5-2 承保範圍及不保事項 - ACE Group

attributable to the purchase or sale or offer or solicitation of an offer topurchase or sell any Securities of the Company; or(ii) brought by a holder of Securities of the Company, whether directly or onbehalf of the Company.Securities Claim shall not include an Employment Related Wrongful Act alleging or arising outof the loss of or failure to receive stock or stock options.(e) Definition 2.34 Wrongful Act shall be amended as follows:Wrongful Act means any:(i) actual or alleged, breach of trust, error, omission, misstatement, misleadingstatement, or defamation, neglect or breach of duty by an Insured whilst actingin the capacity of Director, Officer or employee of the Company or of anOutside Entity or of a Not-for-Profit Entity; or(ii) actual or alleged Employment Related Wrongful Act claimed against anInsured in his or her capacity as such; or(iii) matter claimed against a Director or Officer solely by reason of his or herstatus as a Director or Officer of the Company or of an Outside Entity or of aNot-for-Profit Entity.(iv) with respect to the Company any actual or alleged breach of trust, error,omission, misstatement, misleading statement, or defamation, neglect, breachof duty or breach of warranty of authority by the Company but only in relationto a Securities Claim.3. ExclusionsThe following exclusions are added to 3. Exclusions of the policy for the purposes of thisendorsement only:(a)based on, arising from or attributable to any pending or prior litigation or otherproceedings (including but not limited to civil, criminal, regulatory and administrativeproceedings or official investigations) involving the Company, an Outside Entity, aNot-for-Profit Entity or an Insured and issued or otherwise begun before theEffective Date or alleging or derived from the same or substantially the same facts orcircumstances alleged in the pending or prior litigation or proceedings;(b) based on, arising from or attributable to any act of any person who has been, now is or shallbecome chief executive officer, managing director, chairman, general manager, director,supervisor, or any person who holds an equivalent position of the company shown in Item 1 of theSchedule, which is found by final judgment or adjudication of any Court to be deliberatelyfraudulent and was material to the case so adjudicated;(c) based on, arising from or attributable to the failure by the Company to comply with anywarranty, guarantee or statement given or made by or on behalf of the Company, if such failure isactionable in the absence of negligence or lack of due diligence on the part of the Company;(d) based on, arising from or attributable to any allegation that the Company paid an inadequate orunfair price or consideration for any securities of a company, provided that this exclusion shall notapply to Defence Costs.4. Conditions(a) The total aggregate limit of the Insurer’s liability for all Loss arising out of all Claims(including Securities Claims against the Company) under one or more insuringagreements, extensions or endorsements of this Policy shall be the amount specifiedin Item 3 of the Schedule irrespective of the number of Insureds who claim, theamounts of any such Claims or Investigations or when they are made.(b) The following section is hereby added to Item 4 of the Schedule:Securities Claims:(i) Securities Claims falling under the jurisdiction of the courts in the UnitedStates of America or Canada, or settled by compromise in the United States ofAmerica or Canada: US$[insert amount];(ii) Securities Claims falling anywhere in the world other than in the United Statesof America or Canada: US$[insert amount];(iii) each and every Claim arising from or relating to the acquisition of [insertcompany name]: US$[insert amount].5. Severability308