DO, OR CAUSE
TO BE DONE, ALL THINGS NECESSARY, PROPER OR ADVISABLE UNDER APPLICABLE LAWS AND
REGULATIONS TO CONSUMMATE AND MAKE EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY
THIS AGREEMENT, INCLUDING COOPERATING FULLY WITH THE OTHER PARTY, PROVIDING
INFORMATION, MAKING ALL NECESSARY FILINGS UNDER STATE LAWS, REFRAINING FROM
TAKING ANY ACTION THAT WOULD CAUSE ANY OF THE REPRESENTATIONS AND WARRANTIES NOT
TO BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AT THE EXPIRATION TIME AND THE
EFFECTIVE TIME AND USING THEIR COMMERCIALLY REASONABLE EFFORTS TO HAVE ANY
RESTRAINING ORDER, INJUNCTION OR OTHER PROHIBITION PREVENTING THE CONSUMMATION
OF THE OFFER OR THE MERGER VACATED.
IN CASE AT ANY TIME AFTER THE EXPIRATION
TIME OR THE EFFECTIVE TIME ANY FURTHER ACTION IS NECESSARY OR DESIRABLE TO CARRY
OUT THE PURPOSES OF THIS AGREEMENT INCLUDING WITHOUT LIMITATION, TO VEST THE
SURVIVING CORPORATION WITH FULL TITLE TO ALL PROPERTIES, ASSETS, RIGHTS,
APPROVALS, IMMUNITIES AND FRANCHISES OF EITHER THE COMPANY OR SUB, THE PROPER
OFFICERS AND DIRECTORS OF EACH PARTY TO THIS AGREEMENT SHALL TAKE ALL SUCH
NECESSARY ACTION.
16
SECTION 7.09.
TRANSFER TAXES.
PARENT OR SURVIVING CORPORATION AGREES, SUBJECT
TO CONSUMMATION OF THE MERGER, TO PAY, WITHOUT DEDUCTION OR WITHHOLDING FROM ANY
AMOUNT PAYABLE TO THE HOLDERS OF COMPANY COMMON STOCK, ANY MICHIGAN OR LOCAL
REAL PROPERTY TRANSFER TAXES AND ANY OTHER SIMILAR TAXES THAT BECOME PAYABLE BY
THE SHAREHOLDERS OF THE COMPANY, THE COMPANY OR THE SURVIVING CORPORATION IN
CONNECTION WITH THE MERGER. THE COMPANY AND PARENT SHALL COOPERATE IN THE
PREPARATION, EXECUTION AND FILING OF ANY RETURNS, QUESTIONNAIRES, APPLICATIONS
AND OTHER DOCUMENTS RELATED TO SUCH TAXES REQUIRED OR PERMITTED TO BE FILED ON
OR BEFORE THE EFFECTIVE TIME.
SECTION 7.10.
SUBSEQUENT SALE OF THE COMPANY.
PARENT HEREBY REPRESENTS, AS OF
THE DATE OF THIS AGREEMENT AND AS OF THE CLOSING DATE, THAT NEITHER IT NOR
PROASSURANCE HAVE ANY PRESENT INTENTION OF SELLING OR OTHERWISE DISPOSING OF THE
COMPANY COMMON STOCK OWNED BY PARENT OR SELLING OR OTHERWISE DISPOSING OF ALL OR
SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS.
PARENT AGREES, FOR ITSELF AND
PROASSURANCE, THAT IF, PRIOR TO THE ONE-YEAR ANNIVERSARY OF THE EXPIRATION TIME
OF THE OFFER, EITHER OF THEM, DIRECTLY OR INDIRECTLY, SELLS OR OTHERWISE
DISPOSES, OR AGREES TO SELL OR OTHERWISE DISPOSE, OF THE SHARES OF CAPITAL STOCK
OF THE SURVIVING CORPORATION OR ANY OF THE SURVIVING CORPORATION'S SUBSIDIARIES
BENEFICIALLY OWNED BY THEM FOLLOWING THE OFFER OR MERGER, OR ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE SURVIVING CORPORATION AND ITS
SUBSIDIARIES, OTHER THAN TO PROASSURANCE OR A SUBSIDIARY OF PROASSURANCE, FOR
CONSIDERATION VALUED (IN THE REASONABLE DISCRETION OF PARENT'S BOARD OF
DIRECTORS) AT MORE THAN THE SUM OF (A) $29.00 MULTIPLIED BY THE NUMBER OF SHARES
OUTSTANDING IMMEDIATELY PRIOR TO THE EXPIRATION TIME, PLUS (B) THE AGGREGATE
OPTION CONSIDERATION PAID OR TO BE PAID BASED ON THE NUMBER OF SHARES SUBJECT TO
COMPANY OPTIONS OUTSTANDING IMMEDIATELY AFTER THE EXPIRATION TIME, THEN THEY
WILL PAY, TO THE PAYING AGENT, OR A SUBSTITUTE AGENT (WHICH SHALL BE A BANK OR
TRUST