TO ALL ITS PROPERTIES, BOOKS, CONTRACTS,
COMMITMENTS AND RECORDS AND, DURING SUCH PERIOD, THE COMPANY SHALL (AND SHALL
CAUSE EACH OF ITS SUBSIDIARIES TO) FURNISH PROMPTLY TO PARENT (A) A COPY OF EACH
REPORT, SCHEDULE, REGISTRATION STATEMENT AND OTHER DOCUMENT FILED OR RECEIVED BY
IT DURING SUCH PERIOD PURSUANT TO THE REQUIREMENTS OF FEDERAL SECURITIES LAWS
AND (B) ALL OTHER INFORMATION CONCERNING ITS BUSINESS, PROPERTIES AND PERSONNEL
AS PARENT MAY REASONABLY REQUEST.
14
SECTION 7.03.
SHAREHOLDERS MEETING.
THE COMPANY SHALL CALL A MEETING OF ITS
SHAREHOLDERS FOR THE PURPOSE OF VOTING UPON THIS AGREEMENT AND THE MERGER.
SUBJECT TO SECTION 6.02(A), THE COMPANY WILL, THROUGH ITS BOARD OF DIRECTORS,
RECOMMEND TO ITS SHAREHOLDERS APPROVAL OF THIS AGREEMENT AND SHALL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO HOLD SUCH MEETING AS SOON AS REASONABLY
PRACTICABLE AFTER THE DATE HEREOF.
SECTION 7.04.
LEGAL CONDITIONS TO MERGER.
EACH OF THE COMPANY, PARENT AND SUB
WILL TAKE ALL COMMERCIALLY REASONABLE ACTIONS NECESSARY TO COMPLY PROMPTLY WITH
ALL LEGAL REQUIREMENTS WHICH MAY BE IMPOSED ON ITSELF WITH RESPECT TO THE MERGER
(WHICH ACTIONS SHALL INCLUDE, WITHOUT LIMITATION, FURNISHING ALL INFORMATION IN
CONNECTION WITH APPROVALS OF OR FILINGS WITH STATE INSURANCE AUTHORITIES AND ANY
OTHER GOVERNMENTAL ENTITY) AND WILL PROMPTLY COOPERATE WITH AND FURNISH
INFORMATION TO EACH OTHER IN CONNECTION WITH ANY SUCH REQUIREMENTS IMPOSED UPON
ANY OF THEM OR ANY OF THEIR SUBSIDIARIES IN CONNECTION WITH THE MERGER. EACH OF
THE COMPANY, PARENT AND SUB WILL, AND WILL CAUSE ITS SUBSIDIARIES TO, TAKE, OR
CAUSE TO BE TAKEN, ALL COMMERCIALLY REASONABLE ACTIONS NECESSARY TO OBTAIN (AND
WILL COOPERATE WITH EACH OTHER IN OBTAINING) ANY CONSENT, AUTHORIZATION, ORDER
OR APPROVAL OF, OR ANY EXEMPTION BY, ANY GOVERNMENTAL ENTITY OR OTHER PUBLIC OR
PRIVATE THIRD PARTY, REQUIRED TO BE OBTAINED OR MADE BY PARENT, THE COMPANY OR
ANY OF THEIR SUBSIDIARIES IN CONNECTION WITH THE MERGER OR THE TAKING OF ANY
ACTION CONTEMPLATED THEREBY OR BY THIS AGREEMENT, INCLUDING WITHOUT LIMITATION,
ANY REQUIRED WAIVER, CONSENT OR APPROVAL UNDER THE PROASSURANCE CREDIT
AGREEMENT.
SECTION 7.05.
EXPENSES.
WHETHER OR NOT THE MERGER IS CONSUMMATED, ALL COSTS
AND EXPENSES INCURRED IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE PAID BY THE PARTY INCURRING SUCH EXPENSE.
SECTION 7.06.
BROKERS OR FINDERS.
EACH OF PARENT AND THE COMPANY REPRESENTS,
AS TO ITSELF AND ITS AFFILIATES, THAT, AS OF THE DATE OF THIS AGREEMENT, NO
AGENT, BROKER, INVESTMENT BANKER, FINANCIAL ADVISOR OR OTHER FIRM OR PERSON IS
OR WILL BE ENTITLED TO ANY BROKERS' OR FINDER'S FEE OR ANY OTHER COMMISSION OR
SIMILAR FEE IN CONNECTION WITH ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT EXCEPT RAYMOND JAMES & ASSOCIATES, INC., WHOSE FEES AND EXPENSES WILL
BE PAID BY THE COMPANY IN ACCORDANCE WITH THE COMPANY'S AGREEMENT WITH SUCH FIRM
(COPIES OF WHICH HAVE BEEN DELIVERED BY THE COMPANY TO PARENT PRIOR TO THE DATE
OF THIS AGREEMENT).
EACH OF PARENT AND THE COMPANY AGREE TO INDEMNIFY AND HOLD
THE OTHER HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS,