Common use of Conditions to the Obligations of the Company and Merger Sub Clause in Contracts

Conditions to the Obligations of the Company and Merger Sub. The respective obligations of the Company and Merger Sub to consummate the Merger are subject to the satisfaction of, or, to the extent permitted by applicable law, the waiver by the Company on or prior to the Effective Time of each of, the following conditions: (a) this Agreement shall have been adopted by the affirmative vote of the holders of a majority of the Common Stock and the Class B Common Stock, voting together as a single class; (b) the Company and Unitrin shall have received a supplemental ruling (the “Supplemental Ruling”) from the Internal Revenue Service (“IRS”), providing that, among other things, the Merger (i) will not adversely impact any of the rulings issued by the IRS with respect to the Distribution and (ii) will not prevent any of such rulings from having full force and effect, and the Company shall have complied with all provisions set forth in the Supplemental Ruling that are required to be complied with prior to the Merger; (c) no laws shall have been adopted or promulgated, and no temporary restraining order, preliminary or permanent injunction or other order issued by a court or other Federal, state, local or foreign government, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity”) of competent jurisdiction shall be in effect having the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger and no proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Merger shall have been instituted by any or before any court, arbitrator or governmental body, agency or official and be pending which would cause the Board of Directors of the Company to determine that the consummation of the Merger is no longer advisable; (d) the New Common Stock to be issued pursuant to this Agreement and upon exercise of Options shall have been approved for listing on the New York Stock Exchange, subject to official notice of issuance; and (e) all (i) actions by or in respect of or filings with, and (ii) material licenses, permits, consents, approvals, authorizations, qualifications and orders of, any Governmental Entity or third party required to permit the consummation of the transactions contemplated by this Agreement shall have been obtained, other than those that would not reasonably be expected to have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.

Conditions to the Obligations of the Company and Merger Sub. The respective obligations of the Company and Merger Sub to consummate the Merger Closing are subject to the satisfaction of, or, to the extent permitted by applicable law, the (or waiver by the Company on Company), at or prior to before the Effective Time Closing Date, of each of, the following conditions: (a) The representations and warranties made by Two Trees in this Agreement shall have been adopted by true and correct when made and shall be true and correct in all material respects (other than representations and warranties which are qualified as to materiality and the affirmative vote representations and warranties in Section 3.07 and Section 3.08, which shall each be true and correct in all respects) at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the holders of a majority of the Common Stock and the Class B Common StockClosing Date, voting together as a single class;except for changes therein permitted by this Agreement. (b) the Company and Unitrin Two Trees shall have received a supplemental ruling (the “Supplemental Ruling”) from the Internal Revenue Service (“IRS”), providing that, among other things, the Merger (i) will not adversely impact any of the rulings issued by the IRS with respect to the Distribution and (ii) will not prevent any of such rulings from having full force and effect, and the Company shall have performed or complied with all provisions set forth covenants and conditions required by this Agreement to be performed or complied with by Two Trees prior to or at the Closing. (c) Two Trees shall have provided to the Company audited financial statements for Two Trees and related auditor reports thereon from a Public Company Accounting Oversight Board-registered auditor, which the Parties acknowledge and agree shall be the same auditor engaged by the Company, which consents to the inclusion of its statements in SEC public filings, for each of the Supplemental Ruling that two most recently ended fiscal years and any other period audited or unaudited but reviewed financials are required to be complied with prior included in the SEC Reports following the Closing pursuant to the Merger; (c) no laws shall have been adopted or promulgatedapplicable Law, and no temporary restraining order, preliminary or permanent injunction or unaudited statements for any other order issued by a court or other Federal, state, local or foreign government, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority (a “Governmental Entity”) of competent jurisdiction shall be in effect having the effect of making the Merger illegal or otherwise prohibiting consummation of the Merger and no proceeding challenging this Agreement or the transactions contemplated hereby or seeking to prohibit, alter, prevent or materially delay the Merger shall have been instituted by any or before any court, arbitrator or governmental body, agency or official and be pending which would cause the Board of Directors of the Company to determine that the consummation of the Merger is no longer advisable;required interim periods. (d) The holders of no more than 5% of the New Common outstanding shares of Two Trees Stock to be issued pursuant to this Agreement and upon exercise of Options shall have been approved for listing on exercised or shall continue to have a claim to demand or exercise appraisal, dissenters’ or similar rights under applicable Law with respect to such equity securities of Two Trees by virtue of the New York Stock Exchange, subject to official notice of issuance; andMerger. (e) all (i) actions by or in respect of or filings with, and (ii) material licenses, permits, consents, approvals, authorizations, qualifications and orders of, any Governmental Entity or third party required to permit the consummation The Company shall have received confirmation from each of the transactions contemplated by this Agreement Two Trees Stockholders that such Two Trees Stockholder is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D or shall have been obtaineddetermined, other than those in the Company’s sole discretion, that would not reasonably be expected there is an alternate exemption for the issuance of the Merger Consideration to the Two Trees Stockholders without registration thereof under the Securities Act. (f) The Company shall have a material adverse effect on the Company or completed its ability due diligence review and examination of Two Trees to consummate the transactions contemplated by this Agreementits satisfaction in its sole discretion.