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- Alternative Formats (Word, et al.)
- (a) Accuracy of Representations and Warranties
- (a) Corporate Organization and Qualification
- Additional Voting Rights
- Agreement
- AIG's DESIGNEES FOR SERIES A PREFERRED STOCK DIRECTORS
- Alternatives to the Investment Agreement Proposal
- Amendment of the Bank Credit Agreement
- Anti-Takeover Effect
- Approval of the Investment Agreement Proposal
- Approval of the Transfer Restrictions Proposal
- (a) Termination Period
- Authority for and Purpose of Indemnification Agreements
- Available for Sale
- Available Information
- Background to and Reasons for the Transaction
- (b) Authorized Capital
- (b) Corporate Authority
- (b) Effect of Termination
- (b) Performance
- (c) Absence of Order
- Capitalization
- (c) Consents; No Violations
- Certain Covenants
- Certain Matters Related to the Investment Agreement Proposal
- Certain Representations and Warranties
- Certain Tax Considerations
- Common Stock Ownership of Certain Beneficial Owners and Management
- Company's NOLs and Section 382, The
- Competing Acquisition Proposals
- Conditions Precedent
- Continued Risk of Ownership Change
- Costs of Solicitation of Proxies
- (c) Series A Preferred Shares and Warrants
- (d) Corporate Authority
- Description and Effect of the Proposed Transfer Restrictions
- Description of Series A Preferred Stock
- Description of the Proposed Amendment
- Description of the Proposed Transfer Restrictions
- Description of the Series A Warrants
- (d) Funds
- Diminished Ability to Sell the Company
- Dissenters' Rights and Preemptive Rights
- (d) No Legal Action
- Effect of the Transaction
- Effect on Capital and Earnings Available for Common Shareholders
- (e) Insurance, Licenses, Permits and Filings
- (e) Investment
- Enforceability of the Transfer Restrictions
- (e) Stockholders' Approval
- Exercise of the Option
- Expenses of the Transaction
- Extra Contractual Obligations
- (f) Actions and Proceedings
- (f) Department Approval
- Financial Condition
- Fixed maturities -- held for investment
- (f) Non-Insurance Licenses and Permits
- (g) Company Reports; Financial Statements; Statutory Statements
- (g) HSR Act
- (h) Consents; No Violations
- (h) Lenders' Consent
- Home Office Lease
- (i) Insurance Contracts and Rates
- Impact of Northridge Earthquake
- Impact of the Transaction on the Company and Existing Shareholders; Certain Considerations
- Impact on Voting and Other Rights of Shareholders; Impact on Future Share Issuances
- Indemnification
- Indemnification and Advancement of Expenses and Limitation of Director Liability Currently Authorized by the Company
- Indemnitee
- Independent Auditors
- Index to Consolidated Financial Statements
- Industry Overview and Company Strategy
- Introduction
- Investment Agreement, The
- Investment Income
- (i) Other Required Consents
- Issuance and Sale of Preferred Stock and Series A Warrants
- (j) Effectiveness of Consents
- Joint Venture Agreement
- Joint Venture Arrangements
- (j) Other Required Consents
- (j) Reinsurance
- (k) Effectiveness of Consents
- (k) Loss Reserves; Solvency
- (k) Opinion of Counsel
- (l) Compliance Certificate
- Liquidity and Capital Resources
- (l) Opinion of Counsel
- (l) Title to Properties
- Management's Discussion and Analysis of Financial Condition and Results of Operations
- (m) Intangible Property and Computer Software
- (m) Material Change in the Law
- (n) Absence of Undisclosed Liabilities
- (n) Auditor Letter
- Negotiations Regarding a Capital Infusion
- Nine Months Ended September 30, 1994 Compared to Nine Months Ended September 30, 1993
- Notes to Consolidated Financial Statements
- (o) Absence of Certain Changes
- (o) Opinion of Actuary
- Operations Excluding the Effect of the Northridge Earthquake and Proposition 103 Rollback
- Opinion of Financial Advisor
- Other Business
- (p) Litigation and Liabilities; Compliance with Laws
- Policy Acquisition and General Operating Expenses
- (p) Other Certificates
- Principal Terms of the Indemnification Agreements
- Proposal 1 Approval of the Investment Agreement Proposal
- Proposal 2 Approval of the Increased Authorized Capital Proposal
- Proposal 3 Approval of the Transfer Restrictions Proposal
- Proposal 4 Approval of the Indemnification Agreements Proposal
- Proposed Capital Transaction
- Provision for Adverse Northridge Earthquake Developments
- Provision for Unforeseen Losses from the Northridge Earthquake
- Proxy Statement
- Purchase Form
- Purpose and Effect of the Proposed Amendment
- Purpose of the Proposed Amendment
- (q) Environmental Matters
- (q) No Material Adverse Effect
- Quota Share Reinsurance
- Quota Share Reinsurance Arrangements
- (r) Company Stock Ownership
- Reasons for the Transaction
- Reasons For the Transaction; Board of Directors Recommendations
- Registration Rights
- Registration Rights Agreement
- Regulatory Filings and Approvals
- Regulatory Proposals
- (r) Employee Benefits
- Report of Independent Auditors
- Restrictions on Additional Issuances of Capital Stock
- Retained earnings
- Revocability of Proxies
- Rights and Authorizations Provided Under California Law
- Schedule I
- Section 10.1 Conditions to the Obligations of the Company
- Section 11.10 Specific Performance
- Section 11.11 Captions
- Section 11.12 Counterparts
- Section 11.13 Notices
- Section 11.1 Termination
- Section 11.2 Successors and Assigns; No Third Party Beneficiaries
- Section 11.3 Survival of Representations and Warranties
- Section 11.4 Entire Agreement
- Section 11.5 Modification or Amendment
- Section 11.6 Waiver
- Section 11.7 Governing Law
- Section 11.9 Severability
- Section 1.1 Sale and Purchase
- Section 1.2 The Closing
- Section 2.1 Representations and Warranties of the Company
- Section 3.1 Representations and Warranties of the Investor
- Section 4.1 Use of Proceeds
- Section 4.2 Excess Loss Amount
- Section 4.3 Investor Contribution and Additional Shares; Adjustment to Series A Warrants Exercise Price
- Section 5.1 Quota Share Agreement
- Section 5.2 Joint Venture Agreement
- Section 6.1 Standstill Agreement
- Section 6.2 Transfers; Registration Rights
- Section 7.1 Indemnification
- Section 8.1 Interim Operations of the Company and Conduct of Business
- Section 8.2 Acquisition Proposals
- Section 8.3 Company Stockholder Action
- Section 8.4 Filings; Other Action
- Section 8.5 Notification of Certain Matters
- Section 8.6 Publicity
- Section 8.7 Access
- Section 8.8 Reservation of Shares
- Section 8.9 Satisfactory Financing Plan
- Section 9.1 Conditions to the Obligations of the Investor
- Selected Consolidated Financial Data
- Series A Warrants
- Shareholder Proposals for 1995 Annual Meeting
- Source of Funds; Information Concerning AIG
- Standstill Provisions
- (s) Taxes
- Stock Option Agreement, The
- Substantial Equity Ownership on Conversion/Exercise
- Summary Description of Matters to Be Considered
- Summary of Investments Other than Investments in Related Parties
- Table of Contents
- Termination
- The Company's NOLs and Section 382
- The Investment Agreement
- The Stock Option Agreement
- (t) Insurance
- Transferability of the Series A Preferred Stock and Series A Warrants
- Transfer Restrictions
- (u) Financial Advisors and Brokers
- Underwriting Results
- Use of Proceeds
- (v) No Material Misstatement
- Vote Required for Approval of the Increased Authorized Capital Proposal
- Vote Required for Approval of the Indemnification Agreements Proposal
- Vote Required for Approval of the Investment Agreement Proposal
- Vote Required for Approval of the Transfer Restrictions Proposal
- Voting Agreement
- Voting Securities and Voting Rights; Record Date
- (w) Labor Matters
- (x) Contracts
- Years Ended December 31, 1993, December 31, 1992 and December 31, 1991
- (y) Investment Company
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1 | 1st Page - Filing Submission
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8 | Table of Contents
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11 | Proxy Statement
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" | Introduction
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" | Summary Description of Matters to Be Considered
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" | The Investment Agreement
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14 | Reasons for the Transaction
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16 | Other Business
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17 | Revocability of Proxies
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" | Costs of Solicitation of Proxies
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" | Voting Securities and Voting Rights; Record Date
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18 | Available Information
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19 | Common Stock Ownership of Certain Beneficial Owners and Management
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21 | Capitalization
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22 | Proposal 1 Approval of the Investment Agreement Proposal
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" | Approval of the Investment Agreement Proposal
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" | Background to and Reasons for the Transaction
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" | Financial Condition
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24 | Negotiations Regarding a Capital Infusion
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27 | Reasons For the Transaction; Board of Directors Recommendations
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29 | Opinion of Financial Advisor
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32 | Use of Proceeds
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" | Dissenters' Rights and Preemptive Rights
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" | Impact of the Transaction on the Company and Existing Shareholders; Certain Considerations
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" | Impact on Voting and Other Rights of Shareholders; Impact on Future Share Issuances
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33 | Substantial Equity Ownership on Conversion/Exercise
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34 | Diminished Ability to Sell the Company
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35 | Certain Tax Considerations
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36 | Quota Share Reinsurance
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" | Joint Venture Arrangements
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37 | Provision for Unforeseen Losses from the Northridge Earthquake
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" | Effect on Capital and Earnings Available for Common Shareholders
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38 | Alternatives to the Investment Agreement Proposal
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" | Issuance and Sale of Preferred Stock and Series A Warrants
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" | Description of Series A Preferred Stock
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39 | Additional Voting Rights
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40 | Description of the Series A Warrants
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41 | Quota Share Reinsurance Arrangements
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" | Provision for Adverse Northridge Earthquake Developments
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42 | Restrictions on Additional Issuances of Capital Stock
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" | Standstill Provisions
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44 | Competing Acquisition Proposals
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" | Certain Covenants
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45 | Conditions Precedent
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46 | Regulatory Filings and Approvals
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47 | Transferability of the Series A Preferred Stock and Series A Warrants
|
" | Joint Venture Agreement
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" | Certain Representations and Warranties
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48 | Termination
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" | Indemnification
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49 | Expenses of the Transaction
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" | Registration Rights
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" | Voting Agreement
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50 | Source of Funds; Information Concerning AIG
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" | AIG's DESIGNEES FOR SERIES A PREFERRED STOCK DIRECTORS
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51 | Vote Required for Approval of the Investment Agreement Proposal
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" | Certain Matters Related to the Investment Agreement Proposal
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" | Amendment of the Bank Credit Agreement
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52 | The Stock Option Agreement
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53 | Exercise of the Option
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56 | Proposal 2 Approval of the Increased Authorized Capital Proposal
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" | Description of the Proposed Amendment
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" | Purpose and Effect of the Proposed Amendment
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" | Vote Required for Approval of the Increased Authorized Capital Proposal
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58 | Proposal 3 Approval of the Transfer Restrictions Proposal
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" | Approval of the Transfer Restrictions Proposal
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" | Purpose of the Proposed Amendment
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" | The Company's NOLs and Section 382
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" | Effect of the Transaction
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59 | Description and Effect of the Proposed Transfer Restrictions
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60 | Description of the Proposed Transfer Restrictions
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62 | Continued Risk of Ownership Change
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63 | Enforceability of the Transfer Restrictions
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64 | Anti-Takeover Effect
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" | Vote Required for Approval of the Transfer Restrictions Proposal
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65 | Proposal 4 Approval of the Indemnification Agreements Proposal
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66 | Authority for and Purpose of Indemnification Agreements
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" | Rights and Authorizations Provided Under California Law
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67 | Indemnification and Advancement of Expenses and Limitation of Director Liability Currently Authorized by the Company
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68 | Principal Terms of the Indemnification Agreements
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70 | Vote Required for Approval of the Indemnification Agreements Proposal
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71 | Selected Consolidated Financial Data
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72 | Management's Discussion and Analysis of Financial Condition and Results of Operations
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74 | Proposed Capital Transaction
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75 | Impact of Northridge Earthquake
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76 | Operations Excluding the Effect of the Northridge Earthquake and Proposition 103 Rollback
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" | Nine Months Ended September 30, 1994 Compared to Nine Months Ended September 30, 1993
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77 | Years Ended December 31, 1993, December 31, 1992 and December 31, 1991
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" | Industry Overview and Company Strategy
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78 | Underwriting Results
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80 | Policy Acquisition and General Operating Expenses
|
" | Investment Income
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" | Liquidity and Capital Resources
|
81 | Regulatory Proposals
|
" | Home Office Lease
|
" | Independent Auditors
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" | Shareholder Proposals for 1995 Annual Meeting
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83 | Index to Consolidated Financial Statements
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84 | Report of Independent Auditors
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89 | Notes to Consolidated Financial Statements
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92 | Available for Sale
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99 | Retained earnings
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118 | Schedule I
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" | Summary of Investments Other than Investments in Related Parties
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" | Fixed maturities -- held for investment
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124 | Section 11.1 Termination
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128 | Section 1.1 Sale and Purchase
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129 | Section 1.2 The Closing
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" | Section 2.1 Representations and Warranties of the Company
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" | (a) Corporate Organization and Qualification
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" | (b) Authorized Capital
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130 | (c) Series A Preferred Shares and Warrants
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" | (d) Corporate Authority
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" | (e) Insurance, Licenses, Permits and Filings
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131 | (f) Non-Insurance Licenses and Permits
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" | (g) Company Reports; Financial Statements; Statutory Statements
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132 | (h) Consents; No Violations
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133 | (i) Insurance Contracts and Rates
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" | (j) Reinsurance
|
" | (k) Loss Reserves; Solvency
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134 | (l) Title to Properties
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" | (m) Intangible Property and Computer Software
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" | (n) Absence of Undisclosed Liabilities
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" | (o) Absence of Certain Changes
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" | (p) Litigation and Liabilities; Compliance with Laws
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135 | (q) Environmental Matters
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" | (r) Employee Benefits
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137 | (s) Taxes
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" | (t) Insurance
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" | (u) Financial Advisors and Brokers
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" | (v) No Material Misstatement
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" | (w) Labor Matters
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138 | (x) Contracts
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" | (y) Investment Company
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" | Section 3.1 Representations and Warranties of the Investor
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" | (b) Corporate Authority
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" | (c) Consents; No Violations
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139 | (d) Funds
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" | (e) Investment
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" | (f) Actions and Proceedings
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" | Section 4.1 Use of Proceeds
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" | Section 4.2 Excess Loss Amount
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" | Section 4.3 Investor Contribution and Additional Shares; Adjustment to Series A Warrants Exercise Price
|
140 | Section 5.1 Quota Share Agreement
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" | Section 5.2 Joint Venture Agreement
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141 | Section 6.1 Standstill Agreement
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142 | Section 6.2 Transfers; Registration Rights
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143 | Section 7.1 Indemnification
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144 | Section 8.1 Interim Operations of the Company and Conduct of Business
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145 | Section 8.2 Acquisition Proposals
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" | Section 8.3 Company Stockholder Action
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146 | Section 8.4 Filings; Other Action
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147 | Section 8.5 Notification of Certain Matters
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" | Section 8.6 Publicity
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148 | Section 8.7 Access
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" | Section 8.8 Reservation of Shares
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" | Section 8.9 Satisfactory Financing Plan
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" | Section 9.1 Conditions to the Obligations of the Investor
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" | (a) Accuracy of Representations and Warranties
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149 | (b) Performance
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" | (c) Absence of Order
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" | (d) No Legal Action
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" | (e) Stockholders' Approval
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" | (f) Department Approval
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" | (g) HSR Act
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" | (h) Lenders' Consent
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" | (j) Other Required Consents
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" | (k) Effectiveness of Consents
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150 | (l) Opinion of Counsel
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" | (m) Material Change in the Law
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" | (n) Auditor Letter
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" | (o) Opinion of Actuary
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" | (p) Other Certificates
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" | (q) No Material Adverse Effect
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" | (r) Company Stock Ownership
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" | Section 10.1 Conditions to the Obligations of the Company
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151 | (i) Other Required Consents
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" | (j) Effectiveness of Consents
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" | (k) Opinion of Counsel
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" | (l) Compliance Certificate
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" | (a) Termination Period
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152 | (b) Effect of Termination
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" | Section 11.2 Successors and Assigns; No Third Party Beneficiaries
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" | Section 11.3 Survival of Representations and Warranties
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153 | Section 11.4 Entire Agreement
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" | Section 11.5 Modification or Amendment
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" | Section 11.6 Waiver
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" | Section 11.7 Governing Law
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" | Section 11.9 Severability
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" | Section 11.10 Specific Performance
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" | Section 11.11 Captions
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154 | Section 11.12 Counterparts
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" | Section 11.13 Notices
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159 | Extra Contractual Obligations
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165 | Registration Rights Agreement
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184 | Transfer Restrictions
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199 | Series A Warrants
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207 | Purchase Form
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217 | Agreement
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221 | Indemnitee
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