Common use of Preparation of Proxy Statement; Shareholder Meeting Clause in Contracts

Preparation of Proxy Statement; Shareholder Meeting. (a) As promptly as practicable following the date of this Agreement PRE shall prepare and shall cause to be filed with the SEC the Proxy Statement in preliminary form. (b) PRE shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. Parent shall promptly furnish all information concerning it to PRE, including all information required the Exchange Act to be included therein, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. PRE shall cause the Proxy Statement to include all information reasonably requested by Parent. Each of PRE and Parent shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. PRE shall, as promptly as practicable after the receipt thereof, provide the Parent with copies of any written comments and advise Parent of any oral comments with respect to the Proxy Statement received from the SEC, including any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and shall provide Parent with copies of all written correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. PRE shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC. Prior mailing the Proxy Statement or responding to any comments of the SEC with respect thereto, PRE shall: (i) provide Parent with a reasonable opportunity to review and comment on such document or response or amendment or supplement as applicable (including the proposed final version of such document or response) and (ii) give due consideration to incorporating in such document or response any comments reasonably proposed by Parent. PRE shall also use its reasonable best efforts to take any other action (other than qualifying to do business in any jurisdiction in which it is not so qualified on the date of this Agreement) required to be taken under any applicable securities Laws in connection with the Transactions, with respect to the treatment of PRE Options, PRE SARs and PRE Other Share-Based Awards pursuant to ‎Section 2.03, and PRE shall furnish all information concerning PRE and the PRE Shareholders, holders of PRE Options, PRE SARs and PRE Other Share-Based Awards as may be reasonably requested in connection with any such action. (c) If, at any time prior to the Effective Time, either PRE or Parent obtains Knowledge of any information pertaining to it or previously provided by it for inclusion in the Proxy Statement that would require any amendment or supplement to Proxy Statement so that any such document would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, such party shall promptly advise the other party thereof and PRE and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the shareholders of PRE. (d) PRE shall, in accordance with its Bye-Laws and applicable Law, duly call, give notice of, convene and hold a meeting of the shareholders of PRE (the “PRE Shareholders Meeting”) for purposes of seeking and obtaining the approval of the PRE Bye-law Amendment and the Requisite PRE Vote as soon as reasonably practicable after the date of this Agreement (but in no event later than 40 days after the mailing of the Proxy Statement). Without the prior written consent of Parent, no proposals other than the PRE Bye-law Amendment Requisite PRE Vote and routine proposals required in connection therewith shall be included in the Proxy Statement or transacted at the PRE Shareholders Meeting. Unless the PRE Board shall have made a Change of Recommendation, as permitted by ‎Section 6.08(e), PRE shall: (i) use its reasonable best efforts to solicit or cause to be solicited from its shareholders, in accordance with applicable Law, its Bye-Laws and the rules and regulations of the NYSE, proxies to secure the PRE Bye-law Amendment and the Requisite PRE Vote; (ii) include the PRE Board Recommendation in the Proxy Statement; and (iii) take all other actions necessary or advisable to secure the PRE Bye-law Amendment and the Requisite PRE Vote. Within 2 Business Days following the Solicitation Period, the PRE Board shall publicly reaffirm the PRE Board Recommendation. PRE agrees that, unless this Agreement has been terminated in accordance with ‎Section 8.01, its obligations pursuant to this ‎Section 5.01 shall not be affected by the commencement, public proposal, public disclosure or communication to PRE of any Acquisition Proposal with respect to PRE or by a Change of Recommendation by the PRE Board. (e) Following the PRE Shareholders Meeting and at or prior to the Closing, PRE shall deliver to the corporate secretary of Parent a certificate setting forth the voting results from the PRE Shareholder Meeting.

Preparation of Proxy Statement; Shareholder Meeting. (a) As promptly as reasonably practicable following the date hereof, the Company shall with the timely cooperation and assistance of this Agreement PRE shall Parent prepare and shall cause to be filed file with the SEC the proxy statement relating to the matters to be submitted to the Company shareholders at the Company Shareholder Meeting (such proxy statement and any amendments or supplements thereto, the "Proxy Statement in preliminary form. (b) PRE Statement"). The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filingSEC. Parent shall promptly furnish all information concerning it to PRE, including all information required the Exchange Act to be included therein, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. PRE shall cause the Proxy Statement to include all information reasonably requested by Parent. Each of PRE and Parent shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. PRE The Company shall, as promptly as practicable after the receipt thereof, provide the Parent with copies of any written comments comments, and advise Parent of any oral comments with respect to or communications regarding the Proxy Statement received from the SEC, including any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, . The Company and Parent shall cooperate and provide Parent with copies of all written correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. PRE shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC. Prior mailing the Proxy Statement or responding to any comments of the SEC with respect thereto, PRE shall: (i) provide Parent with a reasonable opportunity to review and comment on such document or response or any amendment or supplement as applicable (including to the proposed final version Proxy Statement prior to filing the same with the SEC, and such parties will promptly provide each other with copies of such document or responsefilings made with the SEC. (b) and (ii) give due consideration to incorporating in such document or response any comments reasonably proposed by Parent. PRE shall also The Company will use its reasonable best efforts to take any other action (other than qualifying to do business in any jurisdiction in which it is not so qualified on cause the date of this Agreement) required Proxy Statement to be taken under any applicable securities Laws in connection with the Transactions, with respect mailed to the treatment of PRE Options, PRE SARs and PRE Other Share-Based Awards pursuant to ‎Section 2.03, and PRE shall furnish all information concerning PRE and Company's shareholders as promptly as reasonably practicable after being cleared by the PRE Shareholders, holders of PRE Options, PRE SARs and PRE Other Share-Based Awards as may be reasonably requested in connection with any such actionSEC. (c) If, If at any time prior to the Effective Time, either PRE or Parent obtains Knowledge of any information pertaining relating to it the Company or previously provided Parent, or any of their respective affiliates, officers or directors, should be discovered by it for inclusion the Company or Parent, as the case may be, that should be set forth in the Proxy Statement that would require any an amendment or supplement to the Proxy Statement so that any such document would not include any untrue statement misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, the party that discovers such party information shall promptly advise notify the other party thereof and PRE and, to the extent required by Law, the Company and Parent shall cooperate in the prompt filing to cause an appropriate amendment or supplement describing such information promptly to be filed with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement and disseminated to the shareholders of PREthe Company. (d) PRE Subject to Section 6.2(e), the Company shall, in accordance with its Bye-Laws applicable Law and applicable Lawthe articles of incorporation and bylaws of the Company, (i) duly call, take all lawful action to call and give notice of, and use its reasonable best efforts to convene and hold hold, a meeting of the its shareholders of PRE (the “PRE Shareholders Meeting”) for purposes of seeking and obtaining the approval of the PRE Bye-law Amendment and the Requisite PRE Vote as soon as reasonably practicable after the date hereof (the "Company Shareholder Meeting") for the purpose of this Agreement obtaining the Company Shareholder Approval with respect to the transactions contemplated hereby and (but in no event later than 40 days after the mailing of the Proxy Statement). Without the prior written consent of Parent, no proposals other than the PRE Bye-law Amendment Requisite PRE Vote and routine proposals required in connection therewith shall be included in the Proxy Statement or transacted at the PRE Shareholders Meeting. Unless the PRE Board shall have made a Change of Recommendation, as permitted by ‎Section 6.08(e), PRE shall: (iii) use its reasonable best efforts to solicit or cause to be solicited from its shareholders, in accordance with applicable Law, its Bye-Laws and the rules and regulations approval of this Agreement. In furtherance of the NYSEforegoing, proxies to secure the PRE Bye-law Amendment and the Requisite PRE Vote; (ii) include the PRE Board Recommendation except as set forth in the Proxy Statement; and (iii) take all other actions necessary or advisable to secure the PRE Bye-law Amendment and the Requisite PRE Vote. Within 2 Business Days following the Solicitation PeriodSection 6.5(b), the PRE Board of Directors of the Company shall publicly reaffirm the PRE Board Recommendation. PRE agrees that, unless recommend approval of this Agreement has been terminated in accordance with ‎Section 8.01, its obligations pursuant to this ‎Section 5.01 shall not be affected by the commencement, public proposal, public disclosure or communication to PRE shareholders of any Acquisition Proposal with respect to PRE or by a Change of Recommendation by the PRE BoardCompany as set forth in Section 4.2(b) (the "Company Recommendation"). (e) Following Notwithstanding any other provision of this Agreement, in the PRE Shareholders Meeting and at event that the Company effects a Company Change of Recommendation in compliance with Section 6.5(b), the Company shall not be obligated, pursuant to Section 6.2(d) or prior any other provision of this Agreement, to give notice of, convene or hold the Closing, PRE shall deliver to the corporate secretary of Parent a certificate setting forth the voting results from the PRE Company Shareholder Meeting, or solicit from its shareholders proxies in favor of the adoption and approval of this Agreement and the Merger.

Preparation of Proxy Statement; Shareholder Meeting. (a) As promptly If required by applicable law in order to consummate the Merger, as soon as practicable following the date of this Agreement PRE shall prepare and shall cause to be filed with the SEC the Proxy Statement in preliminary form. (b) PRE shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. Parent shall promptly furnish all information concerning it to PRE, including all information required the Exchange Act to be included therein, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution purchase of the Proxy Statement. PRE shall cause the Proxy Statement to include all information reasonably requested by Parent. Each of PRE and Parent shall promptly correct any information provided by it for use in the Proxy Statement if and Shares pursuant to the extent such information shall have become false or misleading in any material respect. PRE shallOffer, as promptly as practicable after the receipt thereofCompany, provide acting through the Parent with copies of any written comments Board and advise Parent of any oral comments with respect to upon the Proxy Statement received from the SEC, including any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and shall provide Parent with copies of all written correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. PRE shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC. Prior mailing the Proxy Statement or responding to any comments recommendation of the SEC with respect theretoSpecial Committee, PRE shall: (i) provide Parent with a reasonable opportunity shall take all steps necessary to review and comment on such document or response or amendment or supplement as applicable (including the proposed final version of such document or response) and (ii) give due consideration to incorporating in such document or response any comments reasonably proposed by Parent. PRE shall also use its reasonable best efforts to take any other action (other than qualifying to do business in any jurisdiction in which it is not so qualified on the date of this Agreement) required to be taken under any applicable securities Laws in connection with the Transactions, with respect to the treatment of PRE Options, PRE SARs and PRE Other Share-Based Awards pursuant to ‎Section 2.03, and PRE shall furnish all information concerning PRE and the PRE Shareholders, holders of PRE Options, PRE SARs and PRE Other Share-Based Awards as may be reasonably requested in connection with any such action. (c) If, at any time prior to the Effective Time, either PRE or Parent obtains Knowledge of any information pertaining to it or previously provided by it for inclusion in the Proxy Statement that would require any amendment or supplement to Proxy Statement so that any such document would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, such party shall promptly advise the other party thereof and PRE and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the shareholders of PRE. (d) PRE shall, in accordance with its Bye-Laws and applicable Law, duly call, set a record date for, give notice of, convene and hold a special meeting of the its shareholders of PRE (the “PRE Shareholders Meeting”) for purposes of seeking and obtaining the approval of the PRE Bye-law Amendment and the Requisite PRE Vote as soon as reasonably practicable after following the acceptance for payment and purchase of Shares pursuant to the Offer for the purpose of adopting and approving this Agreement and the transactions contemplated hereby. At such meeting, Purchaser and any Affiliate thereof will each vote, or cause to be voted, all Shares acquired in the Offer or otherwise beneficially owned by it on the record date for such special meeting, in favor of the approval and adoption of this Agreement and the transactions contemplated hereby. (but in no event later than 40 days after b) The Company will, if required by law for the mailing consummation of the Merger, prepare and file the Proxy Statement). Without Statement with the prior written consent of ParentSEC, no proposals other than and shall use its best efforts to obtain and furnish the PRE Bye-law Amendment Requisite PRE Vote and routine proposals information required in connection therewith shall to be included by the Company in the Proxy Statement or transacted and, after consultation with Purchaser, to respond promptly to any comments made by the SEC with respect to the Proxy Statement and any preliminary version thereof and cause the Proxy Statement to be mailed to the Company's shareholders at the PRE Shareholders Meetingearliest practicable time following the acceptance for payment and purchase of the Shares pursuant to the Offer. Unless the PRE Board shall have made a Change of Recommendation, as permitted by ‎Section 6.08(e), PRE shall: The Company will (i) include in the Proxy Statement the recommendation of its Board that the shareholders vote in favor of the adoption and approval of this Agreement and the transactions contemplated hereby and the other matters to be submitted to shareholders in connection therewith and (ii) use its reasonable best efforts to solicit or cause to be solicited from its shareholders, in accordance with applicable Law, its Bye-Laws obtain the necessary approvals by such shareholders of this Agreement and the rules and regulations transactions contemplated hereby, subject to any recommendation by the Special Committee that the Board withdraw, modify or amend such recommendation if the Special Committee determines in good faith by a majority vote, after receipt of advice of its outside counsel, that such action is necessary in order for the members of the NYSE, proxies Special Committee to secure the PRE Bye-law Amendment and the Requisite PRE Vote; (ii) include the PRE Board Recommendation in the Proxy Statement; and (iii) take all other actions necessary or advisable to secure the PRE Bye-law Amendment and the Requisite PRE Vote. Within 2 Business Days following the Solicitation Period, the PRE Board shall publicly reaffirm the PRE Board Recommendation. PRE agrees that, unless this Agreement has been terminated in accordance comply with ‎Section 8.01, its obligations pursuant to this ‎Section 5.01 shall not be affected by the commencement, public proposal, public disclosure or communication to PRE of any Acquisition Proposal with respect to PRE or by a Change of Recommendation by the PRE Boardtheir fiduciary duties under applicable law. (e) Following the PRE Shareholders Meeting and at or prior to the Closing, PRE shall deliver to the corporate secretary of Parent a certificate setting forth the voting results from the PRE Shareholder Meeting.

Preparation of Proxy Statement; Shareholder Meeting. (a) As promptly as reasonably practicable following the date hereof, the Company shall with the timely cooperation and assistance of this Agreement PRE shall Parent prepare and shall cause to be filed file with the SEC the proxy statement relating to the matters to be submitted to the Company shareholders at the Company Shareholder Meeting (such proxy statement and any amendments or supplements thereto, the "Proxy Statement in preliminary form. (b) PRE Statement"). The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filingSEC. Parent shall promptly furnish all information concerning it to PRE, including all information required the Exchange Act to be included therein, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. PRE shall cause the Proxy Statement to include all information reasonably requested by Parent. Each of PRE and Parent shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. PRE The Company shall, as promptly as practicable after the receipt thereof, provide the Parent with copies of any written comments comments, and advise Parent of any oral comments with respect to or communications regarding the Proxy Statement received from the SEC, including any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, . The Company and Parent shall cooperate and provide Parent with copies of all written correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. PRE shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC. Prior mailing the Proxy Statement or responding to any comments of the SEC with respect thereto, PRE shall: (i) provide Parent with a reasonable opportunity to review and comment on such document or response or any amendment or supplement as applicable (including to the proposed final version Proxy Statement prior to filing the same with the SEC, and such parties will promptly provide each other with copies of such document or responsefilings made with the SEC. (b) and (ii) give due consideration to incorporating in such document or response any comments reasonably proposed by Parent. PRE shall also The Company will use its reasonable best efforts to take any other action (other than qualifying to do business in any jurisdiction in which it is not so qualified on cause the date of this Agreement) required Proxy Statement to be taken under any applicable securities Laws in connection with the Transactions, with respect mailed to the treatment of PRE Options, PRE SARs and PRE Other Share-Based Awards pursuant to ‎Section 2.03, and PRE shall furnish all information concerning PRE and Company's shareholders as promptly as reasonably practicable after being cleared by the PRE Shareholders, holders of PRE Options, PRE SARs and PRE Other Share-Based Awards as may be reasonably requested in connection with any such actionSEC. (c) If, If at any time prior to the Effective Time, either PRE or Parent obtains Knowledge of any information pertaining relating to it the Company or previously provided Parent, or any of their respective affiliates, officers or directors, should be discovered by it for inclusion the Company or Parent, as the case may be, that should be set forth in the Proxy Statement that would require any an amendment or supplement to the Proxy Statement so that any such document would not include any untrue statement misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, the party that discovers such party information shall promptly advise notify the other party thereof and PRE and, to the extent required by Law, the Company and Parent shall cooperate in the prompt filing to cause an appropriate amendment or supplement describing such information promptly to be filed with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement and disseminated to the shareholders of PREthe Company. (d) PRE Subject to Section 6.2(e), the Company shall, in accordance with its Bye-Laws applicable Law and applicable Lawthe articles of incorporation and bylaws of the Company, (i) duly call, take all lawful action to call and give notice of, and use its reasonable best efforts to convene and hold hold, a meeting of the its shareholders of PRE (the “PRE Shareholders Meeting”) for purposes of seeking and obtaining the approval of the PRE Bye-law Amendment and the Requisite PRE Vote as soon as reasonably practicable after the date hereof (the "Company Shareholder Meeting") for the purpose of this Agreement (but in no event later than 40 days after obtaining the mailing of the Proxy Statement). Without the prior written consent of Parent, no proposals other than the PRE Bye-law Amendment Requisite PRE Vote and routine proposals required in connection therewith shall be included in the Proxy Statement or transacted at the PRE Shareholders Meeting. Unless the PRE Board shall have made a Change of Recommendation, as permitted by ‎Section 6.08(e), PRE shall: (i) use its reasonable best efforts to solicit or cause to be solicited from its shareholders, in accordance with applicable Law, its Bye-Laws and the rules and regulations of the NYSE, proxies to secure the PRE Bye-law Amendment and the Requisite PRE Vote; (ii) include the PRE Board Recommendation in the Proxy Statement; and (iii) take all other actions necessary or advisable to secure the PRE Bye-law Amendment and the Requisite PRE Vote. Within 2 Business Days following the Solicitation Period, the PRE Board shall publicly reaffirm the PRE Board Recommendation. PRE agrees that, unless this Agreement has been terminated in accordance with ‎Section 8.01, its obligations pursuant to this ‎Section 5.01 shall not be affected by the commencement, public proposal, public disclosure or communication to PRE of any Acquisition Proposal Company Shareholder Approval with respect to PRE or by a Change of Recommendation by the PRE Board. (e) Following the PRE Shareholders Meeting and at or prior to the Closing, PRE shall deliver to the corporate secretary of Parent a certificate setting forth the voting results from the PRE Shareholder Meeting.transactions contemplated hereby and

Preparation of Proxy Statement; Shareholder Meeting. (a) As promptly as practicable Promptly following the date of this Agreement PRE Agreement, Foundation shall prepare and shall cause a proxy statement (the "PROXY STATEMENT") to be filed distributed to holders of Foundation Common Shares in connection with the SEC Merger and include therein the unanimous recommendation of Foundation's Board of Directors that the shareholders of Foundation vote in favor of the approval and adoption of this Agreement and the Merger and include therein the written opinion of the Financial Advisor as of a date proximate to the date of the Proxy Statement that the Per Share Merger Consideration to be received by the shareholders of Foundation pursuant to the Merger is fair, from a financial point of view, to such shareholders; provided, however, that Foundation's Board of Directors may fail to make or may withdraw or modify such recommendation, if, (i) in preliminary form. accordance with Section 7.1(g) hereof, Foundation's Board of Directors recommends a Superior Acquisition Proposal or (bii) PRE the Financial Advisor or any other financial advisor engaged by Foundation's Board of Directors in its sole discretion for such purpose does not issue the opinion described above. Foundation shall use its reasonable best efforts to have obtain and furnish the Proxy Statement cleared by the SEC as promptly as practicable after such filing. Parent shall promptly furnish all information concerning it to PRE, including all information required the Exchange Act to be included therein, by it in the Proxy Statement. Acquisition Company and provide such other assistance, as may be reasonably requested Acquisition Sub will cooperate with Foundation in connection with the preparation, filing and distribution preparation of the Proxy StatementStatement including, but not limited to, furnishing to Foundation any and all information regarding Acquisition Company as may be required to be disclosed therein. PRE shall Foundation will use reasonable best efforts to cause the Proxy Statement to include all information reasonably requested by Parent. Each of PRE and Parent shall promptly correct any information provided by it for use in the Proxy Statement if and be mailed to the extent such information shall have become false or misleading in any material respect. PRE shall, Foundation's shareholders as promptly as practicable after the receipt thereof, provide the Parent with copies of any written comments and advise Parent of any oral comments with respect practicable. (b) All mailings to the Proxy Statement received from the SEC, including any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and shall provide Parent with copies of all written correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. PRE shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC. Prior mailing the Proxy Statement or responding to any comments of the SEC with respect thereto, PRE shall: (i) provide Parent with a reasonable opportunity to review and comment on such document or response or amendment or supplement as applicable (including the proposed final version of such document or response) and (ii) give due consideration to incorporating in such document or response any comments reasonably proposed by Parent. PRE shall also use its reasonable best efforts to take any other action (other than qualifying to do business in any jurisdiction in which it is not so qualified on the date of this Agreement) required to be taken under any applicable securities Laws Foundation's shareholders in connection with the TransactionsMerger, with respect including the Proxy Statement, shall be subject to the treatment prior review, comment and approval of PRE Options, PRE SARs Acquisition Company and PRE Other Share-Based Awards pursuant to ‎Section 2.03, Acquisition Sub (and PRE such approval shall furnish all information concerning PRE and the PRE Shareholders, holders of PRE Options, PRE SARs and PRE Other Share-Based Awards as may not be reasonably requested in connection with any such actionunreasonably withheld or delayed). (c) IfFoundation shall, at any time prior as soon as reasonably practicable following the date on which the Acquisition Company or Budig is notified by the OTS (whether formally or informally) that the application to secure the requisite approval of the OTS to the Effective Time, either PRE or Parent obtains Knowledge of any information pertaining to it or previously provided by it for inclusion in the Proxy Statement that would require any amendment or supplement to Proxy Statement so that any such document would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light consummation of the circumstances under which they were made, not misleading, such party shall promptly advise the other party thereof Merger is deemed complete and PRE in consultation with Acquisition Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the shareholders of PRE. (d) PRE shall, in accordance with its Bye-Laws and applicable LawAcquisition Sub, duly call, call and give notice of, and, provided that this Agreement has not been terminated, convene and hold hold, a special meeting of the shareholders holders of PRE Foundation Common Shares (the “PRE Shareholders Meeting”"SHAREHOLDERS' MEETING") for purposes the purpose of seeking and obtaining approving this Agreement, the approval of the PRE Bye-law Amendment Merger and the Requisite PRE Vote transactions contemplated by this Agreement to the extent required by the OGCL (the "SHAREHOLDER APPROVAL"). Foundation will use reasonable best efforts to hold such meeting as soon as reasonably practicable after the date of this Agreement (but in no event later than 40 days after the mailing of the Proxy Statement). Without the prior written consent of Parent, no proposals other than the PRE Bye-law Amendment Requisite PRE Vote and routine proposals required in connection therewith shall be included in the Proxy Statement or transacted at the PRE Shareholders Meeting. Unless the PRE Board shall have made a Change of Recommendation, as permitted by ‎Section 6.08(e), PRE shall: (i) use its reasonable best efforts to solicit or cause to be solicited from its shareholders, in accordance with applicable Law, its Bye-Laws and the rules and regulations of the NYSE, proxies to secure the PRE Bye-law Amendment and the Requisite PRE Vote; (ii) include the PRE Board Recommendation in the Proxy Statement; and (iii) take all other actions necessary or advisable to secure the PRE Bye-law Amendment and the Requisite PRE Vote. Within 2 Business Days following the Solicitation Period, the PRE Board shall publicly reaffirm the PRE Board Recommendation. PRE agrees that, unless this Agreement has been terminated in accordance with ‎Section 8.01, its obligations pursuant to this ‎Section 5.01 shall not be affected by the commencement, public proposal, public disclosure or communication to PRE of any Acquisition Proposal with respect to PRE or by a Change of Recommendation by the PRE Boardsuch date. (e) Following the PRE Shareholders Meeting and at or prior to the Closing, PRE shall deliver to the corporate secretary of Parent a certificate setting forth the voting results from the PRE Shareholder Meeting.

Preparation of Proxy Statement; Shareholder Meeting. (a) As promptly as reasonably practicable following the date hereof, the Company shall with the timely cooperation and assistance of this Agreement PRE shall Parent prepare and shall cause to be filed file with the SEC the proxy statement relating to the matters to be submitted to the Company shareholders at the Company Shareholder Meeting (such proxy statement and any amendments or supplements thereto, the “Proxy Statement in preliminary form. (b) PRE Statement”). The Company shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filingSEC. Parent shall promptly furnish all information concerning it to PRE, including all information required the Exchange Act to be included therein, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. PRE shall cause the Proxy Statement to include all information reasonably requested by Parent. Each of PRE and Parent shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. PRE The Company shall, as promptly as practicable after the receipt thereof, provide the Parent with copies of any written comments comments, and advise Parent of any oral comments with respect to or communications regarding the Proxy Statement received from the SEC, including any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, . The Company and Parent shall cooperate and provide Parent with copies of all written correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. PRE shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC. Prior mailing the Proxy Statement or responding to any comments of the SEC with respect thereto, PRE shall: (i) provide Parent with a reasonable opportunity to review and comment on such document or response or any amendment or supplement as applicable (including to the proposed final version Proxy Statement prior to filing the same with the SEC, and such parties will promptly provide each other with copies of such document or responsefilings made with the SEC. (b) and (ii) give due consideration to incorporating in such document or response any comments reasonably proposed by Parent. PRE shall also The Company will use its reasonable best efforts to take any other action (other than qualifying to do business in any jurisdiction in which it is not so qualified on cause the date of this Agreement) required Proxy Statement to be taken under any applicable securities Laws in connection with the Transactions, with respect mailed to the treatment of PRE Options, PRE SARs and PRE Other Share-Based Awards pursuant to ‎Section 2.03, and PRE shall furnish all information concerning PRE and Company’s shareholders as promptly as reasonably practicable after being cleared by the PRE Shareholders, holders of PRE Options, PRE SARs and PRE Other Share-Based Awards as may be reasonably requested in connection with any such actionSEC. (c) If, If at any time prior to the Effective Time, either PRE or Parent obtains Knowledge of any information pertaining relating to it the Company or previously provided Parent, or any of their respective affiliates, officers or directors, should be discovered by it for inclusion the Company or Parent, as the case may be, that should be set forth in the Proxy Statement that would require any an amendment or supplement to the Proxy Statement so that any such document would not include any untrue statement misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, the party that discovers such party information shall promptly advise notify the other party thereof and PRE and, to the extent required by Law, the Company and Parent shall cooperate in the prompt filing to cause an appropriate amendment or supplement describing such information promptly to be filed with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement and disseminated to the shareholders of PREthe Company. (d) PRE Subject to Section 6.2(e), the Company shall, in accordance with its Bye-Laws applicable Law and applicable Lawthe articles of incorporation and bylaws of the Company, (i) duly call, take all lawful action to call and give notice of, and use its reasonable best efforts to convene and hold hold, a meeting of the its shareholders of PRE (the “PRE Shareholders Meeting”) for purposes of seeking and obtaining the approval of the PRE Bye-law Amendment and the Requisite PRE Vote as soon as reasonably practicable after the date hereof (the “Company Shareholder Meeting”) for the purpose of this Agreement obtaining the Company Shareholder Approval with respect to the transactions contemplated hereby and (but in no event later than 40 days after the mailing of the Proxy Statement). Without the prior written consent of Parent, no proposals other than the PRE Bye-law Amendment Requisite PRE Vote and routine proposals required in connection therewith shall be included in the Proxy Statement or transacted at the PRE Shareholders Meeting. Unless the PRE Board shall have made a Change of Recommendation, as permitted by ‎Section 6.08(e), PRE shall: (iii) use its reasonable best efforts to solicit or cause to be solicited from its shareholders, in accordance with applicable Law, its Bye-Laws and the rules and regulations approval of this Agreement. In furtherance of the NYSEforegoing, proxies to secure the PRE Bye-law Amendment and the Requisite PRE Vote; (ii) include the PRE Board Recommendation except as set forth in the Proxy Statement; and (iii) take all other actions necessary or advisable to secure the PRE Bye-law Amendment and the Requisite PRE Vote. Within 2 Business Days following the Solicitation PeriodSection 6.5(b), the PRE Board of Directors of the Company shall publicly reaffirm the PRE Board Recommendation. PRE agrees that, unless recommend approval of this Agreement has been terminated in accordance with ‎Section 8.01, its obligations pursuant to this ‎Section 5.01 shall not be affected by the commencement, public proposal, public disclosure or communication to PRE shareholders of any Acquisition Proposal with respect to PRE or by a Change of Recommendation by the PRE BoardCompany as set forth in Section 4.2(b) (the “Company Recommendation”). (e) Following Notwithstanding any other provision of this Agreement, in the PRE Shareholders Meeting and at event that the Company effects a Company Change of Recommendation in compliance with Section 6.5(b), the Company shall not be obligated, pursuant to Section 6.2(d) or prior any other provision of this Agreement, to give notice of, convene or hold the Closing, PRE shall deliver to the corporate secretary of Parent a certificate setting forth the voting results from the PRE Company Shareholder Meeting, or solicit from its shareholders proxies in favor of the adoption and approval of this Agreement and the Merger.

Preparation of Proxy Statement; Shareholder Meeting. (a) As promptly as practicable following the date of this Agreement PRE Agreement, Parent and the Company shall cooperate in preparing and shall prepare and shall cause to be filed with the SEC (i) the Proxy Statement to be sent to the holders of the Company Shares relating to the Company Shareholder Meeting and (ii) the Registration Statement, and Parent shall file with the Commission the Registration Statement, in preliminary form. (b) PRE which the Proxy Statement shall be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Units to be delivered pursuant to this Agreement. Parent and the Company shall use its their reasonable best efforts to have the Proxy Statement cleared by the SEC Commission and the Registration Statement declared effective by the Commission as promptly as practicable after such filing. practical and to keep the Registration Statement effective through the Effective Time. (b) Each of Parent and the Company shall promptly furnish all information concerning it or its equityholders to PRE, including all information required the Exchange Act to be included thereinother, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Registration Statement and the Proxy Statement. PRE shall cause the The Proxy Statement to and the Registration Statement shall include all information reasonably requested by Parentsuch other party to be included therein. Each of PRE Parent and Parent shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. PRE Company shall, as promptly as practicable after the receipt thereof, provide the Parent other party with copies of any written comments and advise Parent the other party of any oral comments with respect to the Proxy Statement and the Registration Statement received from the SECCommission, including any request from the SEC Commission for amendments or supplements to the Proxy Registration Statement or for additional informationProxy Statement, and shall provide Parent the other with copies of all written correspondence between it and its Representatives, on the one hand, and the SECCommission, on the other hand. PRE shall use its reasonable best efforts Notwithstanding the foregoing, prior to respond as promptly as reasonably practicable to any comments received from filing the SEC concerning the Proxy Registration Statement and to resolve such comments with the SEC. Prior or mailing the Proxy Statement or responding to any comments of the SEC Commission with respect thereto, PRE shall: each of Parent and the Company (i) shall provide Parent the other with a reasonable opportunity to review and comment on such document or response or amendment or supplement as applicable (including the proposed final version of such document or response) and (ii) shall give due consideration to incorporating including in such document or response any comments reasonably proposed by Parentthe other. PRE Each of Parent and the Company shall also advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Registration Statement, the issuance of any stop order relating thereto or the suspension of the qualification of Parent Common Units for offering or sale in any jurisdiction, and each of Parent and the Company shall use its reasonable best efforts to take any other action (other than qualifying to do business in any jurisdiction in which it is not so qualified on the date of this Agreement) required to be taken under any applicable securities Laws in connection with the Transactions, with respect to the treatment of PRE Options, PRE SARs and PRE Other Share-Based Awards pursuant to ‎Section 2.03, and PRE shall furnish all information concerning PRE and the PRE Shareholders, holders of PRE Options, PRE SARs and PRE Other Share-Based Awards as may be reasonably requested in connection with have any such actionstop order or suspension lifted, reversed or otherwise terminated. (c) If, at any time prior to the Effective Time, either PRE or Parent party obtains Knowledge knowledge of any information pertaining to it or previously provided by it for inclusion in the Registration Statement or the Proxy Statement that would require any amendment or supplement to the Registration Statement or the Proxy Statement so that any of such document documents would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, such party shall promptly advise the other party thereof and PRE and Parent and the Company shall cooperate in the prompt filing with the SEC Commission of any necessary amendment or supplement to the Proxy Statement and the Registration Statement and, as required by applicable Applicable Law, in disseminating the information contained in such amendment or supplement to the shareholders holders of PRECompany Shares. (d) PRE The Company shall, in accordance with its Bye-Laws and applicable Lawas soon as practicable following the date the Registration Statement is declared effective by the Commission, (i) duly call, give notice of, convene and hold a special meeting of the shareholders holders of PRE Company Common Shares (the “PRE Shareholders Company Shareholder Meeting”) for purposes of seeking and obtaining the approval of the PRE Bye-law Amendment Company Shareholder Approval and the Requisite PRE Vote as soon as reasonably practicable after the date of this Agreement (but ii) in no event later than 40 days after the mailing of furtherance thereof, use its reasonable best efforts to cause the Proxy Statement)Statement to be distributed to the holders of Company Common Shares. Without the prior written consent of Parent, no proposals other than the PRE Bye-law Amendment Requisite PRE Vote Company Shareholder Approval and routine proposals required in connection therewith with such approval shall be included in the Proxy Statement or transacted at the PRE Shareholders Company Shareholder Meeting. Unless the PRE Company Board or the Transaction Committee shall have made a Company Change of Recommendation, Recommendation as permitted by ‎Section 6.08(eSection 6.6(e) or Section 6.6(f), PRE shall: (i) the Company shall use its reasonable best efforts to solicit or cause to be solicited from its shareholders, in accordance with applicable Law, its Bye-Laws the Company Shareholder Approval and the rules and regulations of the NYSE, proxies to secure the PRE Bye-law Amendment and the Requisite PRE Vote; (ii) shall include the PRE Company Board Recommendation in the Proxy Statement; and (iii) take all other actions necessary or advisable to secure the PRE Bye-law Amendment and the Requisite PRE Vote. Within 2 Business Days following the Solicitation Period, the PRE Board shall publicly reaffirm the PRE Board Recommendation. PRE The Company agrees that, unless this Agreement has been terminated in accordance with ‎Section 8.01Section 8.1, its obligations pursuant to this ‎Section 5.01 Section 5.1 to convene and hold the Company Shareholder Meeting shall not be affected by the commencement, public proposal, public disclosure or communication to PRE the Company of any Company Acquisition Proposal with respect to PRE or by the effecting of a Company Change of Recommendation by the PRE Company Board. (e) Following the PRE Shareholders Meeting and at or prior to the Closing, PRE shall deliver to the corporate secretary of Parent a certificate setting forth the voting results from the PRE Shareholder Meeting.

Preparation of Proxy Statement; Shareholder Meeting. (a) As promptly as reasonably practicable following the date of this Agreement PRE Agreement, Seller shall prepare and shall cause to be filed file with the SEC proxy materials reasonably acceptable to the Seller and the Parent which shall constitute the "Proxy Statement." The Proxy Statement in preliminary form. (b) PRE shall use its reasonable best efforts comply as to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. Parent shall promptly furnish all information concerning it to PRE, including form and all information required the Exchange Act to be included therein, and provide such other assistance, as may be reasonably requested in connection material respects with the preparation, filing and distribution applicable provisions of the Proxy StatementSecurities Act and Exchange Act. PRE shall cause the Proxy Statement to include all information reasonably requested by Parent. Each of PRE and Parent shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. PRE The Seller shall, as promptly as practicable after the receipt thereof, provide the Parent and the Buyer with copies of any written comments and advise the Parent and the Buyer of any oral comments comments, with respect to the Proxy Statement received from the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including any request from the SEC for amendments or supplements incorporation by reference) to the Proxy Statement or for additional information, and shall provide be made without the approval of the Parent with copies of all written correspondence between it and its Representatives, on the one hand, and the SECBuyer, on the other handwhich approval shall not be unreasonably withheld or delayed. PRE shall Seller will use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning cause the Proxy Statement and to resolve such comments with the SEC. Prior mailing the Proxy Statement or responding to any comments of the SEC with respect thereto, PRE shall: (i) provide Parent with a reasonable opportunity to review and comment on such document or response or amendment or supplement as applicable (including the proposed final version of such document or response) and (ii) give due consideration to incorporating in such document or response any comments reasonably proposed by Parent. PRE shall also use its reasonable best efforts to take any other action (other than qualifying to do business in any jurisdiction in which it is not so qualified on the date of this Agreement) required to be taken under any applicable securities Laws in connection with the Transactions, with respect mailed to the treatment of PRE Options, PRE SARs and PRE Other Share-Based Awards pursuant to ‎Section 2.03Seller's shareholders, and PRE shall furnish all information concerning PRE and the PRE Shareholders, holders of PRE Options, PRE SARs and PRE Other Share-Based Awards Seller as may be reasonably requested in connection with any such action. (c) If. The Seller will advise the Buyer and the Parent, promptly after it receives notice thereof, of any request by the SEC for amendment of the Proxy Statement. If at any time prior to the Effective TimeClosing Date, either PRE or Parent obtains Knowledge of any information pertaining relating to it or previously provided the Seller, should be discovered by it for inclusion the Seller which should be set forth in the Proxy Statement that would require any an amendment or supplement to the Proxy Statement so that any such document it would not include any untrue statement misstatement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, such party Seller shall promptly advise notify the other party thereof Buyer and PRE and Parent the Parent, and, to the extent required by law, rules or regulations, an appropriate amendment or supplement describing such information shall cooperate in the prompt filing be promptly filed with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement and disseminated to the shareholders of PREthe Seller. (db) PRE shall, in accordance with its Bye-Laws and applicable Law, The Seller shall duly take all lawful action to call, give notice of, convene and hold a meeting of the its shareholders of PRE (the “PRE Shareholders Meeting”) for purposes of seeking and obtaining the approval of the PRE Bye-law Amendment and the Requisite PRE Vote on a date as soon as reasonably practicable after (the date of this Agreement (but in no event later than 40 days after the mailing of the Proxy Statement). Without the prior written consent of Parent, no proposals other than the PRE Bye-law Amendment Requisite PRE Vote "Seller Shareholder Meeting") and routine proposals required in connection therewith shall be included in the Proxy Statement or transacted at the PRE Shareholders Meeting. Unless the PRE Board shall have made a Change of Recommendation, as permitted by ‎Section 6.08(e), PRE shall: (i) use its reasonable best efforts take all lawful action to solicit or cause to be solicited from its shareholders, in accordance with the shareholder vote required under applicable Law, its Bye-Laws and the rules and regulations of the NYSE, proxies to secure the PRE Bye-law Amendment and the Requisite PRE ("Required Seller Shareholder Vote; (ii") include the PRE Board Recommendation in the Proxy Statement; and (iii) take all other actions necessary or advisable to secure the PRE Bye-law Amendment and the Requisite PRE Vote. Within 2 Business Days following the Solicitation Period, the PRE Board shall publicly reaffirm the PRE Board Recommendation. PRE agrees that, unless this Agreement has been terminated in accordance with ‎Section 8.01, its obligations pursuant to this ‎Section 5.01 shall not be affected by the commencement, public proposal, public disclosure or communication to PRE of any Acquisition Proposal with respect to PRE a proposal to approve this Agreement and the Related Agreements and to approve the sale of the Acquired Assets as contemplated by this Agreement and the sale or by a Change other disposition of Recommendation by the PRE BoardVitsab. (e) Following the PRE Shareholders Meeting and at or prior to the Closing, PRE shall deliver to the corporate secretary of Parent a certificate setting forth the voting results from the PRE Shareholder Meeting.

Preparation of Proxy Statement; Shareholder Meeting. (a) As promptly as reasonably practicable following the date of this Agreement PRE Execution Date, the Parent shall prepare and shall cause to be filed with the SEC the Proxy Statement in preliminary form. form for use in obtaining the Parent Shareholder Approval. Subject to clause 4.11, the Proxy Statement shall include the Parent Board Recommendation. The Parent shall consult with the Purchaser concerning the form of preliminary Proxy Statement and give the Purchaser a reasonable opportunity to comment thereon prior to its filing. The Parent shall respond to any comments by the SEC on the Proxy Statement (band provide copies of the same to the Purchaser) PRE as promptly as reasonably practicable after such filing or within such specific period of time as may be required by the SEC and shall use its all reasonable best efforts to have the such Proxy Statement cleared by the SEC as reasonably promptly as practicable after such filing. Parent shall promptly furnish all information concerning practicable. (b) Following being informed by the SEC that it to PRE, including all information required the Exchange Act to be included therein, and provide such other assistancehas no comments (or no further comments, as the case may be reasonably requested in connection with the preparation, filing and distribution of be) on the Proxy Statement. PRE shall cause , the Proxy Statement to include all information reasonably requested by Parent. Each of PRE and Parent shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. PRE shall, as promptly as practicable after the receipt thereof, provide the Parent with copies of any written comments and advise Parent of any oral comments with respect to the Proxy Statement received from the SEC, including any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and shall provide Parent with copies of all written correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. PRE shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC. Prior mailing the Proxy Statement or responding to any comments of the SEC with respect thereto, PRE shall: (i) provide Parent with a reasonable opportunity to review and comment on such document or response or amendment or supplement as applicable (including the proposed final version of such document or response) and (ii) give due consideration to incorporating in such document or response any comments reasonably proposed by Parent. PRE shall also use its reasonable best efforts to take any other action (other than qualifying to do business in any jurisdiction in which it is not so qualified on the date of this Agreement) required to be taken under any applicable securities Laws in connection with the Transactions, with respect to the treatment of PRE Options, PRE SARs and PRE Other Share-Based Awards pursuant to ‎Section 2.03, and PRE shall furnish all information concerning PRE and the PRE Shareholders, holders of PRE Options, PRE SARs and PRE Other Share-Based Awards as may be reasonably requested in connection with any such action. (c) If, at any time prior to the Effective Time, either PRE or Parent obtains Knowledge of any information pertaining to it or previously provided by it for inclusion in the Proxy Statement that would require any amendment or supplement to Proxy Statement so that any such document would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, such party shall promptly advise the other party thereof and PRE and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the shareholders of PRE. (d) PRE shall, in accordance with its Bye-Laws and applicable Law, duly call, give notice of, convene and hold a meeting of the shareholders of PRE the Parent for the purpose of seeking the Parent Shareholder Approval and mail the Proxy Statement to the Parent’s shareholders. Prior to filing or mailing the preliminary Proxy Statement or responding to any comments of the SEC, the Parent shall provide the Purchaser with a reasonable opportunity to review and comment on such document or response, provided that the Purchaser be entitled to comment only on the description of the Transaction, the background of the Transaction and the description of the Purchaser, or any other sections relating specifically to the Purchaser and SEC comments with respect thereto. The Purchaser shall provide any such comments within five (5) Business Days of delivery of the initial draft preliminary Proxy Statement to Purchaser and, thereafter, within twenty-four (24) hours of receipt of a revised draft preliminary Proxy Statement or SEC comments, provided that Parent shall provide a final draft, subject only to revisions that are of a stylistic, typographical or other similar non-substantive nature, of the descriptions of the Transaction and the background of the Transaction and the descriptions of Purchaser, and any other sections relating specifically to the Purchaser, not less than three (3) Business Days prior to filing the preliminary Proxy Statement with the SEC. Subject to clause 4.11, the Parent Board shall approve and recommend that the Parent’s shareholders approve the transactions contemplated by this Agreement (the “PRE Shareholders MeetingParent Board Recommendation”) for purposes ), and that the Parent shall, unless there has been a Change of seeking and obtaining Parent Board Recommendation, use its commercially reasonable efforts to solicit from its shareholders proxies in favour of the approval of the PRE Bye-law Amendment transactions contemplated by this Agreement, and the Requisite PRE Vote as soon as reasonably practicable after the date of this Agreement (but in no event later than 40 days after the mailing of the Proxy Statement). Without the prior written consent of Parent, no proposals other than the PRE Bye-law Amendment Requisite PRE Vote and routine proposals required in connection therewith shall be included in the Proxy Statement or transacted at the PRE Shareholders Meeting. Unless the PRE Board shall have made a Change of Recommendation, as permitted by ‎Section 6.08(e), PRE shall: (i) use its reasonable best efforts to solicit or cause to be solicited from its shareholders, in accordance with applicable Law, its Bye-Laws and the rules and regulations of the NYSE, proxies to secure the PRE Bye-law Amendment and the Requisite PRE Vote; (ii) include the PRE Board Recommendation in the Proxy Statement; and (iii) take all other actions necessary or advisable to secure the PRE Bye-law Amendment and the Requisite PRE Vote. Within 2 Business Days following the Solicitation Period, the PRE Board shall publicly reaffirm the PRE Board Recommendation. PRE agrees that, unless this Agreement has been terminated in accordance with ‎Section 8.01, its obligations pursuant to this ‎Section 5.01 shall not be affected by the commencement, public proposal, public disclosure or communication to PRE of any Acquisition Proposal with respect to PRE or by a Change of Recommendation by the PRE BoardParent Shareholder Approval. (e) Following the PRE Shareholders Meeting and at or prior to the Closing, PRE shall deliver to the corporate secretary of Parent a certificate setting forth the voting results from the PRE Shareholder Meeting.

Preparation of Proxy Statement; Shareholder Meeting. (a) As promptly as practicable following the date acceptance for payment of this Agreement PRE and payment for shares (as evidenced by delivery of cash sufficient to pay the Offer Price with respect to each share of Company Common Stock tendered to the Exchange Agent with irrevocable instructions to pay to tendering shareholders) of the Company Common Stock by Offeror pursuant to the Offer, and if required by applicable law, Company shall prepare and shall cause to be filed file with the SEC a preliminary proxy or information statement in accordance with the Exchange Act relating to the Merger and this Agreement and use all reasonable efforts to obtain and furnish the information required to be included by the Exchange Act and the SEC in such preliminary proxy or information statement and, after consultation with Buyer and MergerCo, to respond promptly to any comments made by the SEC with respect to such preliminary proxy or information statement and cause a definitive proxy or information statement, including any amendment or supplement thereto, to be mailed to Company's shareholders, provided that no amendment or supplement to such preliminary proxy or information statement will be made by Company without consultation with Buyer, MergerCo and their counsel. If, at any time prior to the Shareholders Meeting, any event with respect to Company, its Subsidiaries, directors, officers, and/or the Merger or the other transactions contemplated hereby shall occur, which is required to be described in the Proxy Statement in preliminary formStatement, Company shall so describe such event and, to the extent required by applicable law, shall cause it to be disseminated to Company's shareholders. (b) PRE shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as Company will promptly as practicable after such filing. Parent shall promptly furnish all information concerning it to PRE, including all information required the Exchange Act to be included therein, notify MergerCo and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution Buyer of the Proxy Statement. PRE shall cause the Proxy Statement to include all information reasonably requested by Parent. Each of PRE and Parent shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. PRE shall, as promptly as practicable after (i) the receipt thereof, provide the Parent with copies of any written comments and advise Parent of any oral comments with respect to the Proxy Statement received from the SEC, including any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and shall provide Parent with copies of all written correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. PRE shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning regarding the Proxy Statement and to resolve such comments with (ii) the approval of the Proxy Statement by the SEC. Prior mailing the Proxy Statement or responding to any comments of the SEC with respect thereto, PRE shall: (i) provide Parent with MergerCo and Buyer shall be given a reasonable opportunity to review and comment on such document or response or amendment or supplement as applicable (including all filings with the proposed final version of such document or response) SEC and (ii) give due consideration all mailings to incorporating in such document or response any comments reasonably proposed by Parent. PRE shall also use its reasonable best efforts to take any other action (other than qualifying to do business in any jurisdiction in which it is not so qualified on the date of this Agreement) required to be taken under any applicable securities Laws Company's shareholders in connection with the Transactions, with respect Merger prior to the treatment of PRE Options, PRE SARs and PRE Other Share-Based Awards pursuant to ‎Section 2.03filing or mailing thereof, and PRE Company shall furnish use all information concerning PRE and the PRE Shareholders, holders of PRE Options, PRE SARs and PRE Other Share-Based Awards as may be reasonably requested in connection with any reasonable efforts to reflect all such actioncomments. (c) If, at any time prior to the Effective Time, either PRE or Parent obtains Knowledge If adoption of any information pertaining to it or previously provided by it for inclusion in the Proxy Statement that would require any amendment or supplement to Proxy Statement so that any such document would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, such party shall promptly advise the other party thereof and PRE and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as this Agreement is required by applicable Lawlaw, in disseminating Company will, as promptly as practicable following the information contained in such amendment or supplement acceptance for payment of and payment for shares (as evidenced by delivery of cash sufficient to pay the Offer Price with respect to each share of Company Common Stock tendered to the shareholders Exchange Agent with irrevocable instructions to pay to tendering shareholders) of PRE. (d) PRE shall, the Company Common Stock by Offeror pursuant to the Offer and in accordance consultation with its Bye-Laws MergerCo and applicable LawBuyer, duly call, give notice of, convene and hold a meeting of the Company's shareholders of PRE (the “PRE "Shareholders Meeting”") for purposes the purpose of seeking approving this Agreement and obtaining the transactions contemplated by this Agreement. Company will, through its Board of Directors, recommend to its shareholders approval of the PRE Bye-law Amendment foregoing matters and seek to obtain all votes and approvals thereof by the Requisite PRE Vote shareholders, as soon as reasonably practicable after set forth in Section 4.15; provided, however, that the date obligations contained herein shall be subject to the provisions of Section 7.6 of this Agreement (but and, provided further that such recommendation and other action may be withdrawn, modified or amended if Company determines in no event later than 40 days after good faith, based on advice of its outside counsel, that such action is necessary in order for the mailing Board of Directors of the Proxy Statement)Company to comply with its fiduciary duties under applicable law. Without Subject to the prior written consent foregoing, such recommendation, together with a copy of Parent, no proposals other than the PRE Bye-law Amendment Requisite PRE Vote and routine proposals required opinion referred to in connection therewith Section 4.14 shall be included in the Proxy Statement or transacted at Statement. Company will use all reasonable efforts to hold such Shareholders Meeting as soon as practicable after the PRE date hereof. At the Shareholders Meeting. Unless the PRE Board , Offeror shall have made a Change cause all shares of RecommendationCompany Common Stock then owned by Buyer, as permitted by ‎Section 6.08(e), PRE shall: (i) use its reasonable best efforts to solicit MergerCo or cause any affiliate thereof to be solicited from its shareholdersvoted in favor of the adoption of this Agreement and in favor of any other resolution necessary to approve the transactions contemplated by this Agreement. Notwithstanding the foregoing, if Offeror shall acquire at least 90% of the outstanding Company Common Stock pursuant to the Offer, MergerCo may cause the Merger to occur without a Shareholders Meeting and in accordance with applicable Law, its Bye-Laws and the rules and regulations Article 5.16 of the NYSETBCA; provided, proxies however, that in such event, the rights of shareholders of Company under this Agreement (including, without limitation, the right to secure receive the PRE Bye-law Amendment and Merger Consideration) shall not be adversely affected thereby (other than the Requisite PRE Vote; (ii) include the PRE Board Recommendation in right to receive the Proxy Statement; , attend the Shareholders Meeting and (iii) take all other actions necessary or advisable to secure vote on the PRE Bye-law Amendment and the Requisite PRE Vote. Within 2 Business Days following the Solicitation PeriodMerger, the PRE Board which shall publicly reaffirm the PRE Board Recommendation. PRE agrees that, unless this Agreement has been terminated in accordance with ‎Section 8.01, its obligations pursuant to this ‎Section 5.01 shall not no longer be affected by the commencement, public proposal, public disclosure or communication to PRE of any Acquisition Proposal with respect to PRE or by a Change of Recommendation by the PRE Boardapplicable). (ed) Following the PRE Shareholders Meeting and at or prior Company will cause its transfer agent to make stock transfer records relating to Company available to the Closing, PRE shall deliver extent reasonably necessary to effectuate the corporate secretary intent of Parent a certificate setting forth the voting results from the PRE Shareholder Meetingthis Agreement.

Preparation of Proxy Statement; Shareholder Meeting. (a) As promptly as reasonably practicable and in any event by no later than thirty (30) days following the date of this Agreement PRE Execution Date, Parent shall prepare and (but shall cause not be required to be filed file with the SEC at such time) the Proxy Statement in preliminary form. form for use in obtaining the Parent Shareholder Approval. Subject to Section 5.5, the Proxy Statement shall include the Parent Board Recommendation. Parent shall consult with Buyer concerning the form of preliminary Proxy Statement and give Buyer a reasonable opportunity to comment thereon prior to its filing. Parent shall respond to any comments by the SEC on the Proxy Statement (band provide copies of the same to Buyer) PRE as promptly as reasonably practicable after such filing or within such specific period of time as may be required by the SEC and shall use its all reasonable best efforts to have the such Proxy Statement cleared by the SEC as promptly as practicable after such filing. Parent shall promptly furnish all information concerning it to PRE, including all information required the Exchange Act to be included therein, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. PRE shall cause the Proxy Statement to include all information reasonably requested by Parent. Each of PRE and Parent shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. PRE shall, as promptly as practicable after the receipt thereof, provide the Parent with copies of any written comments and advise Parent of any oral comments with respect to the Proxy Statement received from the SEC, including any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and shall provide Parent with copies of all written correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. PRE shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments in preliminary form has been filed with the SEC. Prior mailing the Proxy Statement or responding to any comments of the SEC with respect thereto, PRE shall: (i) provide Parent with a reasonable opportunity to review and comment on such document or response or amendment or supplement as applicable (including the proposed final version of such document or response) and (ii) give due consideration to incorporating in such document or response any comments reasonably proposed by Parent. PRE shall also use its reasonable best efforts to take any other action (other than qualifying to do business in any jurisdiction in which it is not so qualified on the date of this Agreement) required to be taken under any applicable securities Laws in connection with the Transactions, with respect to the treatment of PRE Options, PRE SARs and PRE Other Share-Based Awards pursuant to ‎Section 2.03, and PRE shall furnish all information concerning PRE and the PRE Shareholders, holders of PRE Options, PRE SARs and PRE Other Share-Based Awards as may be reasonably requested in connection with any such action. (cb) IfFollowing being informed by the SEC that it has no comments (or no further comments, at any time prior to as the Effective Time, either PRE or Parent obtains Knowledge of any information pertaining to it or previously provided by it for inclusion in case may be) on the Proxy Statement that would require any amendment or supplement to Proxy Statement so that any such document would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements thereinStatement, in the light of the circumstances under which they were made, not misleading, such party shall promptly advise the other party thereof and PRE and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the shareholders of PRE. (d) PRE shall, in accordance with its Bye-Laws and applicable Law, duly call, give notice of, convene and hold a meeting of the shareholders of PRE (Parent for the “PRE Shareholders Meeting”) for purposes purpose of seeking the Parent Shareholder Approval and mail the Proxy Statement to the Parent’s shareholders so that, to the extent reasonably practicable, such meeting is held prior to the Shareholder Approval End Date; provided, however, that Parent will not be required to mail the Proxy Statement prior to Buyer obtaining the Buyer Shareholder Approval. Prior to filing or mailing the Proxy Statement or responding to any comments of the SEC, Parent shall provide Buyer with a reasonable opportunity to review and comment on such document or response, provided that Buyer shall provide any such comments within two (2) Business Days of notice from Parent. Subject to Section 5.5, the Parent Board shall approve and recommend that the Parent’s shareholders approve the transactions contemplated by this Agreement (“Parent Board Recommendation”), and the Parent shall, unless there has been a Change of Parent Board Recommendation, use its commercially reasonable efforts to solicit from its shareholders proxies in favor of the approval of the PRE Bye-law Amendment transactions contemplated by this Agreement, and the Requisite PRE Vote as soon as reasonably practicable after the date of this Agreement (but in no event later than 40 days after the mailing of the Proxy Statement). Without the prior written consent of Parent, no proposals other than the PRE Bye-law Amendment Requisite PRE Vote and routine proposals required in connection therewith shall be included in the Proxy Statement or transacted at the PRE Shareholders Meeting. Unless the PRE Board shall have made a Change of Recommendation, as permitted by ‎Section 6.08(e), PRE shall: (i) use its reasonable best efforts to solicit or cause to be solicited from its shareholders, in accordance with applicable Law, its Bye-Laws and the rules and regulations of the NYSE, proxies to secure the PRE Bye-law Amendment and the Requisite PRE Vote; (ii) include the PRE Board Recommendation in the Proxy Statement; and (iii) take all other actions necessary or advisable to secure the PRE Bye-law Amendment and the Requisite PRE Vote. Within 2 Business Days following the Solicitation Period, the PRE Board shall publicly reaffirm the PRE Board Recommendation. PRE agrees that, unless this Agreement has been terminated in accordance with ‎Section 8.01, its obligations pursuant to this ‎Section 5.01 shall not be affected by the commencement, public proposal, public disclosure or communication to PRE of any Acquisition Proposal with respect to PRE or Parent Shareholder Approval by a Change of Recommendation by date no later than the PRE BoardShareholder Approval End Date. (e) Following the PRE Shareholders Meeting and at or prior to the Closing, PRE shall deliver to the corporate secretary of Parent a certificate setting forth the voting results from the PRE Shareholder Meeting.

Preparation of Proxy Statement; Shareholder Meeting. (a) As promptly as practicable following the date of this Agreement PRE shall prepare and shall cause to be filed with the SEC the Proxy Statement in preliminary form. (b) PRE shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable after such filing. Parent shall promptly furnish all information concerning it to PRE, including all information required the Exchange Act to be included therein, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Proxy Statement. PRE shall cause the Proxy Statement to include all information reasonably requested by Parent. Each of PRE and Parent shall promptly correct any information provided by it for use in the Proxy Statement if and to the extent such information shall have become false or misleading in any material respect. PRE shall, as promptly as practicable after the receipt thereof, provide the Parent with copies of any written comments and advise Parent of any oral comments with respect to the Proxy Statement received from the SEC, including any request from the SEC for amendments or supplements to the Proxy Statement or for additional information, and shall provide Parent with copies of all written correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. PRE shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Proxy Statement and to resolve such comments with the SEC. Prior mailing the Proxy Statement or responding to any comments of the SEC with respect thereto, PRE shall: (i) provide Parent with a reasonable opportunity to review and comment on such document or response or amendment or supplement as applicable (including the proposed final version of such document or response) and (ii) give due consideration to incorporating in such document or response any comments reasonably proposed by Parent. PRE shall also use its reasonable best efforts to take any other action (other than qualifying to do business in any jurisdiction in which it is not so qualified on the date of this Agreement) required to be taken under any applicable securities Laws in connection with the Transactions, with respect to the treatment of PRE Options, PRE SARs and PRE Other Share-Based Awards pursuant to ‎Section 2.03Section 2.3, and PRE shall furnish all information concerning PRE and the PRE Shareholders, holders of PRE Options, PRE SARs and PRE Other Share-Based Awards as may be reasonably requested in connection with any such action. (c) If, at any time prior to the Effective Time, either PRE or Parent obtains Knowledge of any information pertaining to it or previously provided by it for inclusion in the Proxy Statement that would require any amendment or supplement to Proxy Statement so that any such document would not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, such party shall promptly advise the other party thereof and PRE and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Proxy Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the shareholders of PRE. (d) PRE shall, in accordance with its Bye-Laws and applicable Law, duly call, give notice of, convene and hold a meeting of the shareholders of PRE (the “PRE Shareholders Meeting”) for purposes of seeking and obtaining the approval of the PRE Bye-law Amendment and the Requisite PRE Vote as soon as reasonably practicable after the date of this Agreement (but in no event later than 40 days after the mailing of the Proxy Statement). Without the prior written consent of Parent, no proposals other than the PRE Bye-law Amendment Requisite PRE Vote and routine proposals required in connection therewith shall be included in the Proxy Statement or transacted at the PRE Shareholders Meeting. Unless the PRE Board shall have made a Change of Recommendation, as permitted by ‎Section 6.08(eSection 6.8(d), PRE shall: (iA) use its reasonable best efforts to solicit or cause to be solicited from its shareholders, in accordance with applicable Law, its Bye-Laws and the rules and regulations of the NYSE, proxies to secure the PRE Bye-law Amendment and the Requisite PRE Vote; (iiB) shall include the PRE Board Recommendation in the Proxy Statement; and (iiiC) take all other actions necessary or advisable to secure the PRE Bye-law Amendment and the Requisite PRE Vote. Within 2 Business Days following the Solicitation Period, the PRE Board shall publicly reaffirm the PRE Board Recommendation. PRE agrees that, unless this Agreement has been terminated in accordance with ‎Section 8.01Section 8.1, its obligations pursuant to this ‎Section 5.01 Section 5.1 shall not be affected by the commencement, public proposal, public disclosure or communication to PRE of any Acquisition Proposal with respect to PRE or by a Change of Recommendation by the PRE Board. (e) Following the PRE Shareholders Meeting and at or prior to the Closing, PRE shall deliver to the corporate secretary of Parent a certificate setting forth the voting results from the PRE Shareholder Meeting.