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EXHIBIT 4.19
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MONTPELIER RE HOLDINGS LTD.
AND
[
],
as Depositary
AND
HOLDERS OF DEPOSITARY RECEIPTS
FORM OF
DEPOSIT AGREEMENT
Dated as of [ ],
200__
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TABLE OF CONTENTS
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ARTICLE I
DEFINITIONS.................................................................................1
ARTICLE II
FORM OF RECEIPTS, DEPOSIT OF PREFERENCE SHARES, EXECUTION AND
DELIVERY, TRANSFER,
SURRENDER, REDEMPTION AND CONVERSION OF
RECEIPTS............................................2
Section 2.01. Form and Transfer of
Receipts...............................................................2
Section 2.02. Deposit of Preference
Shares; Execution and Delivery of Receipts in Respect
Thereof.........3
Section 2.03. Redemption and Conversion of
Preference
Shares..............................................4
Section 2.04. Register of Transfer of
Receipts............................................................6
Section 2.05. Combination and Split-ups of
Receipts.......................................................7
Section 2.06. Surrender of Receipts and
Withdrawal of Preference
Shares...................................7
Section 2.07. Limitations on Execution and
Delivery, Transfer, Split-up, Combination, Surrender and
Exchange of Receipts and Withdrawal or Deposit of Preference
Shares.........................8
Section 2.08. Lost Receipts,
etc..........................................................................8
Section 2.09. Cancellation and Destruction
of Surrendered
Receipts........................................8
ARTICLE III
CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE
COMPANY..................................9
Section 3.01. Filing Proofs, Certificates
and Other
Information...........................................9
Section 3.02. Payment of Taxes or Other
Governmental
Charges..............................................9
Section 3.03.
Withholding.................................................................................9
Section 3.04. Representations and
Warranties as to Ordinary
Shares........................................9
ARTICLE IV
THE PREFERENCE SHARES,
NOTICES.............................................................10
Section 4.01. Cash
Distributions.........................................................................10
Section 4.02. Distributions Other Than
Cash..............................................................10
Section 4.03. Subscription Rights,
Preferences or
Privileges.............................................10
Section 4.04. Notice of Dividends, Fixing
of Record Date for Holders of
Receipts.........................11
Section 4.05. Voting
Rights..............................................................................12
Section 4.06. Changes Affecting Preference
Shares and Reclassifications, Recapitalizations,
etc..........12
Section 4.07.
Reports....................................................................................12
Section 4.08. Lists of Receipt
Holders...................................................................12
ARTICLE V
THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE
COMPANY.....................13
Section 5.01. Maintenance of Offices,
Agencies, Transfer Books by the Depositary; the
Registrar..........13
Section 5.02. Prevention or Delay in
Performance by the Depositary, the Depositary's Agents, the
Registrar or the
Company...................................................................13
Section 5.03. Obligations of the
Depositary, the Depositary's Agents, the Registrar and the
Company......14
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Section 5.04. Resignation and Removal of
the Depositary, Appointment of Successor
Depositary.............15
Section 5.05. Corporate Notices and
Reports..............................................................16
Section 5.06. Deposit of Preference Shares
by the
Company................................................16
Section 5.07. Indemnification by the
Company.............................................................16
Section 5.08. Fees, Charges and
Expenses.................................................................16
ARTICLE VI
AMENDMENT AND
TERMINATION..................................................................17
Section 6.01.
Amendment..................................................................................17
Section 6.02.
Termination................................................................................17
ARTICLE VII
MISCELLANEOUS..............................................................................18
Section 7.01.
Counterparts...............................................................................18
Section 7.02. Exclusive Benefits of
Parties..............................................................18
Section 7.03. Invalidity of
Provisions...................................................................18
Section 7.04.
Notices....................................................................................18
Section 7.05. Depositary's
Agents........................................................................19
Section 7.06. Holders of Receipts Are
Parties............................................................19
Section 7.07. Governing
Law..............................................................................19
Section 7.08.
Headings...................................................................................19
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DEPOSIT AGREEMENT
DEPOSIT AGREEMENT, dated as of [
],200__, among Montpelier Re
Holdings Ltd., a company incorporated and
organized under the laws of Bermuda
(the "Company"),
[ ], a
[
], as Depositary (the
"Depositary"), and all holders from time to
time of Receipts issued hereunder.
W I T N E S S E T H:
WHEREAS, the Company desires to provide as hereinafter set forth in
this
Deposit Agreement, for the deposit of
Preference Shares (as hereinafter defined)
with the Depositary (as hereinafter
defined), as agent for the beneficial owners
of the Preference Shares, for the purposes
set forth in this Deposit Agreement
and for the issuance hereunder of the
Receipts evidencing Depositary Shares (as
hereinafter defined) representing an
interest in the Preference Shares so
deposited;
NOW, THEREFORE, in consideration of the premises contained herein,
it is
agreed by and among the parties hereto as
follows:
ARTICLE I
DEFINITIONS
The following definitions shall apply to the respective terms (in
the
singular and plural forms of such terms)
used in this Deposit Agreement and the
Receipts:
"Certificate" shall mean the document evidencing the preferences
and
rights of a series of the Preference Shares
adopted by the Board of Directors of
the Company establishing a series of the
Preference Shares as a series of
preference shares of the Company.
"Common Shares" shall mean the Company's Common Shares, par value
1/6
cent per share.
"Corporate Office" shall mean the office of the Depositary in
[
], [ ] at which
at any particular time its business in respect of
matters governed by this Deposit Agreement
shall be administered, which at the
date of this Deposit Agreement is located
at [ ].
"Deposit Agreement" shall mean this agreement, as the same may
be
amended, modified or supplemented from time
to time.
"Depositary Share" shall mean the rights evidenced by the
Receipts
executed and delivered hereunder, including
the interests in Preference Shares
granted to holders of Receipts pursuant to
the terms and conditions of the
Deposit Agreement. Each Depositary Share
shall represent an interest in [insert
fractional interest] of a share of
Preference Shares deposited with the
Depositary hereunder and the same
proportionate interest in any and all other
property received by the Depositary in
respect of such share of Preference
Shares and held under this Deposit
Agreement. Subject to the terms of this
Deposit Agreement, each record holder of
a
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Receipt evidencing a Depositary Share or
Shares is entitled, proportionately, to
all the rights, preferences and privileges
of the Preference Shares represented
by such Depositary Share or Shares,
including the dividend, voting and
liquidation rights contained in the
applicable Certificate, and to the benefits
of all obligations and duties of the
Company in respect of the Preference Shares
under the Memorandum of Association
(including the applicable Certificate).
"Depositary's Agent" shall mean an agent appointed by the
Depositary as
provided, and for the purposes specified,
in Section 7.05.
"Memorandum of Association" shall mean the Memorandum of
Association, as
amended and restated from time to time, of
the Company.
"New York Office" shall mean the facility maintained by the
Depositary
in the Borough of Manhattan, The City of
New York for accepting, executing and
delivering Receipts and other instruments
prior to processing such instruments
at the Corporate Office, which facility at
the date of this Deposit Agreement is
located at [
].
"Preference Shares"
shall mean shares of the Company's Preference
Shares, [ ]
par value per share.
"Receipt" shall mean one of the depositary receipts issued
hereunder,
whether in definitive or temporary form,
evidencing one or more Depositary
Shares.
"Record holder" or "Holder" as applied to a Receipt shall mean
the
person in whose name a Receipt is
registered on the books maintained by or on
behalf of the Depositary for such
purpose.
"Registrar" shall mean any bank or trust company appointed to
register
ownership and transfers of Receipts as
herein provided.
"Securities Act" shall mean the Securities Act of 1933, as
amended.
ARTICLE II
FORM OF RECEIPTS, DEPOSIT OF PREFERENCE SHARES,
EXECUTION AND DELIVERY, TRANSFER, SURRENDER,
REDEMPTION AND CONVERSION OF RECEIPTS
Section 2.01. Form and Transfer of Receipts. Definitive Receipts
shall
be engraved or printed or lithographed on
steel-engraved borders and shall be
substantially in the form set forth in
Exhibit A annexed to this Deposit
Agreement, with appropriate insertions,
modifications and omissions, as
hereinafter provided. Pending the
preparation of definitive Receipts, the
Depositary, upon the written order of the
Company delivered in compliance with
Section 2.02, shall execute and deliver
temporary Receipts which are printed,
lithographed, typewritten, mimeographed or
otherwise substantially of the tenor
of the definitive Receipts in lieu of which
they are issued and with such
appropriate insertions, omissions,
substitutions and other variations as the
persons executing such Receipts may
determine, as evidenced by their execution
of such Receipts. If temporary Receipts are
issued, the Company and the
Depositary will cause
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definitive Receipts to be prepared without
unreasonable delay. After the
preparation of definitive Receipts, the
temporary Receipts shall be exchangeable
for definitive Receipts upon surrender of
the temporary Receipts at the
Corporate Office, the New York Office, or
such other office as the Depositary
may designate, without charge to the
holder. Upon surrender for cancellation of
any one or more temporary Receipts, the
Depositary shall execute and deliver in
exchange therefor definitive Receipts
representing the same number of Depositary
Shares as represented by the surrendered
temporary Receipt or Receipts. Such
exchange shall be made at the Company's
expense and without any charge thereof.
Until so exchanged, the temporary Receipts
shall in all respects be entitled to
the same benefits under this Deposit
Agreement, and with respect to the
Preference Shares, as definitive
Receipts.
Receipts shall be executed by the Depositary by the manual
signature of
a duly authorized signatory of the
Depositary; provided, however, that such
signature may be a facsimile if a Registrar
(other than the Depositary) shall
have countersigned the Receipts by manual
signature of a duly authorized
signatory of the Registrar. No Receipt
shall be entitled to any benefits under
this Deposit Agreement or be valid or
obligatory for any purpose unless it shall
have been executed as provided in the
preceding sentence. The Depositary shall
record on its books each Receipt executed
as provided above and delivered as
hereinafter provided. Receipts bearing the
facsimile signature of anyone who was
at any time a duly authorized officer of
the Depositary shall bind the
Depositary, notwithstanding that such
officer has ceased to hold such office
prior to the delivery of such Receipts.
Receipts may be issued in denominations of any number of whole
Depositary Shares.
Receipts may be endorsed with or have incorporated in the text
thereof
such legends or recitals or changes not
inconsistent with the provisions of this
Deposit Agreement as may be required by the
Depositary or required to comply
with any applicable law or regulation or
with the rules and regulations of any
securities exchange upon which the
Preference Shares or the Depositary Shares
may be listed or to conform with any usage
with respect thereto, or to indicate
any special limitations or restrictions to
which any particular Receipts are
subject by reason of the date of issuance
of the Preference Shares or otherwise.
Title to any Receipt (and to the Depositary Shares evidenced by
such
Receipt) that is properly endorsed or
accompanied by a properly executed
instrument of transfer shall be
transferable by delivery with the same effect as
in the case of a negotiable instrument;
provided, however, that the Depositary
may, notwithstanding any notice to the
contrary, treat the record holder thereof
at such time as the absolute owner thereof
for the purpose of determining the
person entitled to distributions of
dividends or other distributions or to any
notice provided for in this Deposit
Agreement and for all other purposes.
Section 2.02. Deposit of Preference Shares; Execution and Delivery
of
Receipts in Respect Thereof. Subject to the
terms and conditions of this Deposit
Agreement, the Company or any holder of
Preference Shares may deposit such
Preference Shares under this Deposit
Agreement by delivery to the Depositary of
a certificate or certificates for the
Preference Shares to be deposited,
properly endorsed or accompanied, if
required by the Depositary, by a properly
executed instrument of transfer in form
satisfactory to the Depositary, together
with (i) all such certifications as may be
required by the Depositary in
accordance with the provisions of this
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Deposit Agreement and (ii) a written order
of the Company or such holder, as the
case may be, directing the Depositary to
execute and deliver to or upon the
written order of the person or persons
stated in such order a Receipt or
Receipts for the number of Depositary
Shares representing such deposited
Preference Shares.
Upon receipt by the Depositary of a certificate or certificates
for
Preference Shares deposited in accordance
with the provisions of this Section,
together with the other documents required
as above specified, and upon
recordation of the Preference Shares so
deposited in the register of members of
the Company in the name of the Depositary
or its nominee, the Depositary,
subject to the terms and conditions of this
Deposit Agreement, shall execute and
deliver, to or upon the order of the person
or persons named in the written
order delivered to the Depositary referred
to in the first paragraph of this
Section, a Receipt or Receipts for the
number of Depositary Shares relating to
the Preference Shares so deposited and
registered in such name or names as may
be requested by such person or persons. The
Depositary shall execute and deliver
such Receipt or Receipts at the Corporate
Office, the New York Office, or such
other office, if any, as the Depositary may
designate. Delivery at other offices
shall be at the risk and expense of the
person requesting such delivery.
The Company shall deliver to the Depositary from time to time
such
quantities of Receipts as the Depositary
may request to enable the Depositary to
perform its obligations under this Deposit
Agreement.
Section 2.03. Redemption and Conversion of Preference
Shares./1/
Whenever the Company shall elect to redeem
or be required to convert shares of
Preference Shares into shares of Common
Shares in accordance with the applicable
Certificate, it shall (unless otherwise
agreed in writing with the Depositary)
give the Depositary in its capacity as
Depositary not less than 5 business days'
prior notice of the proposed date of the
mailing of a notice of redemption or
conversion of Preference Shares and the
simultaneous redemption or conversion of
the Depositary Shares representing the
Preference Shares to be redeemed or
converted and of the number of such shares
of Preference Shares held by the
Depositary to be redeemed or converted. The
Depositary shall, as directed by the
Company in writing, mail, first class
postage prepaid, notice of the redemption
or conversion of Preference Shares and the
proposed simultaneous redemption or
conversion of the Depositary Shares
representing the Preference Shares to be
redeemed or converted, not less than 30 and
not more than 60 days prior to the
date fixed for redemption or conversion of
such Preference Shares and Depositary
Shares, to the record holders of the
Receipts evidencing the Depositary Shares
to be so redeemed or converted, at the
addresses of such holders as the same
appear on the records of the Depositary;
provided, that if the effectiveness of
a Merger or Consolidation (as defined in
the applicable Certificate) makes it
impracticable to provide at least 30 days'
notice, the Depositary shall provide
such notice as soon as practicable prior to
such effectiveness. Any such notice
shall also be published in the same manner
as notices of redemption or
conversion of Preference Shares are
required to be published pursuant to the
applicable Certificate. Notwithstanding the
foregoing, neither failure to mail
or publish any such notice to one or more
such holders nor any defect in any
notice shall affect the sufficiency of the
proceedings for redemption or
conversion. The Company shall provide
the
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/1/ This section to
be modified to discuss specific redemption or conversion
terms of the Preference Shares, if any.
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Depositary with such notice, and each such
notice shall state: the redemption or
conversion date; the number of Depositary
Shares to be redeemed or converted; if
fewer than all the Depositary Shares held
by any holder are to be redeemed, the
number of such Depositary Shares held by
such holder to be so redeemed; in the
case of a call for redemption, the call
price payable upon redemption; whether
the Company is exercising any option in the
applicable Certificate to deliver
Common Shares in lieu of any cash
consideration and the method used to calculate
the number of such shares; the place or
places where Receipts evidencing
Depositary Shares to be redeemed or
converted are to be surrendered for
redemption or conversion; whether the
Company is depositing with a bank or trust
company on or before the redemption or
conversion date, the Common Shares and
cash, if any, payable by the Company and
the proposed date of such deposit; the
amount of accrued and unpaid dividends
payable per share of Preference Shares to
be redeemed or converted to and including
such redemption or conversion date, as
the case may be, and that dividends in
respect of the Preference Shares
represented by the Depositary Shares to be
redeemed or converted will cease to
accrue on such redemption or conversion
date (unless the Company shall default
in delivering Common Shares and cash, if
any, at the time and place specified in
such notice).
On the date of any such redemption or conversion, the Preference
Shares
of the Depositary shall be automatically
redeemed or converted and the
Depositary shall surrender to the Company
the certificate or certificates held
by the Depositary evidencing the number of
Preference Shares so redeemed or
converted in the manner specified in the
notice of redemption or conversion of
Preference Shares provided by the Company
pursuant to the applicable Certificate
with an instrument of transfer for transfer
of all the Common Shares to be
issued in such redemption or conversion to
the record holders of Receipts. The
Depositary shall, thereafter, redeem or
convert the number of Depositary Shares
representing such redeemed or converted
Preference Shares upon the surrender of
Receipts evidencing such Depositary Shares
in the manner provided in the notice
sent to record holders of Receipts;
provided, that the Depositary shall have
received, upon surrendering such
certificate or certificates as aforesaid, a
sufficient number of Common Shares
registered in the name of the holders of
Receipts to convert or redeem such number
of Depositary Shares (including, in
the event that the Company elects pursuant
to the applicable Certificate to
exercise any option to deliver Common
Shares in lieu of any cash consideration
payable on the Effective Date (as defined
in the applicable Certificate) of any
Merger or Consolidation, a number of Common
Shares equal to such cash
consideration (as determined in the manner
set forth in the applicable
Certificate)), plus any accrued and unpaid
dividends payable with respect
thereto to and including the date of any
such redemption or conversion and any
other cash consideration payable on the
Effective Date of a Merger or
Consolidation (other than any dividends or
other cash consideration payable on
the Effective Date of a Merger or
Consolidation that the Company has elected to
pay in Common Shares pursuant to the
applicable Certificate) as instructed and
calculated by the Company. In case fewer
than all the outstanding Depositary
Shares are to be redeemed, the Depositary
Shares to be redeemed shall be
selected by the Depositary by lot or on a
pro rata basis.
Notice having been mailed by the Depositary as aforesaid, from and
after
the redemption or conversion date (unless
the Company shall have failed to
redeem or convert the Preference Shares to
be redeemed or converted by it upon
the surrender of the certificate or
certificates therefor by the Depositary as
described in the preceding paragraph), the
Depositary Shares called for
redemption or subject to conversion shall
be deemed no longer to be outstanding
and all
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rights of the holders of Receipts
evidencing such Depositary Shares (except the
right to receive the Common Shares and
cash, if any, payable upon redemption or
conversion upon surrender of such Receipts)
shall, to the extent of such
Depositary Shares, cease and terminate.
Upon surrender in accordance with said
notice of the Receipts evidencing such
Depositary Shares (properly endorsed or
assigned for transfer, if the Depositary
shall so require), such Depositary
Shares shall be exchanged for Common Shares
at a rate equal to [insert
fractional interest] of the number of
Common Shares delivered, and the holders
thereof shall be entitled to [insert
fractional interest] of the cash, if any,
payable, in respect of the shares of
Preference Shares pursuant to the
applicable Certificate. The foregoing shall
be subject further to the terms and
conditions of the applicable
Certificate.
If fewer than all of the Depositary Shares evidenced by a Receipt
are
called for redemption, the Depositary will
deliver to the holder of such Receipt
upon its surrender to the Depositary,
together with the Common Shares and all
accrued and unpaid dividends to and
including the date fixed for redemption
payable in respect of the Depositary Shares
called for redemption, a new Receipt
evidencing the Depositary Shares evidenced
by such prior Receipt and not called
for redemption.
To the extent that Depositary Shares are exchanged for Common
Shares and
all of such Common Shares cannot be
distributed to the record holders of
Receipts converted or called for redemption
without creating fractional
interests in such shares, the Depositary
may, with the consent of the Company,
adopt such method as it deems equitable and
practicable for the purpose of
effecting such distribution, including the
sale (at public or private sale) of
such Common Shares at such place or places
and upon such terms as it may deem
proper, and the net proceeds of any such
sale shall, subject to Section 3.02, be
distributed or made available for
distribution to such record holders that would
otherwise receive fractional interests in
such Common Shares.
The Depositary shall not be required (a) to issue, transfer or
exchange
any Receipts for a period beginning at the
opening of business 15 days next
preceding any selection of Depositary
Shares and Preference Shares to be
redeemed and ending at the close of
business on the day of the mailing of notice
of redemption of Depositary Shares or (b)
to transfer or exchange for another
Receipt any Receipt evidencing Depositary
Shares called or being called for
redemption, in whole or in part, or subject
to conversion except as provided in
the second preceding paragraph of this
Section 2.03.
Section 2.04. Register of Transfer of Receipts. Subject to the
terms and
conditions of this Deposit Agreement, the
Depositary shall register on its books
from time to time transfers of Receipts
upon any surrender thereof at the
Corporate Office, the New York Office or
such other office as the Depositary may
designate for such purpose, by the record
holder in person or by a duly
authorized attorney, properly endorsed or
accompanied by a properly executed
instrument of transfer, together with
evidence of the payment of any transfer
taxes as may be required by law. Upon such
surrender, the Depositary shall
execute a new Receipt or Receipts and
deliver the same to or upon the order of
the person entitled thereto evidencing the
same aggregate number of Depositary
Shares evidenced by the Receipt or Receipts
surrendered.
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Section 2.05. Combination and Split-ups of Receipts. Upon surrender
of a
Receipt or Receipts at the Corporate
Office, the New York Office or such other
office as the Depositary may designate for
the purpose of effecting a split-up
or combination of Receipts, subject to the
terms and conditions of this Deposit
Agreement, the Depositary shall execute and
deliver a new Receipt or Receipts in
the authorized denominations requested
evidencing the same aggregate number of
Depositary Shares evidenced by the Receipt
or Receipts surrendered; provided,
however, that the Depositary shall not
issue any Receipt evidencing a fractional
Depositary Share.
Section 2.06. Surrender of Receipts and Withdrawal of
Preference
Shares./2/ Any holder of a Receipt or
Receipts may withdraw any or all of the
Preference Shares (but only in whole shares
of Preference Shares) represented by
the Depositary Shares evidenced by such
Receipts and all money and other
property, if any, represented by such
Depositary Shares by surrendering such
Receipt or Receipts at the Corporate
Office, the New York Office or at such
other office as the Depositary may
designate for such withdrawals. After such
surrender, without unreasonable delay, the
Depositary shall deliver to such
holder, or to the person or persons
designated by such holder as hereinafter
provided, the whole number of Preference
Shares and all such money and other
property, if any, represented by the
Depositary Shares evidenced by the Receipt
or Receipts so surrendered for withdrawal.
If the Receipt or Receipts delivered
by the holder to the Depositary in
connection with such withdrawal shall
evidence a number of Depositary Shares in
excess of the number of whole
Depositary Shares representing the whole
number of Preference Shares to be
withdrawn, the Depositary shall at the same
time, in addition to such whole
number of Preference Shares and such money
and other property, if any, to be
withdrawn, deliver to such holder, or
(subject to Section 2.04) upon his order,
a new Receipt or Receipts evidencing such
excess number of whole Depositary
Shares. Delivery of the Preference Shares
and such money and other property
being withdrawn may be made by the delivery
of such certificates, documents of
title and other instruments as the
Depositary may deem appropriate, which, if
required by the Depositary, shall be
properly endorsed or accompanied by proper
instruments of transfer.
If the Preference Shares and the money and other property being
withdrawn are to be delivered to a person
or persons other than the record
holder of the Receipt or Receipts being
surrendered for withdrawal of Preference
Shares, such holder shall execute and
deliver to the Depositary a written order
so directing the Depositary and the
Depositary may require that the Receipt or
Receipts surrendered by such holder for
withdrawal of such shares of Preference
Shares be properly endorsed in blank or
accompanied by a properly executed
instrument of transfer in blank and that
the signature on such instrument of
transfer be guaranteed by an eligible
guarantor institution (banks,
stockbrokers, savings and loan associations
and credit unions with membership in
an approved signature guarantee medallion
program) pursuant to Rule 17Ad-15 of
the Securities Exchange Act of 1934, as
amended.
The Depositary shall deliver the Preference Shares and the money
and
other property, if any, represented by the
Depositary Shares evidenced by
Receipts surrendered for withdrawal,
without unreasonable delay, at the office
at which such Receipts were surrendered,
except that, at the request, risk and
expense of the holder surrendering such
Receipt or Receipts and for the
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/2/ This Section to
be modified to reflect any restrictions on withdrawal of
underlying securities.
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account of the holder thereof, such
delivery may be made, without unreasonable
delay, at such other place as may be
designated by such holder.
Section 2.07. Limitations on Execution and Delivery, Transfer,
Split-up,
Combination, Surrender and Exchange of
Receipts and Withdrawal or Deposit of
Preference Shares. As a condition precedent
to the execution and delivery,
registration of transfer, split-up,
combination, surrender or exchange of any
Receipt, the delivery of any distribution
thereon or the withdrawal or deposit
of Preference Shares, the Depositary, any
of the Depositary's Agents or the
Company may require any or all of the
following: (i) payment to it of a sum
sufficient for the payment (or, in the
event that the Depositary or the Company
shall have made such payment, the
reimbursement to it) of any tax or other
governmental charge with respect thereto
(including any such tax or charge with
respect to the Preference Shares being
deposited or withdrawn or with respect to
the Common Shares or other securities or
property of the Company being issued
upon conversion or redemption); (ii)
production of proof satisfactory to it as
to the identity and genuineness of any
signature; a
