Authority; No Violation; Consents and Approvals. Subject to the receipt of all Requisite Regulatory Approvals (as defined in Section 8.1(c) of this Agreement), Medmarc has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and Medmarc has the authority to adopt the Plan of Conversion and carry out its obligations thereunder. The execution and delivery of this Agreement by Medmarc and the consummation of the transactions contemplated hereby have been authorized by the Board of Directors of Medmarc. The Board of Directors of Medmarc has adopted the Plan of Conversion and directed that the Plan of Conversion and this Agreement and the transactions contemplated by the Plan of Conversion and this Agreement be submitted to the Eligible Members for approval at a meeting of such Eligible Members and, other than obtaining Eligible Member approval and adoption of the Plan of Conversion and this Agreement by the affirmative vote of at least three-fourths of the Eligible Members voting thereon in accordance with Section 1.2 and any actions required to obtain all Requisite Regulatory Approvals, no other corporate proceedings on the part of Medmarc are necessary to approve the Plan of Conversion and this Agreement and to consummate the transactions contemplated by this Agreement. Subject to the foregoing, this Agreement has been duly and validly executed and delivered by Medmarc and (assuming this Agreement constitutes a valid and binding obligation of PRA) constitutes a valid and binding obligation of Medmarc, subject to applicable bankruptcy, fraudulent conveyance, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. On or prior to the date of this Agreement, the Board of Directors of Medmarc received the opinion of Sandler X'Xxxxx & Partners that the Purchase Price is fair from a financial point of view to the Members as a group.
Appears in 1 contract
Authority; No Violation; Consents and Approvals. (a) Subject to the receipt of all approvals of Governmental Authorities required to consummate the transactions contemplated by this Agreement as set forth on Section 5.5(a) of the NORCAL Disclosure Schedule (all such approvals and the expiration or termination of all statutory waiting periods in respect thereof being referred to in this Agreement as the “Requisite Regulatory Approvals (as defined in Section 8.1(c) of this AgreementApprovals”), Medmarc NORCAL has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and Medmarc has the authority to adopt the Plan of Conversion and carry out its obligations thereunderby this Agreement. The execution and delivery of this Agreement by Medmarc NORCAL and the consummation of the transactions contemplated hereby have been authorized by the Board NORCAL Board. Other than obtaining approval and adoption of Directors of Medmarc. The Board of Directors of Medmarc has adopted the Plan of Conversion and directed that by at least two-thirds of the Plan of Conversion and this Agreement and NORCAL Board, the transactions contemplated by the Plan of Conversion and this Agreement be submitted to the Eligible Members for approval at a meeting of such Eligible Members and, other than obtaining Eligible Member approval and adoption of the Plan of Conversion and this Agreement by the affirmative vote of at least threetwo-fourths thirds of the Eligible Members voting thereon Record Date Policyholders that actually vote, whether by ballot, in accordance with person or by proxy (provided there is a quorum as required by CA Insurance Code Section 1.2 4097.07), and any actions required to obtain all Requisite Regulatory Approvals, no other corporate proceedings on the part of Medmarc NORCAL are necessary to approve the Plan of Conversion and this Agreement and to consummate the transactions contemplated by this Agreement. Subject to the foregoing, this Agreement has been duly and validly executed and delivered by Medmarc NORCAL and (assuming this Agreement constitutes a valid due authorization, execution and binding obligation delivery by PRA and the receipt of PRAall Requisite Regulatory Approvals) constitutes a valid and binding obligation of MedmarcNORCAL, subject to applicable bankruptcy, fraudulent conveyance, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. On or prior to 28 43126503 v1
(b) Neither the date execution and delivery of this Agreement by NORCAL nor the consummation by NORCAL of the transactions contemplated by the Plan of Conversion and this Agreement, nor compliance by NORCAL with any of the Board terms or provisions of Directors the Plan of Medmarc received Conversion and this Agreement, will (i) violate any provision of the opinion Organizational Documents or (ii) assuming that all Requisite Regulatory Approvals and all of Sandler X'Xxxxx & Partners that the Purchase Price consents and approvals referred to in Section 5.5(c) of this Agreement are duly obtained, (x) violate any Applicable Law applicable to NORCAL or any of its properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of NORCAL under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, surplus debentures, deed of trust, license, lease, agreement or other instrument or obligation to which NORCAL is fair from a financial point party, or by which it or any of view its properties or assets may be bound or affected, except (in the case of clause (ii) above) as set forth in Section 5.5(b)(ii) of the NORCAL Disclosure Schedule, or for such violations, conflicts, breaches, terminations, cancellations, accelerations, Liens or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on NORCAL.
(c) Except for (i) the Requisite Regulatory Approvals and (ii) the approval of the Plan of Conversion and the transactions contemplated by this Agreement by the requisite votes of the Record Date Policyholders, no consents or approvals of or filings or registrations with any Governmental Authority, or with any other Person by NORCAL or any NORCAL Subsidiary are necessary in connection with the execution and delivery by NORCAL of this Agreement or the consummation by NORCAL of the transactions contemplated by this Agreement, except where the failure to obtain any such consents or approvals or to make any such filings would not be material to the Members transaction or NORCAL and the NORCAL Subsidiaries, taken as a groupwhole. (d) Except as provided by Section 4097.04 of the CA Insurance Code, no Policyholder of NORCAL shall have any pre-emptive rights under Applicable Law with respect to, or as a result of, the transactions contemplated by this Agreement (including the Conversion).
Appears in 1 contract
Authority; No Violation; Consents and Approvals. Subject to the receipt of all Requisite Regulatory Approvals (as defined in Section 8.1(ca) of this Agreement), Medmarc PIC WISCONSIN has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and Medmarc has the authority to adopt the Plan of Conversion and carry out its obligations thereunderby this Agreement. The execution and delivery of this Agreement by Medmarc and the consummation of the transactions contemplated hereby by this Agreement have been authorized duly and validly approved by the Board of Directors of MedmarcPIC WISCONSIN. The Board of Directors of Medmarc PIC WISCONSIN has adopted the Plan of Conversion and directed that the Plan of Conversion and this Agreement and the transactions contemplated by the Plan of Conversion and this Agreement be submitted to the Eligible Members shareholders of PIC WISCONSIN for approval at a meeting of such Eligible Members shareholders and, other than obtaining Eligible Member approval and except for the adoption of the Plan of Conversion and this Agreement by the affirmative vote of at least three-fourths the holders of a majority of the Eligible Members voting thereon in accordance with Section 1.2 outstanding shares of PIC WISCONSIN Common Stock and any actions required to obtain all Requisite Regulatory ApprovalsApprovals (as defined in Section 8.1(d) of this Agreement), no other corporate proceedings on the part of Medmarc PIC WISCONSIN are necessary to approve the Plan of Conversion and this Agreement and to consummate the transactions contemplated by this Agreement. Subject to the foregoing, this This Agreement has been duly and validly executed and delivered by Medmarc PIC WISCONSIN and (assuming this Agreement constitutes a valid due authorization, execution and binding obligation delivery by PRA and the receipt of PRAall Requisite Regulatory Approvals) constitutes a valid and binding obligation of MedmarcPIC WISCONSIN, subject to applicable bankruptcy, fraudulent conveyance, insolvency and similar laws affecting creditors’ ' rights generally, and subject, as to enforceability, to general principles of equity. On or prior to the date of this Agreement, the Board of Directors of Medmarc PIC WISCONSIN received the opinion of Sandler X'Xxxxx Xxxxxxx Xxxxxxx & Partners Co. that the Purchase Price Merger Consideration is fair to the shareholders of PIC WISCONSIN from a financial point of view view.
(b) Neither the execution and delivery of this Agreement by PIC WISCONSIN nor the consummation by PIC WISCONSIN of the transactions contemplated by this Agreement, nor compliance by PIC WISCONSIN with any of the terms or provisions of this Agreement, will (i) violate any provision of the Articles of Incorporation or Bylaws of PIC WISCONSIN or (ii) assuming that all Requisite Regulatory Approvals and all of the consents and approvals referred to in Section 4.5(c) of this Agreement are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to PIC WISCONSIN or any of its properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of PIC WISCONSIN under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, surplus debentures, deed of trust, license, lease, agreement or other instrument or obligation to which PIC WISCONSIN is a party, or by which it or any of its properties or assets may be bound or affected, except (in the case of clause (y) above) as set forth in Section 4.5(b)(ii)(y) of the PIC WISCONSIN Disclosure Schedule, or (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on PIC WISCONSIN.
(c) Except for (i) the filing of applications, notices and forms with, and the obtaining of approvals from, the Insurance Regulators (as defined in Section 10.17(a) of this Agreement) pursuant to the Members Insurance Laws (as defined in Section 10.17(a) of this Agreement), with respect to the transactions contemplated by this Agreement, (ii) the filing with the Securities and Exchange Commission (the "SEC") of a registration statement on Form S-4 or other applicable form (as amended or supplemented from time to time, the "S-4") in which a proxy statement relating to the meeting of the shareholders of PIC WISCONSIN to be held to vote on the Merger will be included as a groupprospectus (the "Proxy Statement") (iii) the filing of the Articles of Merger with the OCI of Wisconsin and the Department of Financial Institutions of the State of Wisconsin pursuant to the Merger Statutes, (iv) the filing of a notification and report form (the "HSR Act Report") with the Pre-Merger Notification Office of the Federal Trade Commission and with the Antitrust Division of the Department of Justice (collectively, the "Pre-Merger Notification Agencies") pursuant to the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act, as amended, and the rules and regulations thereunder (collectively, the "HSR Act"), (v) any consents, authorizations, orders and approvals required under the HSR Act, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers or investment advisers, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (including, without limitation, the National Association of Insurance Commissioners (the "NAIC") and the New York Stock Exchange ("NYSE")) (each, an "SRO"), or which are required under the Insurance Laws and other similar laws, (vii) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of PRA Common Stock pursuant to this Agreement, (viii) the approval of this Agreement by the requisite votes of the shareholders of PIC WISCONSIN and the shareholder of NEWCO, and (ix) the consents and approvals referred to in Section 4.5(b)(ii)(y) of the PIC WISCONSIN Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Authority (as defined in Section 10.17(a) of this Agreement), or with any other Person (as defined in Section 10.17(a) of this Agreement) are necessary in connection with the execution and delivery by PIC WISCONSIN of this Agreement or the consummation by PIC WISCONSIN of the transactions contemplated by this Agreement.
(d) No shareholder of PIC WISCONSIN or any PIC WISCONSIN Subsidiary shall have any pre-emptive rights under applicable law with respect to, or as a result of, the transactions contemplated by this Agreement (including the Merger).
Appears in 1 contract
Samples: Merger Agreement (Proassurance Corp)
Authority; No Violation; Consents and Approvals. Subject to the receipt of all Requisite Regulatory Approvals (as defined in Section 8.1(ca) of this Agreement), Medmarc NCRIC has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and Medmarc has the authority to adopt the Plan of Conversion and carry out its obligations thereunderby this Agreement. The execution and delivery of this Agreement by Medmarc and the consummation of the transactions contemplated hereby by this Agreement have been authorized duly and validly approved by the Board of Directors of MedmarcNCRIC. The Board of Directors of Medmarc NCRIC has adopted the Plan of Conversion and directed that the Plan of Conversion and this Agreement and the transactions contemplated by the Plan of Conversion and this Agreement be submitted to the Eligible Members stockholders of NCRIC for approval at a meeting of such Eligible Members stockholders and, other than obtaining Eligible Member approval and except for the adoption of the Plan of Conversion and this Agreement by the affirmative vote of at least three-fourths the holders of a majority of the Eligible Members voting thereon in accordance with Section 1.2 and any actions required to obtain all Requisite Regulatory Approvalsoutstanding shares of NCRIC Common Stock, no other corporate proceedings on the part of Medmarc NCRIC are necessary to approve the Plan of Conversion and this Agreement and to consummate the transactions contemplated by this Agreement. Subject to the foregoing, this This Agreement has been duly and validly executed and delivered by Medmarc NCRIC and (assuming due authorization, execution and delivery by NEWCO and PRA and the receipt of all Requisite Regulatory Approvals (as defined in Section 7.1(d) of this Agreement constitutes a valid and binding obligation of PRAAgreement)) constitutes a valid and binding obligation of MedmarcNCRIC, subject to applicable bankruptcy, fraudulent conveyance, insolvency and similar laws affecting creditors’ ' rights generally, and subject, as to enforceability, to general principles of equity. On or prior to the date of this Agreement, the Board of Directors of Medmarc NCRIC received the oral opinion of Sandler X'Xxxxx Sandler, O'Neil & Partners Partners, L.P. that the Purchase Price Merger Consideration is fair to the stockholders of NCRIC from a financial point of view view.
(b) Neither the execution and delivery of this Agreement by NCRIC nor the consummation by NCRIC of the transactions contemplated by this Agreement, nor compliance by NCRIC with any of the terms or provisions of this Agreement, will (i) violate any provision of the Certificate of Incorporation or Bylaws of NCRIC or (ii) assuming that all Requisite Regulatory Approvals and all of the consents and approvals referred to in Section 3.5(c) of this Agreement are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to NCRIC or any of its properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of NCRIC under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which NCRIC is a party, or by which it or any of its properties or assets may be bound or affected, except (in the case of clause (y) above) as set forth in Section 3.5(b)(ii)(y) of the NCRIC Disclosure Schedule, or for such violations, conflicts, breaches or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on NCRIC.
(c) Except for (i) the filing of applications, notices and forms with, and the obtaining of approvals from, the Insurance Regulators (as defined in Section 9.18(a) of this Agreement) pursuant to the Members Insurance Laws (as defined in Section 9.18(a) of this Agreement), with respect to the transactions contemplated by this Agreement, (ii) the filing with the Securities and Exchange Commission (the "SEC") of a proxy statement in definitive form relating to the meeting of stockholders of NCRIC to be held in connection with this Agreement and the transactions contemplated by this Agreement (the "PROXY STATEMENT") and the registration statement on Form S-4 in which the Proxy Statement will be included as a groupprospectus (the "S-4"), (iii) the filing of the Certificate of Merger with the Secretary of State of Delaware pursuant to the DGCL, (iv) the filing of a notification and report form (the "HSR ACT REPORT") with the Pre-Merger Notification Office of the Federal Trade Commission and with the Antitrust Division of the Department of Justice (collectively, the "PRE-MERGER NOTIFICATION AGENCIES") pursuant to the Hart-Scott-Rodino Anti-Trust Improvements Act, as amended, and xxx xxxxx xxx regulations thereunder (collectively, the "HSR ACT"), (v) any consents, authorizations, orders and approvals required under the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "SECURITIES Act"), the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the "EXCHANGE ACT"), and the HSR Act, (vi) any consents, authorizations, approvals, filings or exemptions in connection with compliance with the applicable provisions of federal and state securities laws relating to the regulation of broker-dealers or investment advisers, and federal commodities laws relating to the regulation of futures commission merchants and the rules and regulations thereunder and of any applicable industry self-regulatory organization (including, without limitation, the National Association of Insurance Regulators (the "NAIC"), the New York Stock Exchange, the National Association of Securities Dealers, Inc. (the "NASD") and the Nasdaq National Market) (each, an "SRO"), or which are required under the Insurance Laws and other similar laws, (vii) such filings and approvals as are required to be made or obtained under the securities or "Blue Sky" laws of various states in connection with the issuance of the shares of PRA Common Stock pursuant to this Agreement, and (viii) the approval of this Agreement by the requisite votes of the stockholders of NCRIC and the stockholder of NEWCO, no consents or approvals of or filings or registrations with any Governmental Authority (as defined in Section 9.18(a) of this Agreement), or with any other Person (as defined in Section 9.18(a) of this Agreement) are necessary in connection with the execution and delivery by NCRIC of this Agreement or the consummation by NCRIC of the transactions contemplated by this Agreement.
(d) No stockholder of NCRIC or any NCRIC Subsidiary shall have any pre-emptive rights under applicable law with respect to, or as a result of, the transactions contemplated by this Agreement (including the Merger).
Appears in 1 contract
Samples: Merger Agreement (Proassurance Corp)
Authority; No Violation; Consents and Approvals. (a) Subject to the receipt of all Requisite Regulatory Approvals (as defined in Section 8.1(c) of this Agreement)Approvals, Medmarc PICA has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and Medmarc PICA has the authority authority, assuming all Requisite Regulatory Approvals are duly received, to adopt the Plan of Conversion and carry out its obligations thereunder. The execution and delivery of this Agreement by Medmarc PICA and the consummation of the transactions contemplated hereby have been authorized by the Board of Directors of MedmarcPICA. The Board of Directors of Medmarc PICA has adopted the Plan of Conversion and directed that the Plan of Conversion and this Agreement and the transactions contemplated by the Plan of Conversion and this Agreement be submitted to the Eligible Members for approval at a meeting of such Eligible Members and, other than obtaining Eligible Member approval and adoption of the Plan of Conversion and this Agreement by the affirmative vote of at least threetwo-fourths thirds of the Eligible Members voting thereon in accordance with Section 1.2 and any actions required to obtain all Requisite Regulatory ApprovalsApprovals (as defined in Section 8.1(c) of this Agreement), no other corporate proceedings on the part of Medmarc PICA are necessary to approve the Plan of Conversion and this Agreement and to consummate the transactions contemplated by this Agreement. Subject to the foregoing, this Agreement has been duly and validly executed and delivered by Medmarc PICA and (assuming this Agreement constitutes a valid and binding obligation of PRA) constitutes a valid and binding obligation of MedmarcPICA, subject to applicable bankruptcy, fraudulent conveyance, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. On or prior to the date of this Agreement, the Board of Directors of Medmarc PICA received the opinion of Sandler X'Xxxxx Xxxxxxx Xxxxx & Partners Associates that the Purchase Price is fair fair, from a financial point of view view, to the Eligible Members and DR Former Members, as a group.
(b) Neither the execution and delivery of this Agreement by PICA nor the consummation by PICA of the transactions contemplated by the Plan of Conversion and this Agreement, nor compliance by PICA with any of the terms or provisions of the Plan of Conversion and this Agreement, will (i) violate any provision of the Articles of Incorporation or Bylaws of PICA or (ii) assuming that all Requisite Regulatory Approvals and all of the consents and approvals referred to in Section 4.5(c) of this Agreement are duly obtained, (x) violate any statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to PICA or any of its properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of PICA under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, surplus debentures, deed of trust, license, lease, agreement or other instrument or obligation to which PICA is a party, or by which it or any of its properties or assets may be bound or affected, except (in the case of clause (y) above) as set forth in Section 4.5(b) of the PICA Disclosure Schedule, or (in the case of clauses (x) and (y) above) for such violations, conflicts, breaches, terminations, cancellations, accelerations, Liens or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on PICA and the PICA Subsidiaries, taken as a whole.
(c) Except for (i) the filing of applications, notices and forms with, and the obtaining of approvals from, the Insurance Regulators pursuant to the Insurance Laws, with respect to the transactions contemplated by this Agreement, including all Requisite Regulatory Approvals, (ii) the approval of the Plan of Conversion and the Amended Articles of Incorporation with the Director of the Division pursuant to the Illinois Insurance Code as contemplated in Section 1.2 hereof, (iii) the filing of a notification and report form (the “HSR Act Report”) with the Premerger Notification Office of the Federal Trade Commission and with the Antitrust Division of the Department of Justice (collectively, the “Premerger Notification Agencies”) pursuant to the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act, as amended, and the rules and regulations thereunder (collectively, the “HSR Act”), (iv) any consents, authorizations, orders and approvals required under the HSR Act, (v) the approval of the Plan of Conversion and this Agreement by the requisite votes of the Eligible Members, (vi) the consents and approvals referred to in Section 4.5(b) of the PICA Disclosure Schedule, and (vii) the approvals set forth in Section 4.5(c) of the PICA Disclosure Schedule, no consents or approvals of or filings or registrations with any Governmental Authority, or with any other Person are necessary in connection with the execution and delivery by PICA of this Agreement or the consummation by PICA of the transactions contemplated by this Agreement.
Appears in 1 contract
Authority; No Violation; Consents and Approvals. (a) Subject to the receipt of all approvals of Governmental Authorities required to consummate the transactions contemplated by this Agreement as set forth on Section 5.5(a) of the NORCAL Disclosure Schedule (all such approvals and the expiration or termination of all statutory waiting periods in respect thereof being referred to in this Agreement as the “Requisite Regulatory Approvals (as defined in Section 8.1(c) of this AgreementApprovals”), Medmarc NORCAL has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and Medmarc has the authority to adopt the Plan of Conversion and carry out its obligations thereunderby this Agreement. The execution and delivery of this Agreement by Medmarc NORCAL and the consummation of the transactions contemplated hereby have been authorized by the Board NORCAL Board. Other than obtaining approval and adoption of Directors of Medmarc. The Board of Directors of Medmarc has adopted the Plan of Conversion and directed that by at least two-thirds of the Plan of Conversion and this Agreement and NORCAL Board, the transactions contemplated by the Plan of Conversion and this Agreement be submitted to the Eligible Members for approval at a meeting of such Eligible Members and, other than obtaining Eligible Member approval and adoption of the Plan of Conversion and this Agreement by the affirmative vote of at least three-fourths two- thirds of the Eligible Members voting thereon Record Date Policyholders that actually vote, whether by ballot, in accordance with person or by proxy (provided there is a quorum as required by CA Insurance Code Section 1.2 4097.07), and any actions required to obtain all Requisite Regulatory Approvals, no other corporate proceedings on the part of Medmarc NORCAL are necessary to approve the Plan of Conversion and this Agreement and to consummate the transactions contemplated by this Agreement. Subject to the foregoing, this Agreement has been duly and validly executed and delivered by Medmarc XXXXXX and (assuming this Agreement constitutes a valid due authorization, execution and binding obligation delivery by PRA and the receipt of PRAall Requisite Regulatory Approvals) constitutes a valid and binding obligation of MedmarcNORCAL, subject to applicable bankruptcy, fraudulent conveyance, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity. On or prior to .
(b) Neither the date execution and delivery of this Agreement by NORCAL nor the consummation by NORCAL of the transactions contemplated by the Plan of Conversion and this Agreement, nor compliance by NORCAL with any of the Board terms or provisions of Directors the Plan of Medmarc received Conversion and this Agreement, will (i) violate any provision of the opinion of Sandler X'Xxxxx & Partners that the Purchase Price is fair from a financial point of view to the Members as a group.Organizational Documents or
Appears in 1 contract
Samples: Acquisition Agreement
Authority; No Violation; Consents and Approvals. Subject to the receipt of all Requisite Regulatory Approvals (as defined in Section 8.1(ca) of this Agreement), Medmarc ProAssurance has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and Medmarc has the authority to adopt the Plan of Conversion and carry out its obligations thereunderby this Agreement. The execution and delivery of this Agreement by Medmarc and the consummation of the transactions contemplated hereby by this Agreement have been authorized duly and validly approved by the Board of Directors of Medmarc. The Board of Directors of Medmarc has adopted the Plan of Conversion PRA Board, and directed that the Plan of Conversion and this Agreement and the transactions contemplated by the Plan of Conversion and this Agreement be submitted to the Eligible Members for approval at a meeting of such Eligible Members and, other than obtaining Eligible Member approval and adoption of the Plan of Conversion and this Agreement by the affirmative vote of at least three-fourths of the Eligible Members voting thereon in accordance with Section 1.2 and any actions required to obtain all Requisite Regulatory Approvals, no other corporate proceedings on the part of Medmarc ProAssurance (including any approval of the stockholders of ProAssurance) are necessary to approve the Plan of Conversion and this Agreement and to consummate the transactions contemplated by this Agreement. Subject to the foregoing, this This Agreement has been duly and validly executed and delivered by Medmarc ProAssurance and (assuming this Agreement constitutes a valid due authorization, execution and binding obligation delivery by NORCAL and the receipt of PRAall Requisite Regulatory Approvals) constitutes a valid and binding obligation of MedmarcProAssurance, subject to applicable bankruptcy, fraudulent conveyance, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity.
(b) PRA Professional has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. On The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly approved by the board of directors of PRA Professional, and no other corporate proceedings on the part of PRA Professional (including any approval of the stockholders of PRA Professional) are necessary to approve this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by PRA Professional and (assuming due authorization, execution and delivery by NORCAL and the receipt of all Requisite Regulatory Approvals) constitutes a valid and binding obligation of PRA Professional, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity.
(c) Neither the execution and delivery of this Agreement by ProAssurance nor the consummation by ProAssurance of the transactions contemplated by this Agreement, nor compliance by ProAssurance with any of the terms or prior to the date provisions of this Agreement, will (i) violate any provision of the Board Certificate of Directors Incorporation or Bylaws of Medmarc received ProAssurance or (ii) assuming that all Requisite Regulatory Approvals and all of the opinion consents and approvals referred to in Section 5.5(c) of Sandler X'Xxxxx & Partners this Agreement are duly obtained, (x) violate any Applicable Law applicable to ProAssurance or any of its properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of ProAssurance under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which ProAssurance is a party, or by which it or any of its properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, terminations, cancellations, accelerations, Liens or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on ProAssurance.
(d) Neither the execution and delivery of this Agreement by PRA Professional nor the consummation by PRA Professional of the transactions contemplated by this Agreement, nor compliance by PRA Professional with any of the terms or provisions of this Agreement, will
(i) violate any provision of the Certificate of Incorporation or Bylaws of PRA Professional or (ii) assuming that all Requisite Regulatory Approvals and all of the Purchase Price consents and approvals referred to in Section 5.5(c) of this Agreement are duly obtained, (x) violate any Applicable Law applicable to PRA Professional or any of its properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of PRA Professional under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which PRA Professional is fair from a financial point party, or by which it or any of view its properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, terminations, cancellations, accelerations, Liens or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on PRA Professional.
(e) Except for (i) the filing of applications, notices and forms with, and the obtaining of approvals from, the Insurance Regulators pursuant to the Members as Insurance Laws, with respect to the transactions contemplated by this Agreement, (ii) the filing of a group.notification and report form (the “HSR Act Report”) with the Pre Merger Notification Office of the Federal Trade Commission and with the Antitrust Division of the Department of Justice (collectively, the “Pre-Merger Notification Agencies”) pursuant to the HSR Act, (iii) any consents, authorizations, clearances, orders and approvals required under the Securities Act, the Exchange Act, and the HSR Act, and
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Samples: Acquisition Agreement
Authority; No Violation; Consents and Approvals. Subject to the receipt of all Requisite Regulatory Approvals (as defined in Section 8.1(ca) of this Agreement), Medmarc ProAssurance has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and Medmarc has the authority to adopt the Plan of Conversion and carry out its obligations thereunderby this Agreement. The execution and delivery of this Agreement by Medmarc and the consummation of the transactions contemplated hereby by this Agreement have been authorized duly and validly approved by the Board of Directors of Medmarc. The Board of Directors of Medmarc has adopted the Plan of Conversion PRA Board, and directed that the Plan of Conversion and this Agreement and the transactions contemplated by the Plan of Conversion and this Agreement be submitted to the Eligible Members for approval at a meeting of such Eligible Members and, other than obtaining Eligible Member approval and adoption of the Plan of Conversion and this Agreement by the affirmative vote of at least three-fourths of the Eligible Members voting thereon in accordance with Section 1.2 and any actions required to obtain all Requisite Regulatory Approvals, no other corporate proceedings on the part of Medmarc ProAssurance (including any approval of the stockholders of ProAssurance) are necessary to approve the Plan of Conversion and this Agreement and to consummate the transactions contemplated by this Agreement. Subject to the foregoing, this This Agreement has been duly and validly executed and delivered by Medmarc ProAssurance and (assuming this Agreement constitutes a valid due authorization, execution and binding obligation delivery by NORCAL and the receipt of PRAall Requisite Regulatory Approvals) constitutes a valid and binding obligation of MedmarcProAssurance, subject to applicable bankruptcy, fraudulent conveyance, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity.
(b) PRA Professional has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement. On The execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly and validly approved by the board of directors of PRA Professional, and no other corporate proceedings on the part of PRA Professional (including any approval of the stockholders of PRA Professional) are necessary to approve this Agreement and to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by PRA Professional and (assuming due authorization, execution and delivery by NORCAL and the receipt of all Requisite Regulatory Approvals) constitutes a valid and binding obligation of PRA Professional, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity.
(c) Neither the execution and delivery of this Agreement by ProAssurance nor the consummation by ProAssurance of the transactions contemplated by this Agreement, nor compliance by ProAssurance with any of the terms or prior to the date provisions of this Agreement, will (i) violate any provision of the Board Certificate of Directors Incorporation or Bylaws of Medmarc received ProAssurance or (ii) assuming that all Requisite Regulatory Approvals and all of the opinion consents and approvals referred to in Section 5.5(c) of Sandler X'Xxxxx & Partners this Agreement are duly obtained, (x) violate any Applicable Law applicable to ProAssurance or any of its properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event 55 43126503 v1
(d) Neither the execution and delivery of this Agreement by PRA Professional nor the consummation by PRA Professional of the transactions contemplated by this Agreement, nor compliance by PRA Professional with any of the terms or provisions of this Agreement, will (i) violate any provision of the Certificate of Incorporation or Bylaws of PRA Professional or (ii) assuming that all Requisite Regulatory Approvals and all of the Purchase Price consents and approvals referred to in Section 5.5(c) of this Agreement are duly obtained, (x) violate any Applicable Law applicable to PRA Professional or any of its properties or assets, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any Lien upon any of the properties or assets of PRA Professional under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which PRA Professional is fair from a financial point party, or by which it or any of view its properties or assets may be bound or affected, except (in the case of clause (ii) above) for such violations, conflicts, breaches, terminations, cancellations, accelerations, Liens or defaults which, either individually or in the aggregate, would not have a Material Adverse Effect on PRA Professional.
(e) Except for (i) the filing of applications, notices and forms with, and the obtaining of approvals from, the Insurance Regulators pursuant to the Members as Insurance Laws, with respect to the transactions contemplated by this Agreement, (ii) the filing of a groupnotification and report form (the “HSR Act Report”) with the Pre Merger Notification Office of the Federal Trade Commission and with the Antitrust Division of the Department of Justice (collectively, the “Pre-Merger Notification Agencies”) pursuant to the HSR Act, (iii) any consents, authorizations, clearances, orders and approvals required under the Securities Act, the Exchange Act, and the HSR Act, and (iv) the approval of this Agreement and the transactions contemplated by this Agreement by the requisite votes of the Record Date Policyholders, no consents or approvals of, or filings or registrations with any Governmental Authority or with any other Person by ProAssurance or any Subsidiary of PRA, including without limitation PRA Professional (the “PRA Subsidiaries”), are necessary in connection with the execution and delivery by ProAssurance and PRA Professional of this Agreement or the consummation by PRA or any PRA Subsidiary of the transactions contemplated by this Agreement.
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