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Exhibit 2.2
FORM OF
RECAPITALIZATION AGREEMENT
THIS RECAPITALIZATION AGREEMENT (this "Agreement") is made as of the
_______ day of _______________, 1996, by and between EMPLOYERS SELF INSURERS
TRUST, a self-insurance trust existing pursuant to Section 624.4621 of the
Florida Statutes ("ESIF"), and SUMMIT HOLDING SOUTHEAST, INC., a Florida
corporation (the "Holding Company").
WHEREAS, the Board of Trustees of ESIF (the "Trustees") has determined
that it is in the best interests of ESIF and its member policyholders (the
"Members") for ESIF to convert to an assessable mutual insurance company (the
"Mutual Company") and then to a stock insurance company (the "Stock Company");
and
WHEREAS, the Trustees have also determined that it is in the best
interests of ESIF and the Members for the Stock Company to be wholly owned by
the Holding Company, and for the Members to receive in return for their
membership interests in the Mutual Company consideration in the form of
preferred stock and subscription rights to purchase common stock of the Holding
Company; and
WHEREAS, the Trustees have adopted an Amended Plan of Conversion and
Recapitalization dated _____________, 1996 (the "Plan"), setting forth the
terms and conditions of the above-described transactions (the "Conversion");
and
WHEREAS, the parties contemplate that this Agreement will be filed
with the Florida Department of Insurance (the "Department") as an exhibit to
the Plan, but that this Agreement will not be effective unless and until the
Plan is approved by the Department and other conditions are satisfied, as
further described below; and
WHEREAS, any capitalized term used but not defined herein shall have
the meaning set forth in the Plan;
NOW, THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:
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ARTICLE 1
THE RECAPITALIZATION
1.1 Issuance of Stock Company Shares. On the Effective Date, the
Stock Company shall issue to the Holding Company 15,000 shares of the common
stock, $100 par value per share, of the Stock Company, which will constitute
all of the authorized shares of common stock of the Stock Company on the
Effective Date (the "Shares").
1.2 Consideration. As consideration for the Shares, the Holding
Company shall, upon the Effective Date:
(a) issue and deliver to certain of the Members the number of
shares of Preferred Stock that is to be allocated to "Eligible Policyholders"
pursuant to the allocation of policyholder consideration set forth in Section
7.1 of the Plan; and
(b) issue and deliver to certain of the Members the Subscription
Rights that are to be allocated to Eligible Policyholders pursuant to Section
7.2 of the Plan;
(c) contribute to the capital of ESIF cash in an amount at least
equal to the funds required for the Financing, as defined in Section 1.8 of the
Plan.
1.3 Closing. The closing of the transactions contemplated hereby
(the "Closing") shall occur on the Effective Date, simultaneously with the
closing of the transactions contemplated by the Plan. The Closing shall take
place at such place and at such time as the parties shall mutually agree.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF ESIF
ESIF hereby represents and warrants to the Holding Company, as of the
date hereof and as of the Effective Date, as follows:
2.1 Organization and Authority. ESIF is a Group Self-Insurance
Fund organized under Florida Statutes Section 624.4621 (formerly Florida
Statutes Section 440.57), and is authorized pursuant to Florida Statutes
Section 624.4621 to operate as a Group Self-Insurance Fund. ESIF has the
requisite power and authority to own or lease its assets as now owned or
leased, and to execute and deliver this Agreement and, subject to the required
approvals of the Voting Policyholders and the Department and the other consents
expressly contemplated hereby, to perform its obligations hereunder and to
consummate the transactions contemplated hereby. The execution, delivery and
performance by ESIF of its obligations under this Agreement, and the
consummation of the transactions contemplated hereby, have been duly and
validly authorized by all necessary action on the part of ESIF. This Agreement
has been duly and validly executed and delivered by ESIF and constitutes ESIF's
valid and binding obligation, enforceable against ESIF in accordance with its
terms.
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2.2 No Violation of Applicable Laws or Agreements. The execution
and delivery of this Agreement do not, and the consummation of the transactions
contemplated by this Agreement and the compliance with the terms, conditions
and provisions of this Agreement by ESIF will not, (a) violate or conflict with
any provision of ESIF's Constitution; (b) violate, conflict with or result in
the breach or termination of, or otherwise give any contracting party (which
has not consented to such execution, delivery and consummation) the right to
change the terms of, or to terminate or accelerate the maturity of, or
constitute a default under the terms of, any indenture, mortgage, loan or
credit agreement or any other material agreement or instrument to which ESIF is
a party or by which any of its assets may be bound or affected; (c) violate any
Applicable Law, other than any such conflicts, breaches, terminations,
accelerations, defaults or violations that would not, individually or in the
aggregate, have a material adverse effect on ESIF.
2.3 Capitalization and Ownership. On the Effective Date, the
authorized capital stock of the Stock Company will consist of 15,000 shares of
common stock, $100 par value per share, of which all 15,000 shares will be
issued and outstanding and will comprise the Shares. Upon issuance of the
Shares against delivery by Holding Company of the consideration described in
Section 1.2 above, all of such Shares shall be duly authorized, validly issued,
fully paid and nonassessable. Upon the Effective Date, there will not exist
any outstanding options, warrants, rights, agreements, calls, commitments or
demands of any character relating to the capital stock of the Stock Company or
any securities convertible into or exchangeable for any of such capital stock.
2.4 No Litigation. Except as described in writing to the Holding
Company, there are no suits, actions or legal or administrative proceedings
pending, or to the knowledge of ESIF, threatened, which individually or in the
aggregate, if adversely determined, might materially and adversely affect the
financial condition or properties of ESIF or the conduct of its business or
which challenge any of the transactions contemplated hereby.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF THE HOLDING COMPANY
The Holding Company hereby represents and warrants to ESIF, as of the
date hereof and as of the Effective Date, as follows:
3.1 Organization. The Holding Company is a corporation, duly
organized and validly existing under the laws of the State of Florida. The
Holding Company has the requisite power and authority to own or lease its
assets and to transact its business as the same are now owned or leased and as
such business is transacted, and to execute and deliver this Agreement and,
subject to the required approvals of the Voting Policyholders and the
Department, and the other consents expressly contemplated hereby, to perform
its obligations hereunder and to consummate the transactions contemplated
hereby. The execution, delivery and performance by the Holding Company of its
obligations under this
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Agreement, and the consummation of the transactions contemplated hereby, have
been duly and validly authorized by all necessary action on the part of the
Holding Company. This Agreement has been duly and validly executed and
delivered by the Holding Company and constitutes the valid and binding
obligation of the Holding Company, enforceable against the Holding Company in
accordance with its terms.
3.2 No Violation of Applicable Laws or Agreements. The execution
and delivery of this Agreement do not, and the consummation of the transactions
contemplated by this Agreement and the compliance with the terms, conditions
and provisions of this Agreement by the Holding Company will not, (a) violate
or conflict with any provision of the certificate of incorporation or bylaws of
the Holding Company; (b) violate, conflict with or result in the breach or
termination of, or otherwise give any contracting party (which has not
consented to such execution, delivery and consummation) the right to change the
terms of, or to terminate or accelerate the maturity of, or constitute a
default under the terms of, any indenture, mortgage, loan or credit agreement
or any other material agreement or instrument to which the Holding Company is a
party or by which any of its assets may be bound or affected; (c) violate any
Applicable Law, other than any such conflicts, breaches, terminations,
accelerations, defaults or violations that would not, individually or in the
aggregate, have a material adverse effect on the Holding Company.
3.3 Capitalization and Ownership. The Holding Company's
authorized capital stock consists of (a) 20,000,000 shares of Common Stock, of
which 7 shares are currently issued and outstanding, and (b) 5,000,000 shares
of preferred stock, of which 1,646,000 shares have been designated as Series A
Preferred Stock, none of which are issued and outstanding prior to the issuance
of the Preferred Stock pursuant to this Agreement. The currently issued and
outstanding Common Stock is, and the Common Stock and Preferred Stock upon its
issuance pursuant to the Plan will be, duly authorized, validly issued, fully
paid and nonassessable. Except for the Subscription Rights that the Holding
Company will issue as described in Section 1.2(b) above, and except for 500,000
shares of Common Stock reserved in the aggregate for issuance upon exercise of
options granted under the Holding Company's 1996 Long-Term Incentive Plan and
45,000 shares of Common Stock reserved in the aggregate for issuance in
connection with the Summit Consulting, Inc. Retirement (401(k)) Plan, there do
not exist any outstanding options, warrants, rights, agreements, calls,
commitments or demands of any character relating to the capital stock of the
Holding Company or any securities convertible into or exchangeable for any of
such capital stock.
3.4 No Litigation. Except as described in writing to ESIF, there
are no suits, actions or legal or administrative proceedings pending, or to the
knowledge of the Holding Company, threatened, which challenge any of the
transactions contemplated hereby.
3.5 Investment Intent. The Holding Company is acquiring the
Shares for investment for its own account and not with a view to, or for offer
or sale in connection with, any public distribution thereof.
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ARTICLE 4
TRANSACTIONS PRIOR TO CLOSING
4.1 Operations in the Usual Manner. From and after the date
hereof and until the earlier of Closing or this Agreement is terminated in
accordance with its terms, except as otherwise provided herein, ESIF will:
(a) continue to conduct its business in the ordinary
course; and
(b) use all reasonable efforts to preserve its assets and
properties, to preserve good relations with its policyholders, and to
retain the services of its key employees, agents, consultants and
suppliers.
4.2 Antitrust Notification. The Holding Company and ESIF shall
each promptly file all notices and other documentation that may be required by
the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the
rules and regulations promulgated thereunder (the "HSR Act"), and each party
shall use all commercially reasonable efforts to obtain any approvals and
consents that may be required under the HSR Act.
4.3 Plan of Conversion and Recapitalization. The Trustees shall
take all actions required by the Department and otherwise use all commercially
reasonable efforts to cause the Department to approve the Plan. ESIF and the
Holding Company will deliver to the Eligible Policyholders a joint proxy
statement and prospectus (the "Prospectus"), pursuant to which the Eligible
Policyholders will be asked to vote on the Conversion and other matters set
forth in the Plan, as soon as practicable after the Plan is approved by the
Department and the Prospectus is approved by the Department and by the
Securities and Exchange Commission. In addition, pursuant to the Prospectus,
the Holding Company will issue and sell the Preferred Stock as described in the
Plan, and it will offer for sale its Common Stock pursuant to the Subscription
Offering and the Public Offering as described in the Plan.
4.4 Other Efforts to Close. In addition to other actions required
by the other covenants contained herein, each of the parties hereto agrees to
use all commercially reasonable efforts to take, or to cause to be taken, all
reasonable actions and to do, or to cause to be done, all reasonable things
necessary, proper or advisable under applicable laws to consummate the
transactions contemplated by this Agreement. None of the parties hereto will
take or permit to be taken any action that would be in breach of the terms or
provisions of this Agreement or that would cause any of the representations
contained herein to be or become untrue.
4.5 Expenses. If Closing occurs, each party shall bear its own
expenses, including, without limitation, the fees and expenses of its own
counsel, accountants, financial consultants and other advisers. If Closing
does not occur for any reason other than a breach hereof by the Holding
Company, all costs and expenses incurred by the
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Holding Company and ESIF in connection with this Agreement and the transactions
contemplated hereby, including, without limitation, the incorporation
activities of the Holding Company and the filings under the HSR Act, shall be
paid by ESIF.
4.6 Notification of Changes Affecting Representations or of
Failure to Observe Covenants. Each of the parties covenants and agrees to
advise the other promptly in writing prior to the Effective Date as to the
existence of any fact or condition known to it which would make its
representations and warranties incorrect or as to its failure to observe,
perform or comply with, in any material fashion, any covenant on its part
contained in this Agreement.
ARTICLE 5
CONDITIONS PRECEDENT
5.1 Conditions to the Obligations of ESIF. The obligations of
ESIF to proceed with the Closing under this Agreement are subject to the
fulfillment prior to or upon the Effective Date of the following conditions
(any one or more of which may be waived in whole or in part by ESIF at ESIF's
option):
(a) Bringdown of Representations and Warranties. The
representations and warranties of the Holding Company contained in
this Agreement shall be true and correct in all material respects on
and as of the Effective Date, with the same force and effect as though
such representations and warranties had been made on, as of and with
reference to such time, and ESIF shall have received a certificate to
such effect signed by an authorized officer of the Holding Company.
(b) Performance and Compliance. The Holding Company
shall have performed in all material respects all of the covenants and
complied with all of the provisions required by this Agreement to be
performed or complied with by it prior to or upon the Effective Date,
and ESIF shall have received a certificate to such effect signed by an
authorized officer of the Holding Company.
(c) HSR Act. The applicable waiting period under the HSR
Act (and any extension thereof) shall have expired or been terminated,
if a filing under the HSR Act is required by applicable law.
(d) Regulatory and Member Approval. The Florida
Department and the Voting Policyholders shall have approved the Plan
and all transactions contemplated thereby or in connection therewith,
and the Plan shall have become effective.
(e) No Litigation. No order of any court or
administrative agency shall be in effect which enjoins or prohibits
the transactions contemplated hereby, and there shall not have been
threatened, nor shall there be pending, any action or proceeding by or
before any governmental authority reasonably likely to enjoin or
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prohibit any of the transactions contemplated by this Agreement or
seeking significant monetary relief by reason of the consummation of
such transactions.
(f) Certified Copies of Resolutions. The Holding Company
shall have delivered to ESIF copies, certified by the duly qualified
and acting Secretary or Assistant Secretary of the Holding Company, of
resolutions adopted by the Board of Directors of the Holding Company
approving this Agreement and the consummation of the transactions
contemplated hereby.
(g) Catastrophic Events. There shall not have occurred
and be continuing: (i) any outbreak of war directly or indirectly
involving the United States, (ii) any banking moratorium or suspension
of payments in respect of banking in the United States, or (iii) any
general suspension of, or limitation on prices for, trading in
securities on the New York Stock Exchange.
5.2 Conditions to the Obligations of the Holding Company. The
obligations of the Holding Company to proceed with the Closing under this
Agreement are subject to the fulfillment prior to or upon the Effective Date of
the following conditions (any one or more of which may be waived in whole or in
part by the Holding Company at the Holding Company's option):
(a) Bringdown of Representations and Warranties. The
representations and warranties of ESIF contained in this Agreement
shall be true and correct in all material respects on and as of the
Effective Date, with the same force and effect as though such
representations and warranties had been made on, as of and with
reference to such time, and the Holding Company shall have received a
certificate to such effect signed by an authorized officer of ESIF.
(b) Performance and Compliance. ESIF shall have
performed in all material respects all of the covenants and complied
with all of the provisions required by this Agreement to be performed
or complied with by it prior to or upon the Effective Date, and the
Holding Company shall have received a certificate to such effect
signed by an authorized officer of ESIF.
(c) HSR Act. The applicable waiting period under the HSR
Act (and any extension thereof) shall have expired or been terminated,
if a filing under the HSR Act is required by applicable law.
(d) Regulatory and Member Approval. The Florida
Department and the Voting Policyholders shall have approved the Plan
and all transactions contemplated thereby or in connection therewith,
and the Plan shall have become effective.
(e) No Litigation. No order of any court or
administrative agency shall be in effect which enjoins or prohibits
the transactions contemplated hereby or
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which would limit or materially adversely affect the Holding Company's
ownership or control of the Stock Company or the business of the
Holding Company and its subsidiaries, and there shall not have been
threatened, nor shall there be pending, any action or proceeding by or
before any governmental authority (i) reasonably likely to enjoin or
prohibit any of the transactions contemplated by this Agreement or
seeking significant monetary relief by reason of the consummation of
such transactions or (ii) which might have a material adverse effect
on the future conduct of the business of the Holding Company and its
subsidiaries.
(f) Certified Copies of Resolutions. ESIF and the Stock
Company shall have delivered to the Holding Company copies, certified
by the duly qualified and acting Secretary or Assistant Secretary of
ESIF and the Stock Company, respectively, of resolutions adopted by
the Trustees of ESIF and the Board of Directors of the Stock Company
approving this Agreement and the consummation of the transactions
contemplated hereby.
(g) Catastrophic Events. There shall not have occurred
and be continuing: (i) any outbreak of war directly or indirectly
involving the United States, (ii) any banking moratorium or suspension
of payments in respect of banking in the United States, or (iii) any
general suspension of, or limitation on prices for, trading in
securities on the New York Stock Exchange.
ARTICLE 6
TERMINATION OF AGREEMENT
6.1 Termination. Notwithstanding any other provision of this
Agreement, this Agreement may be terminated, and the transactions contemplated
hereby may be abandoned, at any time prior to Closing as follows:
(a) by mutual consent of the Trustees of ESIF and the
Board of Directors of the Holding Company; or
(b) by either ESIF or the Holding Company if the Closing
shall not have occurred within one year from the date that the order
of the Department approving the Plan becomes effective; provided that
such period may be extended for up to an additional six months if
requested by the Trustees or for such longer period as the Department
may approve.
6.2 Effect of Termination. In the event of termination of this
Agreement by either ESIF or the Holding Company, as provided above, this
Agreement shall forthwith terminate and there shall be no liability on the part
of any party or any party's officers, directors or trustees, except for
liabilities arising from a breach of this Agreement prior to such termination;
provided, however, that the obligations of the Holding Company pursuant to
Article VII shall survive termination of this Agreement.
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ARTICLE 7
INDEMNIFICATION
7.1 Indemnification by the Holding Company. If the Closing
occurs, the Holding Company agrees to indemnify, to the extent permitted by
law, the present officers and Trustees of ESIF (the "Indemnified Persons")
against any and all losses, claims, liabilities, obligations, damages or
deficiencies (including reasonable attorneys' fees and all other expenses
incurred in investigating, preparing, defending or settling any litigation or
proceeding, commenced or threatened) (collectively "Damages") to which they, or
any of them, may become subject insofar as such Damages arise directly out of
this Agreement or the transactions contemplated herein or the solicitation of
proxies from Voting Policyholders; provided, however, that such indemnification
shall be effective only after all other sources of indemnification have been
exhausted without fully indemnifying the Indemnified Persons from any and all
such Damages; and provided, further, that such indemnification shall be subject
to the limitations set forth in the following paragraphs:
(a) In no case will the Holding Company indemnify against
any liability (other than any investigation, attorneys' fees, legal
and other expenses reasonably incurred in connection with any action,
suit or proceeding or any claim asserted) resulting from any final and
binding judgment of a court with jurisdiction of the matter and from
which no further appeal can be taken, determining that such persons
did not act in good faith and in a manner they reasonably believed to
be in the best interests of ESIF; or such persons had reasonable cause
to believe their conduct was unlawful; or such persons are liable for
intentional misconduct in the performance of their duties for ESIF.
(b) The Holding Company shall not provide any
indemnification pursuant to this Article 7 with respect to any action
of the Indemnified Persons occurring after the Closing; provided,
however, that such Indemnified Persons, to the extent they are
officers or directors of the Holding Company or any of its
subsidiaries after the Closing, may be entitled to indemnification
pursuant to and in accordance with the Holding Company's Bylaws.
(c) The rights of indemnification provided for herein
shall not cease by reason of the resignation from or other cessation
of service for ESIF by any Indemnified Person whether prior to or
after the Closing. The rights of indemnification provided for herein
shall inure to the benefit of the heirs and legal representatives of
the Indemnified Persons.
7.2 Indemnification Procedures. Any Indemnified Person who
proposes to assert the right to indemnification under this Article 7 shall,
promptly after receipt of a claim or a notice of commencement of any action,
suit or proceeding against such person in respect of which a claim is to be
made against the Holding Company under this Article 7, notify the Holding
Company of the claim or the commencement of such action, suit or proceeding,
enclosing a copy of all papers received by or served upon such person, but the
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failure to so notify the Holding Company shall not relieve the Holding Company
from its indemnification obligations hereunder except to the extent that the
Holding Company is prejudiced by such failure of notification. The Holding
Company shall be entitled to participate at its own expense in the defense of
any such claim, action, suit or proceeding (any "Action") or if it so elects
within a reasonable time after receipt of notice of any such Action, jointly
with any other indemnifying party, assume the defense thereof, with counsel
reasonably satisfactory to the Indemnified Person, and after notice from the
Holding Company to the Indemnified Person of its election to so assume the
defense thereof, the Holding Company shall not be liable to the Indemnified
Person for the fees and expenses of any additional legal counsel thereafter
retained by the Indemnified Person, except as provided below and except for the
reasonable costs of investigation subsequently incurred by the Indemnified
Person in connection with the defense thereof. In the event that the Holding
Company assumes the defense of any such Action, the Indemnified Person shall
have the right to employ its own counsel in any such Action, but the fees and
expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the employment of such additional counsel by such Indemnified Person
has been authorized in writing by the Holding Company, (ii) the Indemnified
Person shall have reasonably concluded that there may be a conflict of interest
between the Holding Company and the Indemnified Person in the conduct of the
defense of such Action (in which case the Holding Company shall not have the
right to direct the defense of such Action on behalf of the Indemnified
Person), or (iii) the Holding Company shall not in fact have employed counsel
to assume the defense of such Action, in each of which cases the fees and
expenses of counsel shall be at the expense of the Holding Company. The
Holding Company shall not be liable for any settlement of any Action effected
without its prior written consent.
ARTICLE 8
MISCELLANEOUS
8.1 Information and Confidentiality.
(a) Information. From the date hereof to the Effective
Date, ESIF agrees to furnish to the Holding Company and its authorized
representatives full access during normal business hours to the
properties, books, records and personnel of ESIF as the Holding
Company may from time to time reasonably request.
(b) Confidentiality. Each party shall hold in strict
confidence all documents and information furnished in connection with
consummation of the transactions contemplated hereby which are of a
confidential nature.
8.2 Nature and Survival of Representations. The representations,
warranties, covenants and agreements of the parties contained in this Agreement
shall survive the Closing and shall not merge in the performance of any
obligation by any party hereto.
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8.3 Amendment. This Agreement may not be amended or modified
without the prior written consent of both parties.
8.4 Waiver. Failure to insist upon strict compliance with any of
the terms or conditions of this Agreement at any one time shall not be deemed a
waiver of such term or condition at any other time; nor shall any waiver or
relinquishment of any right or power granted herein at any time be deemed a
waiver or relinquishment of the same or any other right or power at any other
time.
8.5 Governing Law. Notwithstanding the place where this Agreement
may be executed by any of the parties, the parties expressly agree that this
Agreement shall in all respects be governed by, and construed in accordance
with, the laws of the State of Florida, without regard for its conflict of laws
doctrine.
8.6 Notices. Any notice or other communication to be given
hereunder shall be in writing and shall be deemed sufficient when (i) mailed by
United States certified mail, return receipt requested, (ii) mailed by
overnight express mail, (iii) sent by facsimile or telecopy machine, followed
by confirmation mailed by first-class mail or overnight express mail, or (iv)
delivered in person, at the address set forth below, or such other address as a
party may provide to the other in accordance with the procedure for notices set
forth in this Section:
If to ESIF:
Employers Self Insurance Fund
0000 X-X Xxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxxx, Chairman
Telephone: 000-000-0000
Telecopy: 000-000-0000
If to the Holding Company:
Summit Holding Southeast, Inc.
0000 X-X Xxxx Xxxx
Xxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx X. Xxxx, President and CEO
Telephone: 000-000-0000
Telecopy: 000-000-0000
8.7 Invalid Provision. If any provision of this Agreement shall
be determined by any court of competent jurisdiction or the Department to be
invalid or unenforceable, this Agreement shall be deemed amended to delete such
provision and the remainder of this Agreement shall be enforceable by its
terms.
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8.8 Assignment. This Agreement may not be assigned or delegated
by any party without the prior written consent of all other parties, which
consent shall not be unreasonably withheld or delayed.
8.9 Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective permitted
successors and assigns.
8.10 Further Assurances. Each party agrees to execute and deliver
all such further instruments and do all such further acts as may be reasonably
necessary or appropriate to effectuate this Agreement.
8.11 Headings. Headings and captions contained in this Agreement
are inserted only as a matter of convenience and for reference and in no way
define, limit, extend or prescribe the scope of this Agreement or the intent of
any provision.
8.12 Person and Gender. The masculine gender shall include the
feminine and neuter genders and the singular shall include the plural.
8.13 Entire Agreement. This Agreement constitutes the entire
agreement of the parties with respect to matters set forth in this Agreement
and supersedes any prior understanding or agreement, oral or written, with
respect to such matters.
8.14 No Third-Party Beneficiaries. This Agreement is for the sole
benefit of the parties hereto and nothing herein expressed or implied shall
give or be construed to give to any Person, other than the parties hereto, any
legal or equitable rights hereunder.
8.15 Effect of Conversion. Upon the effectiveness of the
Conversion, all the representations, warranties, covenants, undertakings and
other commitments of ESIF contained herein shall be deemed to be
representations, warranties, covenants, undertakings and commitments of the
Stock Company, to the same extent as if made by the Stock Company.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
EMPLOYERS SELF INSURERS FUND
Witness:
By:
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Xxxx X. Xxxxxx
Chairman, Board of Trustees
SUMMIT HOLDING SOUTHEAST, INC.
Attest:
By:
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Secretary Xxxxxxx X. Xxxx
President and Chief Executive Officer
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