THE BUSINESS CONDUCTED BY IT MAKES
SUCH QUALIFICATION OR LICENSING NECESSARY, EXCEPT WHERE THE FAILURE TO BE SO
DULY QUALIFIED OR LICENSED AND IN GOOD STANDING WOULD NOT IN THE AGGREGATE HAVE
A MATERIAL ADVERSE EFFECT ON THE ABILITY OF PARENT AND SUB TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
SECTION 5.02.
AUTHORITY.
PARENT AND SUB HAVE ALL REQUISITE CORPORATE POWER AND
AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED HEREBY. THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT AND THE CONSUMMATION OF THE MERGER AND OF THE OTHER TRANSACTIONS
CONTEMPLATED HEREBY HAVE BEEN DULY AUTHORIZED BY ALL NECESSARY CORPORATE ACTION
ON THE PART OF PARENT AND SUB, AND NO OTHER CORPORATE PROCEEDINGS ON THE PART OF
PARENT AND SUB ARE NECESSARY TO AUTHORIZE THIS AGREEMENT OR TO CONSUMMATE THE
TRANSACTIONS SO CONTEMPLATED. THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY PARENT AND SUB, AS THE CASE MAY BE, AND CONSTITUTES A VALID AND
BINDING OBLIGATION OF EACH OF PARENT AND SUB, AS THE CASE MAY BE, ENFORCEABLE
AGAINST PARENT AND SUB IN ACCORDANCE WITH ITS RESPECTIVE TERMS, EXCEPT THAT (A)
SUCH ENFORCEMENT MAY BE SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY OR OTHER
SIMILAR LAWS, NOW OR HEREAFTER IN EFFECT, AFFECTING CREDITORS' RIGHTS GENERALLY,
AND (B) THE REMEDY OF SPECIFIC PERFORMANCE AND INJUNCTIVE AND OTHER FORMS OF
EQUITABLE RELIEF MAY BE SUBJECT TO EQUITABLE DEFENSES AND TO THE DISCRETION OF
COURT BEFORE WHICH ANY PROCEEDING THEREFOR MAY BE BROUGHT.
SECTION 5.03.
CONSENTS AND APPROVALS; NO VIOLATIONS.
EXCEPT FOR FILINGS,
PERMITS, AUTHORIZATIONS, CONSENTS AND APPROVALS AS MAY BE REQUIRED UNDER, AND
OTHER APPLICABLE REQUIREMENTS OF, THE EXCHANGE ACT, STATE INSURANCE LAWS AND THE
MBCA, NEITHER THE EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT BY PARENT
AND SUB NOR THE CONSUMMATION BY PARENT AND SUB OF THE TRANSACTIONS CONTEMPLATED
HEREBY NOR COMPLIANCE BY PARENT AND SUB WITH ANY OF THE PROVISIONS HEREOF WILL
(A) VIOLATE ANY PROVISION OF THE RESPECTIVE ARTICLES OF INCORPORATION OR BYLAWS
OF PARENT AND SUB, (B) REQUIRE ANY FILING WITH, OR PERMIT, AUTHORIZATION,
CONSENT OR APPROVAL OF, ANY GOVERNMENTAL ENTITY (EXCEPT WHERE THE FAILURE TO
OBTAIN SUCH PERMITS, AUTHORIZATIONS, CONSENTS OR APPROVALS OR TO MAKE SUCH
FILINGS WOULD NOT HAVE A MATERIAL ADVERSE EFFECT ON THE ABILITY OF PARENT AND
SUB TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT), (C) EXCEPT
FOR THE PROASSURANCE CREDIT AGREEMENT, RESULT IN A VIOLATION OR BREACH OF, OR
CONSTITUTE (WITH OR WITHOUT DUE NOTICE OR LAPSE OF TIME OR BOTH) A DEFAULT (OR
GIVE RISE TO ANY RIGHT OF TERMINATION, CANCELLATION, OR ACCELERATION) UNDER, ANY
OF THE TERMS, CONDITIONS OR PROVISIONS OF ANY NOTE, BOND, MORTGAGE, INDENTURE,
LICENSE, LEASE, CONTRACT, AGREEMENT OR OTHER INSTRUMENT OR OBLIGATION TO WHICH
PARENT OR ANY OF ITS AFFILIATES IS A PARTY OR BY WHICH ANY OF THEM OR ANY OF
THEIR PROPERTIES OR ASSETS MAY BE
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BOUND OR (D) VIOLATE ANY ORDER, WRIT, INJUNCTION, DECREE, STATUTE, RULE OR
REGULATION APPLICABLE TO PARENT, ANY OF ITS AFFILIATES OR ANY