PROMPTLY OF THE RECEIPT BY IT OF ANY COMMENTS FROM THE SEC OR ITS STAFF
AND OF ANY REQUEST OF THE SEC OR ANY OTHER GOVERNMENTAL OFFICIALS WITH RESPECT
TO ANY OTHER FILINGS OR FOR ADDITIONAL INFORMATION AND WILL SUPPLY THE OTHER
PARTIES HERETO WITH COPIES OF ALL CORRESPONDENCE BETWEEN IT AND ITS
REPRESENTATIVES, ON THE ONE HAND, AND THE SEC OR THE MEMBERS OF ITS STAFF OR ANY
OTHER GOVERNMENTAL OFFICIALS, ON THE OTHER HAND, AND WILL PROVIDE THE OTHER
PARTIES AND THEIR COUNSEL WITH THE OPPORTUNITY TO PARTICIPATE, INCLUDING BY WAY
OF DISCUSSIONS WITH THE SEC OR ITS STAFF, IN THE RESPONSE OF SUCH PARTY TO SUCH
COMMENTS WITH RESPECT TO ANY OTHER FILINGS OR THE TRANSACTIONS CONTEMPLATED
HEREIN.
EACH OF THE COMPANY, ON THE OTHER HAND, AND PARENT AND SUB, ON THE
OTHER, SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO OBTAIN AND FURNISH THE
INFORMATION REQUIRED TO BE INCLUDED IN ANY OTHER FILINGS OR THE MERGER.
ARTICLE VIII
CONDITIONS
SECTION 8.01.
CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGER.
THE
RESPECTIVE OBLIGATION OF EACH PARTY TO EFFECT THE MERGER SHALL BE SUBJECT TO THE
SATISFACTION PRIOR TO THE CLOSING DATE OF THE FOLLOWING CONDITIONS:
(A)
SHAREHOLDER APPROVAL.
THIS AGREEMENT SHALL HAVE BEEN APPROVED AND
ADOPTED BY THE AFFIRMATIVE VOTE OF (I) THE HOLDERS OF A MAJORITY OF THE
OUTSTANDING SHARES OF COMPANY COMMON STOCK AS REQUIRED BY THE MBCA AND (II) A
MAJORITY OF THE
18
OUTSTANDING SHARES OWNED BY THE INDEPENDENT SHAREHOLDERS AS REQUIRED BY THE
COMPANY'S ARTICLES OF INCORPORATION.
(B)
OTHER APPROVALS.
(I) THE OFFICE OF FINANCIAL AND INSURANCE
SERVICES OF THE STATE OF MICHIGAN SHALL HAVE APPROVED 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.
(II) THE DETERMINATION BY
PROASSURANCE THAT THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT WILL NOT RESULT
IN THE BREACH OF THE TERMS OF THE PROASSURANCE CREDIT AGREEMENT OR, IF
PROASSURANCE DETERMINES THAT SUCH TRANSACTIONS WILL RESULT IN SUCH A BREACH, THE
REQUIRED CONSENT, WAIVER OR APPROVAL SHALL HAVE BEEN OBTAINED IN CONNECTION WITH
THE PROASSURANCE CREDIT AGREEMENT AND SHALL BE IN FULL FORCE AND EFFECT SUCH
THAT THE CONSUMMATION OF THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED
HEREBY WILL NOT RESULT IN A DEFAULT THEREUNDER. (III) OTHER THAN THE FILING
PROVIDED FOR BY SECTION 2.01, ALL AUTHORIZATIONS, CONSENTS, ORDERS OR APPROVALS
OF, OR DECLARATIONS OR FILINGS WITH, OR EXPIRATIONS OF WAITING PERIODS IMPOSED
BY, ANY GOVERNMENTAL ENTITY THE FAILURE TO OBTAIN WHICH WOULD HAVE A MATERIAL
ADVERSE EFFECT ON PARENT AND ITS SUBSIDIARIES OR THE SURVIVING CORPORATION AND
ITS SUBSIDIARIES, IN EACH CASE TAKEN AS A WHOLE, SHALL HAVE BEEN FILED, OCCURRED
OR BEEN OBTAINED.
(C)
NO INJUNCTIONS OR RESTRAINTS.
THERE SHALL NOT BE PENDING OR
THREATENED ANY ACTION OR PROCEEDING BY OR BEFORE ANY COURT OR OTHER GOVERNMENTAL
ENTITY SEEKING TO RESTRAIN, PROHIBIT, INVALIDATE OR COLLECT DAMAGES ARISING OUT
OF THE MERGER OR OTHER TRANSACTIONS HEREUNDER, AND THERE SHALL