capital stock of the State Company conforms in all material respects as to legal matters to the description thereof contained or incorporated by reference in the Prospectuses with respect to the description of Michiganthe Company's capital stock.
(ii) The Company has corporate power To the best of such counsel's knowledge and authority to own, lease and operate its properties and to conduct its business as described in the Prospectuses and to enter into and perform its obligations under this Agreementinformation, the U.S. Pricing Agreement, the International Purchase Agreement and the International Pricing Agreement.
(iii) The Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure so to qualify or to be in good standing would not result in a Material Adverse Effect.
(iv) The authorized, issued and outstanding capital stock of the Company is as set forth in the Prospectuses (except for subsequent issuances, if any, pursuant to the U.S. Purchase Agreement and the International Purchase Agreement or pursuant to employee benefit plan or dividend reinvestment and stock purchase plan transactions); the shares issued and outstanding capital stock of the Company have been duly authorized and validly issued and are fully paid and non-assessable; and none of the outstanding shares of capital stock were issued in violation of preemptive or other similar rights of any securityholder of the Company.
(v) The Securities to be purchased by the U.S. Underwriters and the International Managers have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and the International Purchase Agreement, respectively, and, when issued and delivered by the Company pursuant to this Agreement and the International Purchase Agreement, respectively, against payment of the consideration set forth in the U.S. Pricing Agreement and the International Pricing Agreement, will be validly issued and fully paid and non-assessable. The form of certificate used to evidence the Securities is in due and proper form and complies with the applicable statutory requirements, with any applicable requirements of the charter or by-laws of the Company, and with the requirements of the New York Stock Exchange.
(vi) The issuance of the Securities is not subject to preemptive or other similar rights arising under the Memorandum of Association or Bye-laws of the Company or pursuant to any agreement or instrument required to be described in the Registration Statement or the Prospectuses (or any amendment or supplement thereto) or to be filed as an exhibit to the Registration Statement or included in any document incorporated by law orreference therein, to whether or not described or filed as required, as the case may be.
(iii) To the best of such counsel's knowledgeknowledge and information, otherwise.
(vii) The Rights to be issued there are no persons with the Securities have been duly authorized and, upon the issuance of the Securities, will be validly issued and conform in all material respects to the description thereof in the Prospectuses.
(viii) Each subsidiary of the Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as described in the Prospectuses, and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or be in good standing would not have a Material Adverse Effect. Except as otherwise disclosed in the Registration Statement and the Prospectuses, all of the issued and outstanding capital stock of each such subsidiary of the Company has been duly authorized and validly issued, is fully paid and non-assessable and all such shares are owned by the Company, directly or through its subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. None of the outstanding shares of capital stock of any subsidiary of the Company was issued in violation of preemptive registration or other similar rights to have any securities registered pursuant to the Registration Statement or otherwise registered by the Company under the 1933 Act other than holders who have waived such rights or will not have such rights for the 90-day period after the date of any securityholder the Prospectuses and have waived their rights with respect to the inclusion of such subsidiarytheir securities in the Registration Statement.
(ix) This Agreement, the U.S. Pricing Agreement, the International Purchase Agreement and the International Pricing Agreement have been duly authorized, executed and delivered by the Company.
(xiv) The Registration Statement, including any Rule 462(b) Registration Statement, has been was declared effective under the 1933 Act; any required filing of the prospectuses pursuant to Rule 424(b) has been made in the manner and within the time period required by Rule 424(b); Act and, to the best knowledge of such counsel's knowledge and information, no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the 1933 Act and no or proceedings therefor have been initiated or threatened by the Commission; and any required filing of the Prospectuses pursuant to Rule 424(b) under the 1933 Act has been made in accordance with Rule 424(b) under the 1933 Act.
(xiv) The Registration Statement, including any Rule 462(b) Registration Statement, the Rule 430A Information and the Rule 434 Information, as applicable, and the Prospectuses, excluding the documents incorporated by reference therein, and each amendment or supplement to the Registration Statement and Prospectuses, excluding the documents incorporated by reference therein, as of their respective effective or issue dates (other than (a) the consolidated financial statements of the Company and notes thereto and the related schedules included therein and other financial data and information included therein and (b) statistical data included therein found in or derivable from the financial statements and supporting schedules included thereinor accounting records of the Company, in each case as to which such counsel need we express no opinion), complied as to form in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations.
(xii) . The documents incorporated by reference in the Prospectuses Registration Statement, including any Rule 462(b) Registration Statement (other than (a) the consolidated financial statements of the Company and notes thereto and the related schedules included therein and other financial data and information included therein and (b) statistical data included therein found in or derivable from the financial statements and supporting schedules thereinor accounting records of the Company, in each case as to which such counsel need we express no opinion, and except to the extent that any statement therein is modified or superseded in the Registration Statement), when as of the dates they were filed with the Commission complied Commission, comply as to form in all material respects with the requirements of the 1934 Act and the 1934 Act Regulations.
(xiiivi) The Common Shares conform to the description thereof contained or incorporated by reference in the Prospectuses, and the form of certificate used to evidence the Common Shares complies with all applicable U.S. statutory requirements.
(vii) Such counsel confirms that the statements under the caption "Certain Tax Considerations - Taxation of the Company, Renaissance Reinsurance and Glencoe - United States" and "Certain Tax Considerations - Taxation of Shareholders - United States Taxation of U.S. and Non-U.S. Shareholders" in the Prospectuses address all material U.S. Federal income tax considerations affecting the Company meets and holders of Common Shares (other than those tax considerations that depend on circumstances specific for such holders) and the registrant requirements for use statements of Form S-3 law contained therein are accurate in all material respects and such discussion reflects the opinion of such counsel with respect to the matters of law referred to therein.
(viii) The descriptions in the Prospectuses of U.S. insurance statutes and regulations set forth under the caption "Business--Regulation" are accurate in all material respects and fairly summarize in all material respects the information required to be shown and such counsel does not know of any U.S. insurance statutes or regulations required to be described in the Prospectuses that are not described as required.
(ix) No authorization, approval, consent or order of any U.S. court or governmental authority or agency is required in connection with the offering or sale of the Securities to the Underwriters hereunder and under the International Purchase Agreement, except such as have been obtained and made under the 1933 Act, the 1933 Act Regulations, the 1934 Act, the 1934 Act Regulations and such as may be required under state or foreign securities laws (as to which counsel need express no opinion).
(xivx) The To the best of such counsel's knowledge and information, (i) there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments required to be described or referred to in the Registration Statement or to be filed as exhibits thereto other than those described, referred to or incorporated by reference (including the exhibits to any such documents so incorporated by reference) therein and (ii) the descriptions thereof or references thereto are correct in all material respects.
(xi) To the best of such counsel's knowledge and information, there are no U.S. legal or governmental proceedings pending or threatened against the Company or any Subsidiary which are required to be disclosed in the Registration Statement, other than those disclosed or incorporated by reference (including the exhibits to any such documents so incorporated by reference) therein, and all pending U.S. legal or governmental proceedings to which the Company or any Subsidiary is a party or to which any of their properties is subject which are not described in the Registration Statement, including ordinary routine litigation incidental to the business of the Company or any Subsidiary, as applicable, when considered in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(xii) To the best of such counsel's knowledge and information, the execution, delivery and performance by the Company of this Agreement, the U.S. Pricing Agreement, the International Purchase Agreement and the International Pricing Agreement Purchase Agreement, and the consummation of the transactions contemplated herein and therein and in the Registration Statement and Prospectus and compliance by the Company with its obligations hereunder and thereunder thereunder, do not and will not, whether with or without not at the giving of notice or passage of time or both, Closing Time conflict with or constitute a breach of, or default under under, or result in the creation or imposition of any lien, charge lien or encumbrance upon any property or assets of the Company or any subsidiary thereof Subsidiary pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other instrument required to be described in the Registration Statement or the Prospectuses (or any other agreement amendment or instrument supplement thereto) or to be filed as an exhibit to the Registration Statement whether or not described or filed as required, as the case may be, to which the Company or any of its subsidiaries Subsidiary is a party or by which it or any of them may be bound, or to which any of the properties, property or assets or operations of the Company or any of its subsidiaries Subsidiary is subject, except for such conflicts, breaches, defaults, liens, charges or encumbrances that would not result in a Material Adverse Effect, nor will such action result in any violation of (A) the provisions of any applicable U.S. law, (B) any U.S. administrative regulation or (C) any U.S. administrative or court decree, known to them.
(xiii) The information incorporated by reference in the charter Prospectuses describing any legal proceedings involving the Company or by-laws the Subsidiaries, to the extent that it constitutes matters of law, summaries of legal matters, documents or proceedings, or legal conclusions, has been reviewed by them and is correct in all material respects.
(xiv) Neither the Company nor any Subsidiary is required to be registered as an "investment company" under the Investment Company Act. In rendering their opinions as aforesaid, ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ may rely, as to factual matters, on written certificates of officers of the Company or any subsidiary thereofand, or any applicable as to matters of Bermuda law, statuteon the opinion of ▇▇▇▇▇▇▇, rule▇▇▇▇ & ▇▇▇▇▇▇▇, regulationdated as of the Closing Time; provided that (1) you are notified in advance of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇'▇ intention to rely on the opinion of ▇▇▇▇▇▇▇, judgment▇▇▇▇ & ▇▇▇▇▇▇▇, order(2) such reliance is expressly authorized by such opinion so relied upon and such opinion is delivered to the U.S. Representatives and is reasonably satisfactory to them and their counsel, writ or decree and (3) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ shall state in their opinion that they believe that they and the U.S. Representatives are justified in relying on such opinion of any government▇▇▇▇▇▇▇, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective properties, assets or operations▇▇▇▇ & ▇▇▇▇▇▇▇.
(xv2) The opinion, dated as of Closing Time, of ▇▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇, in form and substance reasonably satisfactory to counsel for the U.S. Underwriters, to the effect that:
(i) Each of the Company and the Subsidiaries has been duly incorporated and is validly existing and in good standing as a company under the laws of Bermuda.
(ii) The Company has all corporate power and authority necessary to own, lease and operate its properties, to conduct its business as described in the Prospectuses and to enter into and perform its obligations under this Purchase Agreement and the International Purchase Agreement.
(iii) To the best of such counsel's knowledge, there Renaissance Reinsurance is no actionlicensed as a Class 4 general insurer in Bermuda under the Insurance ▇▇▇ ▇▇▇▇ of Bermuda.
(iv) All of the issued and outstanding common shares of each Subsidiary have been duly authorized and validly issued, suit, proceeding, inquiry or investigation before or are fully paid and nonassessable. All of the common shares of Renaissance Reinsurance and a majority of the common shares of Glencoe Insurance are owned of record by any court or governmental agency or body, domestic or foreign, pending or threatened, against or affecting the Company.
(v) All of the outstanding Common Shares of the Company have been duly authorized and validly issued and are fully paid and nonassessable, and none of the outstanding shares of capital stock of the Company was issued in violation of the preemptive rights of any shareholder of the Company contained in the Company's Memorandum of Association or Bye-laws or any subsidiary thereof which is agreement among the Company's shareholders.
(vi) Neither the Memorandum of Association or Bye-laws of the Company, nor any schedules thereto, limit the power of the Company to convert the DVI Shares and the DVII Shares to full voting Common Shares of the Company, and no consents or other actions by or on behalf of the Company are required to be disclosed in permit the Registration Statement Conversion.
(vii) This Agreement and the Prospectuses (other than as disclosed therein), or which might reasonably be expected to result in a Material Adverse Effect, or which might reasonably be expected to materially and adversely affect the assets, properties or operations thereof of the consummation of the transactions contemplated in this Agreement, the U.S. Pricing Agreement, the International Purchase Agreement have each been duly authorized, executed and the International Pricing Agreement or the performance delivered by the Company of its obligations hereunder and thereunderCompany.
(xvi) The information in the Prospectuses under the captions "MCN Energy Group Inc.," "Use of Proceeds", "Certain United States Tax Consequences to Non-United States Holders," "Capitalization," and "Description of MCN Capital Stock",to the extent that they involve matters of law, summaries of legal matters, the Company's charter and by-laws or legal proceedings, or legal conclusions, has been reviewed by such counsel and is correct in all material respects.
(xviiviii) To the best of such counsel's knowledge and information, neither each Subsidiary is duly licensed or authorized to carry on its insurance and reinsurance business in Bermuda pursuant to the Company or any subsidiary thereof is Insurance Act 1978 of Bermuda (as amended) in violation accordance with their respective registrations; to the best knowledge of its charter or by-laws such counsel, all such licenses and authorizations are in full force and effect and no default proceedings are pending or threatened seeking the revocation or limitation thereof, except in any such cases where the failure by the Company any Subsidiary to be so licensed or any subsidiary thereof exists authorized would not (either individually or in the due performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan or credit agreement, note, lease, or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of them or any of their respective properties or assets are bound, except for violations and defaults that would not result in aggregate) have a Material Adverse Effect.
(xviiiix) All descriptions in the Prospectuses of contracts and other documents to which the Company or its subsidiaries are a party are accurate in all material respects. To the best of such counsel's knowledge and information, there are no franchisesthe execution, contractsdelivery and performance of this Agreement and the International Purchase Agreement, indenturesand the consummation of the transactions contemplated herein and therein and compliance by the Company with its obligations hereunder and thereunder, mortgages, loan do not and will not result in any violation of (A) the provisions of the Memorandum of Association or credit agreements, notes, leases Bye-laws of the Company or other instruments required to be described or referred to (B) any applicable Bermuda law.
(x) The statements in the Registration Statement or Prospectuses (including the documents incorporated by reference as exhibits thereto other than those described therein) under the captions "Business--Regulation--Bermuda" and "Certain Bermuda Law Considerations," to the extent that such statements constitute matters of law, summaries of legal matters, documents or referred to therein proceedings, or filed or incorporated legal conclusions, have been reviewed by reference as exhibits thereto, such counsel and the descriptions thereof or references thereto are correct in all material respects.
(xixxi) No filing with, authorization, approval, consent, license, order, registration, qualification The descriptions set forth or decree of, any court or governmental authority or agency, domestic or foreign (other than under incorporated by reference in the 1933 Act Prospectuses of Bermuda insurance statutes and regulations are accurate in all material respects and fairly summarize in all material respects the 1933 Act Regulations, which have been obtained, or as may information required to be required under the securities or blue sky laws of the various states, as to which shown and such counsel need express no opinion) is necessary does not know of any Bermuda insurance statutes or regulations required to be described in connection with the due authorization, execution and delivery of this Agreement, the U.S. Pricing Agreement, the International Purchase Agreement and the International Pricing Agreement or for the offering, issuance and sale of the Securities or the performance by the Company of its obligations in this Agreement, the U.S. Pricing Agreement, the International Purchase Agreement and the International Pricing AgreementProspectus that are not described as required.
(xx3) The Company and its subsidiaries possess all licenses, franchises, permits, certificates, authorizations, approvals, consents and orders of all governmental authorities or agencies necessary for the ownership or lease of the material properties owned or leased by each of them and for the operation of the business carried on by each of them as described in the Registration Statement and the Prospectuses with such exceptions as are not material and do not materially interfere with the conduct of the business of the Company and its subsidiaries, considered as one enterprise; all such licenses, franchises, permits, certificates, authorizations, approvals, consents and orders are in full force and effect and contain no unduly burdensome provisions that would interfere with the conduct of the business of the Company and its subsidiaries, considered as one enterprise and, except as otherwise set forth in the Registration Statement or the Prospectus, there are no legal or governmental proceedings pending or threatened that would result in a material modification, suspension or revocation thereof.
(xxi) The Company is not an "investment company" or an entity under the "control" of an "investment company" as such terms are defined in the 1940 ▇▇▇.
(xxii) The Company is presently exempt from the provisions of the Public Utility Holding Company Act of 1935 (except Section 9 thereof) which would otherwise require it to register thereunder.
(2) The favorable opinion, dated as of then the Closing Time, of LeBoeuf, Lamb, Gree▇▇▇▇▇▇▇ ▇▇▇▇ & ▇acR▇▇, ▇.L.P., counsel for the U.S. Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters with respect to the matters set forth in clauses (i), (v), (vi), (ix), (x), (xi) and the last paragraph of Section 5(b)(1). In giving such opinion, LeBoeuf, Lamb, Gree▇▇ & ▇acR▇▇, ▇.L.P. may rely as to certain matters of Michigan law upon the opinion of Dani▇▇ ▇. ▇▇▇▇▇▇▇▇, counsel for Warburg, ▇▇q.▇▇▇▇ Investors, counsel for the CompanyL.P. ("Warburg"), which shall be delivered in accordance with Section 5(b)(1) hereof.
(c) At the Closing Time, the U.S. Representatives shall have received a certificate of the President or a Vice-President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company and dated as of the Closing Time, to the effect that (i) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not in the ordinary course of business, (ii) the representations and warranties in Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the Commission.
(d) At the time of the execution of this Agreement, the U.S. Representatives shall have received from Deloitte & Touche LLP a letter dated such date in form and substance reasonably satisfactory to counsel for the U.S. Representatives, together with signed or reproduced copies of such letter for each of the other U.S. Underwriters, to the effect set forth below and as to such other matters as the U.S. Representatives may reasonably request, that:
(i) Warburg has the partnership power and authority necessary to execute and deliver this Agreement and the International Purchase Agreement and to perform its obligations hereunder and thereunder.
(ii) To the best of such counsel's knowledge and information, the execution, delivery and performance of this Agreement and the International Purchase Agreement by Warburg, the consummation by Warburg of the transactions contemplated herein and therein and the compliance by Warburg with its obligations hereunder and thereunder do not and will not at the Closing Time conflict with or constitute a breach of, or default under, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which Warburg is bound and which is material to the transactions contemplated herein or therein, nor will such action result in any violation of (A) the partnership agreement or other governing documents of Warburg, (B) the provisions of any applicable U.S. federal or New York State law, (C) any U.S. federal or New York State administrative regulation or (D) any U.S. federal or New York State administrative or court decree, known to them.
(iii) Each of this Agreement and the International Purchase Agreement has been duly authorized, executed and delivered on behalf of Warburg.
(iv) No authorization, approval, consent or order of any U.S. federal or New York State court or governmental authority or agency is required in connection with the execution and delivery of this Agreement and the International Purchase Agreement by Warburg and the offering, sale and delivery of the Securities to be sold by Warburg hereunder and thereunder, except such as have been obtained and made under the
Appears in 1 contract
Sources: u.s. Purchase Agreement (Renaissancere Holdings LTD)