Common use of Mailings to Beneficiaries Clause in Contracts

Mailings to Beneficiaries. With respect to each Meeting and Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Marathon utilizes in communications to Marathon Shareholders, subject to the Trustee’s ability to provide this method of communication and upon being advised in writing of such method) to each of the Beneficiaries named in the List on the same day as the initial mailing or notice (or other communication) with respect thereto is given by Marathon to Marathon Shareholders: (a) a copy of such notice, together with any proxy or information statement and related materials (but excluding proxies to vote Marathon Shares) to be provided to Marathon Shareholders; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Meeting or Consent, as the case may be, or, pursuant to Section 4.7 hereof, to attend such Meeting and to exercise personally the Beneficiary Votes thereat as proxy of the Trustee; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or such Beneficiary’s designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Marathon to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Meeting shall not be less than 24 hours prior to such meeting, and (ii) the method for revoking or amending such instructions. The materials referred to above are to be provided by Marathon to the Trustee, but shall be subject to review and comment by the Trustee. For the purposes of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any such Meeting or Consent, the number of Exchangeable Shares owned as of record by the Beneficiary and the current Exchange Ratio shall be determined at the close of business on the record date established by Marathon or by applicable law for purposes of determining Marathon Shareholders entitled to vote at such Meeting or to give written consent in connection with such Consent. Marathon will notify the Trustee in writing of any decision of the board of directors of Marathon with respect to the calling of any such Meeting or the seeking of such Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Beneficiaries. With respect to each Parent Meeting and Parent Consent, the Trustee Agent will mail or cause to be mailed (or otherwise communicate in the same manner as Marathon Parent utilizes in communications to Marathon Shareholdersholders of Parent Common Shares, subject to the Trustee’s ability to provide this method of communication and upon Agent being advised in writing of such method of communication and its ability to provide such method) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the initial mailing or notice (or other communication) with respect thereto is given commenced by Marathon Parent to Marathon Shareholdersits shareholders: (a) a copy of such notice, together with any proxy or information statement and related materials (but excluding proxies to vote Marathon Shares) to be provided to Marathon Shareholdersshareholders of Parent; (b) a statement that such Beneficiary is entitled to instruct the Trustee Agent as to the exercise of the Beneficiary Votes with respect to such Parent Meeting or Consent, as the case may be, Parent Consent or, pursuant to Section 4.7 hereofsection 4.7, to attend such Parent Meeting and to exercise personally the Beneficiary Votes thereat as proxy of the Trusteethereat; (c) a statement as to the manner in which such instructions may be given to the TrusteeAgent, including an express indication that instructions may be given to the Trustee Agent to give: (i) a proxy to such Beneficiary or such Beneficiary’s his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Marathon Parent to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee Agent as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee Agent in order to be binding upon it, which in the case of a Parent Meeting shall not be less earlier than 24 hours the close of business on the second Business Day prior to such meeting, and (ii) of the method for revoking or amending such instructions. The materials referred to above are to in sections 4.3(a) through 4.3(f) inclusive shall be provided by Marathon Parent to the Trustee, but shall be subject to review and comment by the TrusteeAgent. For the purposes purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any such Parent Meeting or Parent Consent, the number of Exchangeable Shares owned as of record by the Beneficiary and the current Exchange Ratio shall be determined at the close of business on the record date established by Marathon Parent or by applicable law for purposes of determining Marathon Shareholders shareholders entitled to vote at such Parent Meeting or to give written consent in connection with such execute a Parent Consent. Marathon Parent will notify the Trustee in writing Agent of any decision of the board Board of directors Directors of Marathon Parent with respect to the calling of any such Parent Meeting or the seeking of such a Parent Consent and shall provide all necessary information and materials to the Trustee Agent in each case promptly and in any event in sufficient time to enable the Trustee Agent to perform its obligations contemplated by this Section section 4.3.

Mailings to Beneficiaries. With respect to each Holdings Meeting and Holdings Consent, the Trustee will promptly mail or cause to be mailed (or otherwise communicate in the same manner as Marathon Holdings utilizes in communications to Marathon Shareholdersholders of Holdings Shares, subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee’s ability to provide this method of communication and upon being advised in writing of such method) to each of the Beneficiaries of the Exchangeable Units named in the List referred to in Section 4.6, such mailing or communication to be made on the same day as the initial mailing or notice (or other communication) with respect thereto is given commenced by Marathon Holdings to Marathon Shareholdersits shareholders: (a) a copy of such notice, together with any related materials, including any proxy statement or information statement and related materials (but excluding proxies to vote Marathon Holdings Shares) ), to be provided to Marathon Shareholdersshareholders of Holdings; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Holdings Meeting or Consent, Holdings Consent solely as the case may be, or, pursuant to Section 4.7 hereof, to attend such Meeting and to exercise personally the Beneficiary Votes thereat as proxy of the Trusteeextent provided in this Agreement; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to givegive or procure to be given: (i) a proxy to such Beneficiary or such Beneficiary’s his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Marathon Holdings to exercise such Beneficiary Votes; (d) a statement that that, solely to the extent provided in this Agreement, if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercisedexercised by the Trustee; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Holdings Meeting shall not be less earlier than 24 hours three (3) Business Days prior to such meetingthe last day that proxies in respect of the Holdings Meeting may be submitted, and (ii) of the method for revoking or amending such instructions. The materials referred to above in this Section 4.3 are to be provided by Marathon to the TrusteeTrustee by Holdings, but and the materials referred to in Sections 4.3(c) (statement as to the manner in which instructions may be given), 4.3(e) (form of direction) and 4.3(f) (statement of the time and date by which instructions must be received) shall be subject to review and reasonable comment by the TrusteeTrustee in a timely manner. For the purposes purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any such Holdings Meeting or Holdings Consent, the number of Exchangeable Shares Units owned as of record by the such Beneficiary and the current Exchange Ratio shall be determined at the close of business on the record date established by Marathon Holdings or by applicable law for purposes of determining Marathon Shareholders shareholders entitled to vote at such Meeting or to give written consent in connection with such ConsentHoldings Meeting. Marathon Holdings will notify the Trustee in writing of any decision of the board Holdings Board of directors of Marathon Directors with respect to the calling of any such Holdings Meeting or the seeking of such Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Beneficiaries. With respect to each Holdings Meeting and Holdings Consent, the Trustee will promptly mail or cause to be mailed (or otherwise communicate in the same manner as Marathon Holdings utilizes in communications to Marathon Shareholdersholders of Holdings Shares, subject to applicable regulatory requirements and provided such manner of communications is reasonably available to the Trustee’s ability to provide this method of communication and upon being advised in writing of such method) to each of the Beneficiaries of the Exchangeable Units named in the List referred to in Section 4.6, such mailing or communication to be made on the same day as the initial mailing or notice (or other communication) with respect thereto is given commenced by Marathon Holdings to Marathon Shareholdersits shareholders: (a) a copy of such notice, together with any related materials, including any proxy statement or information statement and related materials (but excluding proxies to vote Marathon Holdings Shares) ), to be provided to Marathon Shareholdersshareholders of Holdings; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Holdings Meeting or Consent, Holdings Consent solely as the case may be, or, pursuant to Section 4.7 hereof, to attend such Meeting and to exercise personally the Beneficiary Votes thereat as proxy of the Trusteeextent provided in this Agreement; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to givegive or procure to be given: (i) a proxy to such Beneficiary or such Beneficiary’s his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Marathon Holdings to exercise such Beneficiary Votes; (d) a statement that that, solely to the extent provided in this Agreement, if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercisedexercised by the Trustee; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Holdings Meeting shall not be less earlier than 24 hours three (3) Business Days prior to such meetingthe last day that proxies in respect of the Holdings Meeting may be submitted, and (ii) of the method for revoking or amending such instructions. The materials referred to above in this Section 4.3 are to be provided by Marathon to the TrusteeTrustee by Holdings, but and the materials referred to in Sections 4.3(c) (statement as to the manner in which instructions may be given), 4.3(e) (form of direction) and 4.3(f) (statement of the time and date by which instructions must be received) shall be subject to review and reasonable comment by the TrusteeTrustee in a timely manner. For the purposes purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any such Holdings Meeting or Holdings Consent, the number of Exchangeable Shares Units owned as of record by the such Beneficiary and the current Exchange Ratio shall be determined at the close of business on the record date established by Marathon or by applicable law for purposes of determining Marathon Shareholders entitled Record Date and notified to vote at such Meeting or the Trustee pursuant to give written consent in connection with such ConsentSection 4.6. Marathon Holdings will notify the Trustee in writing of any decision of the board Holdings Board of directors of Marathon Directors with respect to the calling of any such Holdings Meeting or the seeking of such Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.34.3 (including notifying the Trustee whether such vote will be subject to Section 4.1(c) hereof).

Mailings to Beneficiaries. With respect to each Parent Meeting and Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Marathon Parent utilizes in communications to Marathon Shareholdersholders of Parent Common Shares, subject to the Trustee’s Trustee being advised in writing of such method and its ability to provide this method of communication and upon being advised in writing of such methodcommunication) to each of the Beneficiaries named in the List (as hereinafter defined) at the Beneficiary's address as set forth on the List on the same day as the initial mailing or notice (or other communication) with respect thereto is given by Marathon Parent to Marathon Shareholdersits shareholders: (a1) a copy of such notice, together with any proxy or information statement and related materials including, without limitation, any information statement, to be provided to shareholders of Parent (but excluding proxies to vote Marathon Parent Common Shares) to be provided to Marathon Shareholders); (b2) a clear and concise statement explaining the reason for the mailed material being solely in relation to Parent and not in relation to the Company, such statement to include a reference to the economic equivalency between the Exchangeable Shares and the Parent Common Shares; (3) a statement that such Beneficiary is entitled entitled, subject to the provisions of section 4.10, to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such Parent Meeting or Parent Consent, as the case may be, or, pursuant and subject to Section 4.7 hereofsection 4.10, to attend such Parent Meeting and to exercise personally the Beneficiary Votes thereat as proxy of the Trusteethereat; (c4) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i1) a proxy to such Beneficiary or such Beneficiary’s his designee to exercise personally the such Beneficiary's Beneficiary Votes; or (ii2) a proxy to a designated agent or other representative of the management of Marathon Parent to exercise such Beneficiary's Beneficiary Votes; (d5) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e6) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f7) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a Parent Meeting shall not be less earlier than 24 hours the close of business on the second Business Day prior to such meeting, and (ii) of the method for revoking or amending such instructions. The materials referred to above are to be provided by Marathon to the Trustee, but shall be subject to review and comment by the Trustee. For the purposes of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any such Meeting or Consent, the number of Exchangeable Shares owned as of record by the Beneficiary and the current Exchange Ratio shall be determined at the close of business on the record date established by Marathon or by applicable law for purposes of determining Marathon Shareholders entitled to vote at such Meeting or to give written consent in connection with such Consent. Marathon will notify the Trustee in writing of any decision of the board of directors of Marathon with respect to the calling of any such Meeting or the seeking of such Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Beneficiaries. With respect to each Apta Meeting and Apta Consent, the Trustee will Agent shall mail or cause to be mailed (or otherwise communicate in the same manner as Marathon Apta utilizes in communications to Marathon Shareholdersholders of Apta Common Shares, subject to the Trustee’s ability to provide this method of communication and upon Agent being advised in writing of such method of communication and its ability to provide such method) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the initial mailing or notice (or other communication) with respect thereto is given commenced by Marathon Apta to Marathon Shareholdersits shareholders: (a) a copy of such notice, together with any proxy or information statement and related materials (but excluding proxies to vote Marathon Shares) to be provided to Marathon Shareholdersshareholders of Apta; (b) a statement that such Beneficiary is entitled to instruct the Trustee Agent as to the exercise of the Beneficiary Votes with respect to such Apta Meeting or Consent, as the case may be, Apta Consent or, pursuant to Section 4.7 hereofsection 4.7, to attend such Apta Meeting and to exercise personally the Beneficiary Votes thereat as proxy of the Trusteethereat; (c) a statement as to the manner in which such instructions may be given to the TrusteeAgent, including an express indication that instructions may be given to the Trustee Agent to give: (i) a proxy to such Beneficiary or such Beneficiary’s his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Marathon Apta to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee Agent as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee Agent in order to be binding upon it, which in the case of a Apta Meeting shall not be less earlier than 24 hours the close of business on the second Business Day prior to such meeting, and (ii) of the method for revoking or amending such instructions. The materials referred to above are to in sections 4.3(a) through 4.3(f) inclusive shall be provided by Marathon Apta to the Trustee, but shall be subject to review and comment by the TrusteeAgent. For the purposes purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any such Apta Meeting or Apta Consent, the number of Exchangeable Shares owned as of record by the Beneficiary and the current Exchange Ratio shall be determined at the close of business on the record date established by Marathon Apta or by applicable law for purposes of determining Marathon Shareholders shareholders entitled to vote at such Apta Meeting or to give written consent in connection with such execute a Apta Consent. Marathon Exchangeco shall make such determination and shall promptly advise the Agent of the number of Beneficiaries entitled to vote and the number of Exchangeable Shares held by each of them. Apta will notify the Trustee in writing Agent of any decision of the board Board of directors Directors of Marathon Apta with respect to the calling of any such Apta Meeting or the seeking of such a Apta Consent and shall provide all necessary information and materials to the Trustee Agent in each case promptly and in any event in sufficient time to enable the Trustee Agent to perform its obligations contemplated by this Section section 4.3.

Mailings to Beneficiaries. With respect to each InfoSpace Meeting and InfoSpace Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as Marathon InfoSpace utilizes in communications to Marathon Shareholdersholders of InfoSpace Common Shares, subject to the Trustee’s ability to provide this method of communication and upon Trustee being advised in writing of such method of communication and its ability to provide such method) to each of the Beneficiaries named in the List referred to in section 4.6, such mailing or communication to commence on the same day as the initial mailing or notice (or other communication) with respect thereto is given commenced by Marathon InfoSpace to Marathon Shareholdersits shareholders: (a) a copy of such notice, together with any proxy or information statement and related materials (but excluding proxies to vote Marathon Shares) to be provided to Marathon Shareholdersshareholders of InfoSpace; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such InfoSpace Meeting or Consent, as the case may be, InfoSpace Consent or, pursuant to Section 4.7 hereofsection 4.7, to attend such InfoSpace Meeting and to exercise personally the Beneficiary Votes thereat as proxy of the Trusteethereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or such Beneficiary’s his designee to exercise personally the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of Marathon InfoSpace to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a an InfoSpace Meeting shall not be less earlier than 24 hours the close of business on the second Business Day prior to such meeting, and (ii) of the method for revoking or amending such instructions. The materials referred to above are to in sections 4.3(a) through 4.3(f) inclusive shall be provided by Marathon InfoSpace to the Trustee, but shall be subject to review and comment by the Trustee. For the purposes purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any such InfoSpace Meeting or InfoSpace Consent, the number of Locus Exchangeable Shares owned as of record by the Beneficiary and the current Exchange Ratio shall be determined at the close of business on the record date established by Marathon InfoSpace or by applicable law for purposes of determining Marathon Shareholders shareholders entitled to vote at such InfoSpace Meeting or to give written consent in connection with such execute an InfoSpace Consent. Marathon InfoSpace will notify the Trustee in writing of any decision of the board Board of directors Directors of Marathon InfoSpace with respect to the calling of any such InfoSpace Meeting or the seeking of such an InfoSpace Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.