UNITRIN Clause Samples

UNITRIN hereby represents and warrants to C-W as follows:
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UNITRIN agrees to be present, and agrees to cause Merger Sub, as applicable, to be present, in person or by proxy at each and every stockholders meeting of C-W at which the Recapitalization and the Governance Amendments are submitted to the stockholders of C-W for consideration at such meeting, and to vote, or cause to be voted, all shares of Common Stock owned directly or indirectly by it and its Subsidiaries in favor of the Recapitalization and each of the Governance Amendments and similarly to execute any written consent submitted by stockholders of C-W in favor of the Recapitalization and each of the Governance Amendments; provided that the Governance Amendments are to become effective solely upon the effectiveness of the Merger.
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UNITRIN. INC. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Chicago, Illinois 60601 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer with a copy to: UNITRIN, INC. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Chicago, Illinois 60601 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: General Counsel and with a copy to: Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois) ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Suite 2100 Chicago, Illinois 60601 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq. To Merger Sub: CW DISPOSITION COMPANY c/o UNITRIN, INC. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Chicago, Illinois 60601 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: Chief Financial Officer with a copy to: Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (Illinois) ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Suite 2100 Chicago, Illinois 60606 Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇ ▇. ▇▇▇▇, Esq. To the Company: ▇▇▇▇▇▇▇-▇▇▇▇▇▇ CORPORATION ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: General Counsel with a copy to: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Attn: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
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UNITRIN. INC. One East Wacker Drive Chicago, Illinois 60601 Fax: (312) 661-4690 Att▇: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with a copy to: UNITR▇▇, ▇▇▇. ▇▇▇ ▇ast Wacker Drive Chicago, Illinois 60601 Fax: (312) 661-4941 Att▇: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and with a copy to: Skadden, ▇▇▇▇, ▇▇▇▇▇, ▇eagher & Flom (Illinois) 333 West Wacker Drive Suite 2100 Chicago, I▇▇▇▇▇▇▇ 60▇▇▇ Fax: (312) 4▇▇-▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇ W. Duwe, Esq. To Merger Sub: CW DISPOSI▇▇▇▇ ▇▇▇▇▇▇▇ ▇/o UNITR▇▇, ▇▇▇. ▇▇▇ East Wacker Drive Chicago, Illinois 60601 Fax: (312) 661-4690 Att▇: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ with a copy to: Skadde▇, ▇▇▇▇, ▇▇▇▇▇, Meagher & Flom (Illinois) 333 West Wacker Drive Suite 2100 Chicago, I▇▇▇▇▇▇▇ 60▇▇▇ Fax: (312) 4▇▇-▇▇▇▇ ▇▇▇▇: ▇▇▇▇▇ ▇. Duwe, Esq. To the Company: CURTISS-WR▇▇▇▇ ▇▇▇▇▇▇▇▇▇ON 1200 ▇▇▇▇ ▇▇▇▇▇▇ West Lyndhurst, New Jerse▇ ▇▇▇▇▇ ▇▇▇: (201) 896-4021 ▇▇▇▇: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇ ▇▇▇▇ ▇▇: ▇▇▇▇▇▇▇ Thache▇ & ▇▇▇▇▇▇▇▇ ▇25 Lexington Avenue New York, New York 10▇▇▇ ▇▇▇: (▇▇▇) 455-▇▇▇▇ ▇▇t▇: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇.
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UNITRIN and C-W shall take all such action as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable laws under any foreign jurisdiction) in connection with the Distribution and the other transactions contemplated hereby and by the Recapitalization Agreement.
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UNITRIN shall prepare and mail, at such time as determined by UNITRIN, to the holders of UNITRIN Common Stock, such information concerning C-W, its business, operations and management, the Distribution and the tax consequences thereof and such other matters as UNITRIN shall reasonably determine or as may be required by law. UNITRIN shall give C-W and its counsel reasonably appropriate advance opportunity to review and comment upon such documents and shall consider in good faith any comments C-W timely delivers to UNITRIN with respect to such information. C-W agrees to cooperate with UNITRIN in the preparation of, and provide any information reasonably requested by UNITRIN for inclusion in, such mailing. C-W represents that all information provided to UNITRIN for such mailing shall be true and correct in all material respects. UNITRIN and C-W will prepare, and C-W will, to the extent required under applicable law, file with the Commission any such documentation, including any no action letters or other requests for interpretive or regulatory assistance, if any, which UNITRIN reasonably determines are necessary or desirable to effectuate the Distribution and the other transactions contemplated hereby and by the Recapitalization Agreement, and UNITRIN and C-W shall each use all reasonable efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.
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