SATISFIED OR WAIVED, (IV) CHANGE THE FORM OF
CONSIDERATION PAYABLE IN THE OFFER, (V) AMEND, MODIFY OR ADD TO THE TENDER OFFER
CONDITIONS OR (VI) AMEND ANY OTHER TERM OF THE OFFER IN A MANNER ADVERSE TO THE
INDEPENDENT SHAREHOLDERS.
NOTWITHSTANDING THE FOREGOING, THE COMPANY MAY,
WITHOUT THE CONSENT OF THE PARENT, (A) EXTEND THE OFFER, IF AT THE SCHEDULED
EXPIRATION TIME OF THE OFFER ANY OF THE TENDER OFFER CONDITIONS SHALL HAVE NOT
BEEN SATISFIED OR WAIVED, UNTIL SUCH TIME AS SUCH CONDITIONS ARE SATISFIED OR
2
WAIVED, (B) EXTEND THE OFFER FOR ANY PERIOD REQUIRED BY ANY STATUTE, RULE,
REGULATION, INTERPRETATION OR POSITION OF THE SEC OR ANY OTHER GOVERNMENTAL
ENTITY APPLICABLE TO THE OFFER, (C) WAIVE ANY TENDER OFFER CONDITION.
(C)
OFFER DOCUMENTS.
THE COMPANY REPRESENTS THAT THE OFFER DOCUMENTS
WILL COMPLY IN ALL MATERIAL RESPECTS WITH THE PROVISIONS OF APPLICABLE FEDERAL
SECURITIES LAWS AND, ON THE DATE FILED WITH THE SEC AND ON THE DATE FIRST
PUBLISHED, SENT OR GIVEN TO THE COMPANY'S SHAREHOLDERS, SHALL NOT CONTAIN ANY
UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT REQUIRED
TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE THEREIN,
IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING, EXCEPT
THAT NO REPRESENTATION IS MADE BY THE COMPANY WITH RESPECT TO INFORMATION
SUPPLIED BY THE PARENT OR SUB FOR INCLUSION IN THE OFFER DOCUMENTS.
EACH OF
PARENT AND SUB, ON THE ONE HAND, AND THE COMPANY, ON THE OTHER HAND, AGREES
PROMPTLY TO CORRECT ANY INFORMATION PROVIDED BY IT FOR USE IN THE OFFER
DOCUMENTS IF AND TO THE EXTENT THAT IT SHALL HAVE BECOME FALSE OR MISLEADING IN
ANY MATERIAL RESPECT PRIOR TO THE EXPIRATION TIME, AND THE COMPANY FURTHER
AGREES TO TAKE ALL STEPS NECESSARY TO CAUSE THE OFFER DOCUMENTS AS SO CORRECTED
TO BE FILED WITH THE SEC AND TO BE DISSEMINATED TO SHAREHOLDERS OF THE COMPANY,
IN EACH CASE, AS AND TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES
LAWS.
SECTION 1.02.
TENDER OFFER CONDITIONS.
NOTWITHSTANDING ANY OTHER PROVISIONS OF
THE OFFER, THE COMPANY SHALL NOT BE REQUIRED TO ACCEPT FOR PAYMENT OR, SUBJECT
TO ANY APPLICABLE RULES OF THE SEC, PAY FOR ANY TENDERED SHARES AND MAY, SUBJECT
TO SECTION 1.01 AND ARTICLE IX, TERMINATE OR AMEND THE OFFER AND/OR DELAY THE
ACCEPTANCE OF SHARES FOR PAYMENT IF ANY OF THE FOLLOWING EVENTS SHALL OCCUR AND
BE CONTINUING AT THE EXPIRATION TIME:
(A)
REGULATORY APPROVAL.
(I) THE COMPANY SHALL NOT HAVE RECEIVED FROM
THE OFFICE OF FINANCIAL AND INSURANCE SERVICES OF THE STATE OF MICHIGAN APPROVAL
OF THE COMPANY'S REQUEST FOR EXEMPTION FROM THE FORM A FILING REQUIREMENT IN
CONNECTION WITH THE MERGER AND SUCH APPROVAL SHALL BE IN FULL FORCE AND EFFECT;
OR (II) THE COMPANY SHALL NOT HAVE RECEIVED OR OBTAINED ALL AUTHORIZATIONS,
CONSENTS, ORDERS OR APPROVALS OF ANY COURT, ARBITRAL TRIBUNAL, ADMINISTRATIVE
AGENCY OR COMMISSION OR OTHER GOVERNMENTAL OR OTHER REGULATORY AUTHORITY OR
AGENCY (A "GOVERNMENTAL ENTITY"), THE