Common use of Preparation and Mailing of Proxy Statement Clause in Contracts

Preparation and Mailing of Proxy Statement. (a) If the Company Stockholder Approval is required by applicable Law, the Company shall, as promptly as reasonably practicable after the Acceptance Time, prepare and file with the SEC proxy materials that shall constitute the proxy statement relating to the matters to be submitted to the stockholders of the Company at the Company Stockholders Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”). The Proxy Statement shall comply as to form in all material respects with applicable U.S. federal securities Laws. The Company shall provide Parent with a reasonable opportunity to review and comment on the Proxy Statement prior to the initial filing with the SEC. The Company will use commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. (b) The Company shall, as promptly as practicable after receipt thereof, provide Parent copies of any written comments and advise Parent of any oral comments, with respect to the Proxy Statement received from the SEC. The Company shall provide Parent with a reasonable opportunity to review and comment on any amendment or supplement the Proxy Statement and any communications prior to filing such with the SEC and will promptly provide Parent with a copy of all such filings and communications made with the SEC. (c) If at any time prior to the Effective Time, (i) any event or change occurs with respect to the Parties or any of their respective Affiliates, officers or directors, which should be set forth in an amendment of, or a supplement to, the Proxy Statement or (ii) any information relating to the Parties, or any of their respective Affiliates, officers or directors, should be discovered by any of the Parties which should be set forth in an amendment or a supplement to the Proxy Statement so that Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall file as promptly as practicable with the SEC an amendment of, or a supplement to, the Proxy Statement and, as required by Law, disseminate the information contained in such amendment or supplement to the stockholders of the Company.

Preparation and Mailing of Proxy Statement. (a) If As promptly as practicable following the Company Stockholder Approval is date of this Agreement (and in any event within 20 Business Days of the date hereof, subject to receipt of Parent’s information required by applicable Lawfor the Proxy Statement and comments to the Proxy Statement and filing approval on a timely basis), the Company shall, as promptly as reasonably practicable after the Acceptance Time, will prepare and file with the SEC proxy materials that shall constitute the proxy statement relating to the matters to be submitted to the stockholders of the Company at the Company Stockholders Meeting (such proxy statement, and any amendments or supplements thereto, the “preliminary Proxy Statement”). The Proxy Statement shall will comply as to form in all material respects with the applicable U.S. federal securities Lawsprovisions of the Exchange Act. Parent will furnish to the Company the information relating to it and Merger Sub required by the Exchange Act. The Company shall agrees as to itself and the Company Subsidiaries that none of the information supplied by it or its Affiliates for the inclusion or incorporation by reference in the Proxy Statement will, when filed with the SEC, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. Parent agrees as to itself and Merger Sub that none of the information supplied by it or its Affiliates for the inclusion or incorporation by reference in the Proxy Statement will, when filed with the SEC, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) The Company (i) will provide Parent with a reasonable opportunity to review and comment on the Proxy Statement prior to the initial filing with the SEC. The Company will use commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. (b) The Company shall, as promptly as practicable after receipt thereof, provide Parent copies of any written comments and advise Parent of any oral comments, with respect to the Proxy Statement received from the SEC. The Company shall provide Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement and any related communications (including any responses to any comments of the SEC) prior to filing such documents and communications with the staff of the SEC, (ii) will give due consideration to all comments to such documents and communications reasonably proposed by Parent, (iii) will not file such documents or communication with the SEC prior to receiving approval of Parent (which approval will not be unreasonably withheld, conditioned or delayed) and (iv) will promptly provide Parent with a copy of all such filings and communications made with the SEC. The Company will, as promptly as practicable after receipt thereof, provide Parent with copies of any written comments and advise Parent of any oral comments or requests with respect to the Proxy Statement received from the staff of the SEC. The Company and its Representatives will not participate in any material or substantive meeting or conference (including by telephone) with the SEC unless the Company consults with Parent in advance, and to the extent not restricted by the SEC, will allow Parent and its Representatives to participate in any such discussions. (c) If at any time prior The Company will use its reasonable best efforts to the Effective Time, (i) any event or change occurs with respect to the Parties or any of their respective Affiliates, officers or directors, which should be set forth in an amendment of, or a supplement to, have the Proxy Statement or (ii) any information relating to cleared by the Parties, or any of their respective Affiliates, officers or directors, should be discovered by any of the Parties which should be set forth in an amendment or a supplement to the Proxy Statement so that Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall file SEC as promptly as practicable after filing and will cause the definitive Proxy Statement to be filed with the SEC an amendment ofSEC, or a supplement to, with copies furnished to Nasdaq and mailed to its stockholders at the Proxy Statement and, as required by Law, disseminate the information contained in such amendment or supplement to the stockholders earliest practicable time after expiration of the Company.applicable SEC review period. The Company will take all actions required to be taken under any applicable state securities Laws in connection with the Merger and (i) each Party will furnish all information concerning itself and

Preparation and Mailing of Proxy Statement. (a) If the Company Stockholder Approval is required by applicable Law, the Company shall, as As promptly as reasonably practicable after following the Acceptance Timedate of this Agreement, Symetra will prepare and file the Proxy Statement with the SEC proxy materials that shall constitute the proxy statement relating to the matters to be submitted to the stockholders of the Company at the Company Stockholders Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”)SEC. The Proxy Statement shall will comply as to form in all material respects with the applicable U.S. federal securities Laws. The Company shall provisions of the Exchange Act. (b) Symetra (i) will provide Parent Sumitomo with a reasonable opportunity to review and comment on the Proxy Statement prior to the initial filing with the SEC. The Company will use commercially reasonable efforts to cause the Proxy Statement (such comments to be mailed to the Company’s stockholders provided as promptly as practicable after the Proxy Statement is cleared by the SEC. (breasonably practicable) The Company shall, as promptly as practicable after receipt thereof, provide Parent copies of any written comments and advise Parent of any oral comments, with respect to the Proxy Statement received from the SEC. The Company shall provide Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement and any related communications (including any responses to any comments of the SEC) prior to filing such documents or communications with the SEC, (ii) will not file such document or communication with the SEC prior to receiving the approval of Sumitomo (which will not be unreasonably withheld, delayed or conditioned) and (iii) will promptly provide Parent Sumitomo with a copy of all such filings and communications made with the SEC. Symetra will, as promptly as reasonably practicable after receipt thereof, provide Sumitomo with copies of any written comments and advise Sumitomo of any oral comments with respect to the Proxy Statement received from the staff of the SEC. (c) Symetra will cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the date the SEC staff advises that it has no further comments thereon or that Symetra may commence mailing the Proxy Statement. Each of Symetra and Sumitomo will take all actions reasonably required to be taken under any applicable state securities Laws in connection with the Merger and will furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with any such action. (d) If at any time prior to the Effective Time, (i) any event or change occurs with respect to the Parties or any of their respective Affiliates, officers or directors, which should be set forth in an amendment of, or a supplement to, the Proxy Statement or (ii) Time any information relating to the Parties, or any of their respective Affiliates, officers directors or directorsofficers, should be is discovered by any of the Parties which should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall Parties will file as promptly as practicable with the SEC an a mutually acceptable (as reasonably determined by the Parties) amendment of, or a supplement to, the Proxy Statement and, as required by Law, disseminate the information contained in such amendment or supplement to the stockholders of the CompanySymetra.

Preparation and Mailing of Proxy Statement. (a) If As promptly as practicable following the Company Stockholder Approval is required by applicable Lawdate of this Agreement, the Company shall, as promptly as reasonably practicable after the Acceptance Time, will prepare and file with the SEC preliminary proxy materials that shall constitute the proxy statement relating to the matters to be submitted to the stockholders of the Company at the Company Stockholders Meeting (such proxy statement, statement and any amendments or supplements thereto, the “Proxy Statement”). The Proxy Statement shall will comply as to form in all material respects with the applicable U.S. federal securities Lawsprovisions of the Exchange Act. Parent will make available to the Company all information, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. Each Party agrees as to itself and its Subsidiaries that none of the information supplied by it or its Representatives for the inclusion or incorporation by reference in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances in which they were made, misleading. (b) The Company shall (i) will provide Parent with a reasonable opportunity to review and comment on the Proxy Statement prior to the initial filing with the SEC. The Company will use commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. (b) The Company shall, as promptly as practicable after receipt thereof, provide Parent copies of any written comments and advise Parent of any oral comments, with respect to the Proxy Statement received from the SEC. The Company shall provide Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement and any related communications (including any responses to any comments of the SEC) prior to filing such documents and communications with the SEC staff of the SEC, (ii) will consider in good faith all comments reasonably proposed by Parent and (iii) will promptly provide Parent with a copy of all such filings and communications made with the SEC. The Company will, as promptly as practicable after receipt thereof, provide Parent with copies of any written comments and advise Parent of any material oral comments or requests with respect to the Proxy Statement received from the staff of the SEC. As applicable, Parent will use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. (c) The Company will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after filing and will cause the definitive Proxy Statement to be filed with or furnished to the SEC and the NYSE and mailed to its stockholders at the earliest reasonably practicable time after expiration of the applicable SEC review period. The Company will keep Parent reasonably informed of any material or substantive meeting or conference (including by telephone) with the SEC. The Company will take all actions required to be taken under any applicable state securities Laws in connection with consummating the Merger. (d) In the event the SEC requires the filing of any additional documentation by Parent or the Company in connection with the Merger or the transactions contemplated hereby, Parent and the Company will cooperate to prepare and file such reports, forms or schedules with the SEC and make available to each other all information reasonably requested with respect thereto. As to any additional documentation, each of Parent and the Company will use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect thereto and to have the filing cleared by the SEC as promptly as reasonably practicable, and where necessary, will cause such documentation to be mailed to the Company stockholders at the earliest reasonably practicable time after expiration of the applicable SEC review period. (e) In the event that Parent is required to make any filings with the SEC, Parent will afford the Company the same rights listed in Section 6.2(a) — (d). (f) If at any time prior to the Effective Time, Time (i) any event or change Change occurs with respect to the Parties or any of their respective Affiliates, officers directors or directorsofficers, which should should, in the reasonable judgment of Parent or the Company, be set forth in an amendment of, or a supplement to, the Proxy Statement or (ii) any information relating to the Parties, or any of their respective Affiliates, officers directors or directorsofficers, should be is discovered by any of the Parties which should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include not, at the time and in the light of the circumstances when it is made, be false or misleading with respect to any misstatement of a material fact fact, or omit to state any material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in light any earlier communication with respect to the solicitation of a proxy for the circumstances under same meeting or subject matter which they were made, not has become false or misleading, the Company shall will file as promptly as practicable with the SEC an amendment of, or a supplement to, the Proxy Statement and, as required by Law, disseminate the information contained in such amendment or supplement to the stockholders of the Company.

Preparation and Mailing of Proxy Statement. (a) If the Company Stockholder Approval is required by applicable Law, the Company shall, as As promptly as reasonably practicable after following the Acceptance TimeEffective Date but in no event later than ten (10) business days thereafter, the Company shall prepare and file with the SEC proxy materials that shall constitute the proxy statement relating to the matters Company Stockholder Approval to be submitted to the stockholders of the Company sought at the Company Stockholders Meeting (such proxy statement, and any amendments or supplements thereto, the “Proxy Statement”); provided, that prior to filing the Proxy Statement, the Company will provide drafts thereof to the Purchaser, will give the Purchaser a reasonable time to review and comment thereon and will consider in good faith any comments made by the Purchaser. The Proxy Statement shall comply as to form in all material respects with the applicable U.S. federal securities Lawsprovisions of the Securities Act and the Exchange Act and the rules and regulations thereunder. The Company parties shall cooperate with each other and provide to each other all information necessary in order to prepare the Proxy Statement, and shall provide Parent with a reasonable opportunity to review and comment on the Proxy Statement prior promptly to the initial filing with the SEC. The Company will use commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the SECother party any information such party may obtain that could necessitate amending such document. (b) The Company shall, as promptly as practicable after receipt thereof, provide Parent the Purchaser copies of any written comments and advise Parent the Purchaser of any oral comments, comments with respect to the Proxy Statement received from the SEC. (c) The Company shall cause the Proxy Statement to be mailed to its stockholders at the earliest practicable time after the SEC informs the Company that it will not review, or completes its review, thereof. The Company shall provide Parent with take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified or to file a reasonable opportunity general consent to review and comment on service of process) required to be taken under any amendment or supplement the Proxy Statement and any communications prior to filing such applicable state securities laws in connection with the SEC transactions contemplated hereby and will promptly provide Parent the Company shall furnish all information concerning it and the holders of its capital stock as may be reasonably requested in connection with a copy of all any such filings and communications made with the SECaction. (cd) If at any time prior to the Effective TimeClosing Date, (i) any event or change occurs with respect to the Parties parties or any of their respective Affiliates, officers or directors, which should is required, in either party’s reasonable judgment, to be set forth in an amendment of, or a supplement to, the Proxy Statement or (ii) any information relating to the Partiesparties, or any of their respective Affiliates, officers or directors, should be discovered by any of the Parties parties which should be set forth in an amendment of, or a supplement to to, the Proxy Statement so that Proxy Statement such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Company shall file as promptly as practicable with the SEC an amendment of, of or a supplement to, to the Proxy Statement and, as required by Law, disseminate the information contained in such amendment or supplement to the stockholders of the Company; provided, that prior to filing any such amendment or supplement, the Company will provide drafts thereof to the Purchaser, will give the Purchaser a reasonable time to review and comment thereon and will consider in good faith any comments made by the Purchaser.

Preparation and Mailing of Proxy Statement. (a) If As promptly as practicable following the Company Stockholder Approval is required by applicable Lawdate of this Agreement, the Company shall, as promptly as reasonably practicable after the Acceptance Time, will prepare and file with the SEC preliminary proxy materials that shall constitute the proxy statement relating to the matters to be submitted to the stockholders of the Company at the Company Stockholders Meeting (such proxy statement, statement and any amendments or supplements thereto, the “Proxy Statement”). The Proxy Statement shall will comply as to form in all material respects with the applicable U.S. federal securities Lawsprovisions of the Exchange Act. Parent will make available to the Company all information, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. Each Party agrees as to itself and its Subsidiaries that none of the information supplied by it or its Representatives for the inclusion or incorporation by reference in the Proxy Statement will, at the date of mailing to stockholders of the Company or at the time of the Stockholders Meeting, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statement therein, in light of the circumstances in which they were made, misleading. (b) The Company shall (i) will provide Parent with a reasonable opportunity to review and comment on the Proxy Statement prior to the initial filing with the SEC. The Company will use commercially reasonable efforts to cause the Proxy Statement to be mailed to the Company’s stockholders as promptly as practicable after the Proxy Statement is cleared by the SEC. (b) The Company shall, as promptly as practicable after receipt thereof, provide Parent copies of any written comments and advise Parent of any oral comments, with respect to the Proxy Statement received from the SEC. The Company shall provide Parent with a reasonable opportunity to review and comment on any amendment or supplement to the Proxy Statement and any related communications (including any responses to any comments of the SEC) prior to filing such documents and communications with the SEC staff of the SEC, (ii) will consider in good faith all comments reasonably proposed by Parent and (iii) will promptly provide Parent with a copy of all such filings and communications made with the SEC. The Company will, as promptly as practicable after receipt thereof, provide Parent with copies of any written comments and advise Parent of any material oral comments or requests with respect to the Proxy Statement received from the staff of the SEC. As applicable, Parent will use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. (c) The Company will use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as reasonably practicable after filing and will cause the definitive Proxy Statement to be filed with or furnished to the SEC and the NYSE and mailed to its stockholders at the earliest reasonably practicable time after expiration of the applicable SEC review period. The Company will keep Parent reasonably informed of any material or substantive meeting or conference (including by telephone) with the SEC. The Company will take all actions required to be taken under any applicable state securities Laws in connection with consummating the Merger. (d) In the event the SEC requires the filing of any additional documentation by Parent or the Company in connection with the Merger or the transactions contemplated hereby, Parent and the Company will cooperate to prepare and file such reports, forms or schedules with the SEC and make available to each other all information reasonably requested with respect thereto. As to any additional documentation, each of Parent and the Company will use its reasonable best efforts to respond as promptly as reasonably practicable to any comments of the SEC with respect thereto and to have the filing cleared by the SEC as promptly as reasonably practicable, and where necessary, will cause such documentation to be mailed to the Company stockholders at the earliest reasonably practicable time after expiration of the applicable SEC review period. (e) In the event that Parent is required to make any filings with the SEC, Parent will afford the Company the same rights listed in Section 6.2(a) – (d). (f) If at any time prior to the Effective Time, Time (i) any event or change Change occurs with respect to the Parties or any of their respective Affiliates, officers directors or directorsofficers, which should should, in the reasonable judgment of Parent or the Company, be set forth in an amendment of, or a supplement to, the Proxy Statement or (ii) any information relating to the Parties, or any of their respective Affiliates, officers directors or directorsofficers, should be is discovered by any of the Parties which should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include not, at the time and in the light of the circumstances when it is made, be false or misleading with respect to any misstatement of a material fact fact, or omit to state any material fact necessary in order to make the statements therein, therein not false or misleading or necessary to correct any statement in light any earlier communication with respect to the solicitation of a proxy for the circumstances under same meeting or subject matter which they were made, not has become false or misleading, the Company shall will file as promptly as practicable with the SEC an amendment of, or a supplement to, the Proxy Statement and, as required by Law, disseminate the information contained in such amendment or supplement to the stockholders of the Company.