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

Preparation of Proxy Statement; Shareholder Meetings. (a) As promptly as practicable following the date of this Agreement: (i) Axis and PRE shall jointly prepare and shall cause to be filed with the SEC the Joint Proxy Statement in preliminary form and (ii) PRE shall prepare, together with Axis, and cause to be filed with the SEC the Registration Statement in preliminary form, in which the Joint Proxy Statement will be included as a prospectus. (b) Each of Axis and PRE shall use its reasonable best efforts to have the Joint Proxy Statement cleared by the SEC and the Registration Statement declared effective by the SEC as promptly as practicable after such filing and to maintain the effectiveness of the Registration Statement through the Effective Time. Each of Axis and PRE shall promptly furnish all information concerning it or its shareholders and their respective Affiliates to the other, including all information required by the Securities Act and 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 Registration Statement and the Joint Proxy Statement. The Joint Proxy Statement and the Registration Statement shall include all information reasonably requested by such other party to be included therein. Each of PRE and Axis shall promptly correct any information provided by it for use in the Joint Proxy Statement or the Registration Statement, as applicable, if and to the extent such information shall have become false or misleading in any material respect. Each of Axis and PRE shall, as promptly as practicable after the receipt thereof, provide the other party with copies of any written comments and advise the other party of any oral comments with respect to the Joint Proxy Statement and the Registration Statement received from the SEC, including any request from the SEC for amendments or supplements to the Registration Statement or Joint Proxy Statement or for additional information, and shall provide the other party with copies of all written correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of PRE and Axis shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Joint Proxy Statement and the Registration Statement and to resolve such comments with the SEC. Prior to filing the Registration Statement or mailing the Joint Proxy Statement or responding to any comments of the SEC with respect thereto, each of Axis and PRE shall: (i) provide 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) give due consideration to incorporating in such document or response any comments reasonably proposed by the other party. Each of Axis and PRE shall advise the other party, 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 Amalgamated Company Common Shares issuable in the Amalgamated Company Share Issuance for offering or sale in any jurisdiction, and each of Axis and PRE shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Axis and 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 issuance of Amalgamated Company Common Shares pursuant to the Amalgamated Company Share Issuance and the treatment of PRE Options, Axis Options, PRE SARs, PRE Other Share-Based Awards and Axis Other Share-Based Awards pursuant to Section 2.3, and PRE and Axis shall respectively furnish all information concerning PRE, the PRE Shareholders, Axis, the Axis Shareholders and holders of PRE Options, Axis Options, PRE SARs, PRE Other Share-Based Awards and Axis 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 Axis obtains Knowledge of any information pertaining to it or previously provided by it for inclusion in the Registration Statement or the Joint Proxy Statement that would require any amendment or supplement to the Registration Statement or the Joint 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 Axis and PRE shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement and the Registration Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement to the shareholders of the Axis and of PRE. (d) Axis shall, in accordance with its Bye-Laws and applicable Law, as soon as practicable following the date the Registration Statement is declared effective by the SEC: (i) duly call, give notice of, convene and hold a meeting of the shareholders of Axis (the “Axis Shareholders Meeting”) within 45 days of such declaration of effectiveness for purposes of seeking and obtaining the approval of the Axis Bye-Law Amendment and the Requisite Axis Vote and (ii) in furtherance thereof, use its reasonable best efforts to cause the Joint Proxy Statement to be distributed to its shareholders within seven days of such declaration of effectiveness. Without the prior written consent of PRE, no proposals other than the Axis Bye-Law Amendment, the Requisite Axis Vote and routine proposals required in connection therewith shall be included in the Joint Proxy Statement or transacted at the Axis Shareholders Meeting. Unless the Axis Board shall have made a Change of Recommendation, as permitted by Section 5.8(d), Axis shall: (A) use its reasonable best efforts to solicit or cause to be solicited from its shareholders proxies to secure the Axis Bye-Law Amendment and the Requisite Axis Vote, (B) include the Axis Board Recommendation in the Joint Proxy Statement and (C) take all other actions necessary or advisable to secure the Axis Bye-Law Amendment and the Requisite Axis Vote. Axis agrees that, unless this Agreement has been terminated in accordance with Section 7.1, its obligations pursuant to this Section 4.1 shall not be affected by the commencement, public proposal, public disclosure or communication to Axis of any Acquisition Proposal with respect to Axis or by a Change of Recommendation by the Axis Board. (e) PRE shall, in accordance with its Bye-Laws and applicable Law, as soon as practicable following the date the Registration Statement is declared effective by the SEC: (i) duly call, give notice of, convene and hold a meeting of the shareholders of PRE (the “PRE Shareholders Meeting”) within 45 days of such declaration of effectiveness for purposes of seeking and obtaining the Requisite PRE Vote and (ii) in furtherance thereof, use its reasonable best efforts to cause the Joint Proxy Statement to be distributed to its shareholders as soon as practicable within seven days of such declaration of effectiveness. Without the prior written consent of Axis, no proposals other than the Requisite PRE Vote and routine proposals required in connection therewith shall be included in the Joint Proxy Statement or transacted at the PRE Shareholders Meeting. Unless the PRE Board shall have made a Change of Recommendation, as permitted by Section 5.8(d), PRE shall: (A) 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 Requisite PRE Vote, (B) shall include the PRE Board Recommendation in the Joint Proxy Statement and (C) take all other actions necessary or advisable to secure the Requisite PRE Vote. PRE agrees that, unless this Agreement has been terminated in accordance with Section 7.1, its obligations pursuant to this Section 4.1 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. (f) Axis and PRE shall use their commercially reasonable efforts to cause the Axis Shareholders Meeting and the PRE Shareholders Meeting to occur on the same date. Following the Shareholder Meetings and at or prior to the Closing, each of Axis and PRE shall deliver to the corporate secretary of the other party a certificate setting forth the voting results from its respective Shareholder Meeting.

Preparation of Proxy Statement; Shareholder Meetings. (a) As promptly as reasonably practicable following the date of this Agreement: (i) Axis hereof, the Company and PRE Parent shall cooperate in jointly prepare preparing and shall cause to be filed filing with the SEC the Joint Proxy Statement in preliminary form and (ii) PRE shall prepare, together with AxisStatement/Prospectus, and cause to be filed Parent shall prepare and file with the SEC the Registration Statement in preliminary form, in which the Joint Proxy Statement will be included as a prospectus. (b) Form S-4. Each of Axis the Company and PRE Parent shall use its their respective reasonable best efforts to have the Joint Proxy Statement Statement/Prospectus cleared by the SEC and the Registration Statement Form S-4 declared effective by the SEC as promptly as practicable after such filing and to maintain keep the effectiveness of Form S-4 effective as long as is necessary to consummate the Registration Statement through the Effective Time. Each of Axis and PRE shall promptly furnish all information concerning it or its shareholders and their respective Affiliates to the other, including all information required by the Securities Act and 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 Registration Statement and the Joint Proxy StatementMerger. The Joint Proxy Statement Company and the Registration Statement shall include all information reasonably requested by such other party to be included therein. Each of PRE and Axis shall promptly correct any information provided by it for use in the Joint Proxy Statement or the Registration Statement, as applicable, if and to the extent such information shall have become false or misleading in any material respect. Each of Axis and PRE Parent shall, as promptly as practicable after the receipt thereof, provide the other party with copies of any written comments comments, and advise the other party of any oral comments with respect to or communications regarding the Joint Proxy Statement and the Registration Statement Statement/Prospectus or Form S-4 received from the SEC, including any request from the SEC for amendments or supplements to the Registration Statement or Joint Proxy Statement or for additional information, . The Company and Parent shall provide the other party with copies of all written correspondence between it cooperate and its Representatives, on the one hand, and the SEC, on the other hand. Each of PRE and Axis shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Joint Proxy Statement and the Registration Statement and to resolve such comments with the SEC. Prior to filing the Registration Statement or mailing the Joint Proxy Statement or responding to any comments of the SEC with respect thereto, each of Axis and PRE shall: (i) provide the other with a reasonable opportunity to review and comment on such document or response or any amendment or supplement as applicable to the Joint Proxy Statement/Prospectus or the Form S-4 prior to filing the same with the SEC, and such parties will provide promptly each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the proposed final version Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of such document both parties, which approval shall not be unreasonably withheld or response) and (ii) give due consideration delayed; provided, however, that with respect to incorporating documents filed by a party which are incorporated by reference in such document the Form S-4 or response any comments reasonably proposed by Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to disclosures relating to this Agreement, the transactions contemplated hereby or the other party. party or its business, financial condition or results of operations; and provided, further, that the Company, in connection with a Company Change in Recommendation, may amend or supplement the Joint Proxy Statement/Prospectus (including by incorporation by reference) pursuant to a Qualifying Amendment, and this right of approval of Parent shall not apply thereto, and this right of approval also shall be subject to the right of each party to have its Board of Directors’ and, in the case of the Company, the Company Independent Committee’s deliberations and conclusions accurately described. (b) Each of Axis the Company and PRE shall advise the other party, 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 Amalgamated Company Common Shares issuable in the Amalgamated Company Share Issuance for offering or sale in any jurisdiction, and each of Axis and PRE shall Parent will use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminatedcause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders and Parent’s shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each of Axis the Company and PRE Parent 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 issuance of Amalgamated Company Common Shares pursuant to the Amalgamated Company Share Issuance and the treatment of PRE Options, Axis Options, PRE SARs, PRE Other Share-Based Awards and Axis Other Share-Based Awards pursuant to Section 2.3, and PRE and Axis shall respectively furnish all information concerning PRE, it and the PRE Shareholders, Axis, the Axis Shareholders and holders of PRE Options, Axis Options, PRE SARs, PRE Other Share-Based Awards and Axis Other Share-Based Awards its capital stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Class A Common Shares issuable in the Merger for offering or sale in any jurisdiction or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (c) If, at any time prior to the Effective Time, either PRE or Axis 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 that should be set forth in an amendment or supplement to either the Registration Statement Form S-4 or the Joint Proxy Statement that would require any amendment or supplement to Statement/Prospectus, as the Registration Statement or the Joint Proxy Statement case may be, so that any such document documents 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 hereto and, to the extent required by Law, the Company and Axis and PRE 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 Joint Proxy Statement and the Registration Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement disseminated to the shareholders of the Axis Company and of PREParent. (d) Axis shall, in accordance with its Bye-Laws and applicable Law, as soon as practicable following the date the Registration Statement is declared effective by the SEC: (i) The Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of its shareholders as soon as practicable after the Form S-4 is declared effective under the Securities Act (the “Company Shareholder Meeting”) for the purpose of obtaining the Company Shareholder Approval with respect to the transactions contemplated by this Agreement and shall take all lawful action to solicit the adoption of this Agreement. In furtherance of the foregoing, except as set forth in Section 6.6(a), the Board of Directors of the Company and the Company Independent Committee shall recommend adoption of this Agreement by the shareholders of Axis the Company as set forth in Sections 4.3(b) and 4.3(c) (the “Axis Shareholders MeetingCompany Recommendation”) within 45 days of such declaration of effectiveness for purposes of seeking and obtaining the approval of the Axis Bye-Law Amendment and the Requisite Axis Vote and (ii) in furtherance thereof, use its reasonable best efforts to cause the Joint Proxy Statement to be distributed to its shareholders within seven days of such declaration of effectiveness. Without the prior written consent of PRE, no proposals other than the Axis Bye-Law Amendment, the Requisite Axis Vote and routine proposals required in connection therewith shall be included in the Joint Proxy Statement or transacted at the Axis Shareholders Meeting. Unless the Axis Board shall have made a Change of Recommendation, as permitted by Section 5.8(d), Axis shall: (A) use its reasonable best efforts to solicit or cause to be solicited from its shareholders proxies to secure the Axis Bye-Law Amendment and the Requisite Axis Vote, (B) include the Axis Board Recommendation in the Joint Proxy Statement and (C) take all other actions necessary or advisable to secure the Axis Bye-Law Amendment and the Requisite Axis Vote. Axis agrees that, unless this Agreement has been terminated in accordance with Section 7.1, its obligations pursuant to this Section 4.1 shall not be affected by the commencement, public proposal, public disclosure or communication to Axis of any Acquisition Proposal with respect to Axis or by a Change of Recommendation by the Axis Board. (e) PRE shall, in accordance with its Bye-Laws and applicable Law, as soon as practicable following the date the Registration Statement is declared effective by the SEC: (i) Parent shall duly take all lawful action to call, give notice of, convene and hold a meeting of the shareholders of PRE (the “PRE Shareholders Meeting”) within 45 days of such declaration of effectiveness for purposes of seeking and obtaining the Requisite PRE Vote and (ii) in furtherance thereof, use its reasonable best efforts to cause the Joint Proxy Statement to be distributed to its shareholders as soon as practicable within seven days after the Form S-4 is declared effective under the Securities Act (the “Parent Shareholder Meeting”) for the purpose of such declaration obtaining the Parent Share Issuance Approval and shall take all lawful action to solicit the Parent Share Issuance Approval. The Board of effectiveness. Without Directors of Parent shall recommend approval of the prior written consent issuance of Axis, no proposals other than the Requisite PRE Vote and routine proposals required in connection therewith shall be included Parent Class A Common Shares in the Joint Proxy Statement or transacted at the PRE Shareholders Meeting. Unless the PRE Board shall have made a Change of Recommendation, as permitted by Section 5.8(d), PRE shall: (A) 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 Requisite PRE Vote, (B) shall include the PRE Board Recommendation in the Joint Proxy Statement and (C) take all other actions necessary or advisable to secure the Requisite PRE Vote. PRE agrees that, unless this Agreement has been terminated in accordance with Section 7.1, its obligations pursuant to this Section 4.1 shall not be affected Merger 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 BoardParent as set forth in Section 5.3(b). (f) Axis and PRE shall use their commercially reasonable efforts to cause the Axis Shareholders Meeting and the PRE Shareholders Meeting to occur on the same date. Following the Shareholder Meetings and at or prior to the Closing, each of Axis and PRE shall deliver to the corporate secretary of the other party a certificate setting forth the voting results from its respective Shareholder Meeting.

Preparation of Proxy Statement; Shareholder Meetings. (a) As promptly as reasonably practicable following the date of this Agreement: (i) Axis hereof, the Company and PRE Parent shall cooperate in jointly prepare preparing and shall cause to be filed filing with the SEC the Joint Proxy Statement in preliminary form and (ii) PRE shall prepare, together with AxisStatement/Prospectus, and cause to be filed Parent shall prepare and file with the SEC the Registration Statement in preliminary form, in which the Joint Proxy Statement will be included as a prospectus. (b) Form S-4. Each of Axis the Company and PRE Parent shall use its their respective reasonable best efforts to have the Joint Proxy Statement Statement/Prospectus cleared by the SEC and the Registration Statement Form S-4 declared effective by the SEC as promptly as practicable after such filing and to maintain keep the effectiveness of Form S-4 effective as long as is necessary to consummate the Registration Statement through the Effective Time. Each of Axis and PRE shall promptly furnish all information concerning it or its shareholders and their respective Affiliates to the other, including all information required by the Securities Act and 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 Registration Statement and the Joint Proxy StatementMerger. The Joint Proxy Statement Company and the Registration Statement shall include all information reasonably requested by such other party to be included therein. Each of PRE and Axis shall promptly correct any information provided by it for use in the Joint Proxy Statement or the Registration Statement, as applicable, if and to the extent such information shall have become false or misleading in any material respect. Each of Axis and PRE Parent shall, as promptly as practicable after the receipt thereof, provide the other party with copies of any written comments comments, and advise the other party of any oral comments with respect to or communications regarding the Joint Proxy Statement and the Registration Statement Statement/Prospectus or Form S-4 received from the SEC, including any request from the SEC for amendments or supplements to the Registration Statement or Joint Proxy Statement or for additional information, . The Company and Parent shall provide the other party with copies of all written correspondence between it cooperate and its Representatives, on the one hand, and the SEC, on the other hand. Each of PRE and Axis shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments received from the SEC concerning the Joint Proxy Statement and the Registration Statement and to resolve such comments with the SEC. Prior to filing the Registration Statement or mailing the Joint Proxy Statement or responding to any comments of the SEC with respect thereto, each of Axis and PRE shall: (i) provide the other with a reasonable opportunity to review and comment on such document or response or any amendment or supplement as applicable to the Joint Proxy Statement/Prospectus or the Form S-4 prior to filing the same with the SEC, and such parties will provide promptly each other with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the proposed final version Joint Proxy Statement/Prospectus or the Form S-4 shall be made without the approval of such document both parties, which approval shall not be unreasonably withheld or response) and (ii) give due consideration delayed; provided, however, that with respect to incorporating documents filed by a party which are incorporated by reference in such document the Form S-4 or response any comments reasonably proposed by Joint Proxy Statement/Prospectus, this right of approval shall apply only with respect to disclosures relating to this Agreement, the transactions contemplated hereby or the other party. party or its business, financial condition or results of operations; and provided, further, that the Company, in connection with a Company Change in Recommendation, may amend or supplement the Joint Proxy Statement/Prospectus (including by incorporation by reference) pursuant to a Qualifying Amendment, and this right of approval of Parent shall not apply thereto, and this right of approval also shall be subject to the right of each party to have its Board of Directors' and, in the case of the Company, the Company Independent Committee's deliberations and conclusions accurately described. (b) Each of Axis the Company and PRE shall advise the other party, 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 Amalgamated Company Common Shares issuable in the Amalgamated Company Share Issuance for offering or sale in any jurisdiction, and each of Axis and PRE shall Parent will use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminatedcause the Joint Proxy Statement/Prospectus to be mailed to the Company's shareholders and Parent's shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Each of Axis the Company and PRE Parent 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 issuance of Amalgamated Company Common Shares pursuant to the Amalgamated Company Share Issuance and the treatment of PRE Options, Axis Options, PRE SARs, PRE Other Share-Based Awards and Axis Other Share-Based Awards pursuant to Section 2.3, and PRE and Axis shall respectively furnish all information concerning PRE, it and the PRE Shareholders, Axis, the Axis Shareholders and holders of PRE Options, Axis Options, PRE SARs, PRE Other Share-Based Awards and Axis Other Share-Based Awards its capital stock as may be reasonably requested in connection with any such action. Each party will advise the other party, promptly after it receives notice thereof, of the time when the Form S-4 has become effective, the issuance of any stop order, the suspension of the qualification of the Parent Class A Common Shares issuable in the Merger for offering or sale in any jurisdiction or any request by the SEC for amendment of the Joint Proxy Statement/Prospectus or the Form S-4. (c) If, at any time prior to the Effective Time, either PRE or Axis 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 that should be set forth in an amendment or supplement to either the Registration Statement Form S-4 or the Joint Proxy Statement that would require any amendment or supplement to Statement/Prospectus, as the Registration Statement or the Joint Proxy Statement case may be, so that any such document documents 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 hereto and, to the extent required by Law, the Company and Axis and PRE 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 Joint Proxy Statement and the Registration Statement and, as required by applicable Law, in disseminating the information contained in such amendment or supplement disseminated to the shareholders of the Axis Company and of PREParent. (d) Axis shall, in accordance with its Bye-Laws and applicable Law, as soon as practicable following the date the Registration Statement is declared effective by the SEC: (i) The Company shall duly take all lawful action to call, give notice of, convene and hold a meeting of its shareholders as soon as practicable after the Form S-4 is declared effective under the Securities Act (the "Company Shareholder Meeting") for the purpose of obtaining the Company Shareholder Approval with respect to the transactions contemplated by this Agreement and shall take all lawful action to solicit the adoption of this Agreement. In furtherance of the foregoing, except as set forth in Section 6.6(a), the Board of Directors of the Company and the Company Independent Committee shall recommend adoption of this Agreement by the shareholders of Axis the Company as set forth in Sections 4.3(b) and 4.3(c) (the “Axis Shareholders Meeting”) within 45 days of such declaration of effectiveness for purposes of seeking and obtaining the approval of the Axis Bye-Law Amendment and the Requisite Axis Vote and (ii) in furtherance thereof, use its reasonable best efforts to cause the Joint Proxy Statement to be distributed to its shareholders within seven days of such declaration of effectiveness. Without the prior written consent of PRE, no proposals other than the Axis Bye-Law Amendment, the Requisite Axis Vote and routine proposals required in connection therewith shall be included in the Joint Proxy Statement or transacted at the Axis Shareholders Meeting. Unless the Axis Board shall have made a Change of "Company Recommendation, as permitted by Section 5.8(d"), Axis shall: (A) use its reasonable best efforts to solicit or cause to be solicited from its shareholders proxies to secure the Axis Bye-Law Amendment and the Requisite Axis Vote, (B) include the Axis Board Recommendation in the Joint Proxy Statement and (C) take all other actions necessary or advisable to secure the Axis Bye-Law Amendment and the Requisite Axis Vote. Axis agrees that, unless this Agreement has been terminated in accordance with Section 7.1, its obligations pursuant to this Section 4.1 shall not be affected by the commencement, public proposal, public disclosure or communication to Axis of any Acquisition Proposal with respect to Axis or by a Change of Recommendation by the Axis Board. (e) PRE shall, in accordance with its Bye-Laws and applicable Law, as soon as practicable following the date the Registration Statement is declared effective by the SEC: (i) Parent shall duly take all lawful action to call, give notice of, convene and hold a meeting of the shareholders of PRE (the “PRE Shareholders Meeting”) within 45 days of such declaration of effectiveness for purposes of seeking and obtaining the Requisite PRE Vote and (ii) in furtherance thereof, use its reasonable best efforts to cause the Joint Proxy Statement to be distributed to its shareholders as soon as practicable within seven days after the Form S-4 is declared effective under the Securities Act (the "Parent Shareholder Meeting") for the purpose of such declaration obtaining the Parent Share Issuance Approval and shall take all lawful action to solicit the Parent Share Issuance Approval. The Board of effectiveness. Without Directors of Parent shall recommend approval of the prior written consent issuance of Axis, no proposals other than the Requisite PRE Vote and routine proposals required in connection therewith shall be included Parent Class A Common Shares in the Joint Proxy Statement or transacted at the PRE Shareholders Meeting. Unless the PRE Board shall have made a Change of Recommendation, as permitted by Section 5.8(d), PRE shall: (A) 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 Requisite PRE Vote, (B) shall include the PRE Board Recommendation in the Joint Proxy Statement and (C) take all other actions necessary or advisable to secure the Requisite PRE Vote. PRE agrees that, unless this Agreement has been terminated in accordance with Section 7.1, its obligations pursuant to this Section 4.1 shall not be affected Merger 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 BoardParent as set forth in Section 5.3(b). (f) Axis and PRE shall use their commercially reasonable efforts to cause the Axis Shareholders Meeting and the PRE Shareholders Meeting to occur on the same date. Following the Shareholder Meetings and at or prior to the Closing, each of Axis and PRE shall deliver to the corporate secretary of the other party a certificate setting forth the voting results from its respective Shareholder Meeting.