Shareholder Materials. The Adviser and Distributors shall, as applicable, provide in bulk to the Company or its authorized representative, at a single address and at no expense to the Company, the following shareholder communications materials prepared for circulation to Owners in quantities requested by the Company which are sufficient to allow mailing thereof by the Company and, to the extent required by applicable law, to all Owners: proxy or information statements, annual reports, semi-annual reports, and all initial and updated prospectuses, supplements and amendments thereof. None of the Funds, the Adviser or Distributors shall be responsible for the cost of distributing such materials to Owners.
Shareholder Materials. (a) Within two (2) Business Days after the delivery of same to the shareholders of the Borrower, copies of all financial statements and reports that the Borrower, any Guarantor or any of their respective Subsidiaries sends to the shareholders of the Borrower, and (b) concurrently with the filing thereof, copies of all reports and statements of the Borrower, the Guarantors and their respective Subsidiaries (including proxy and information statements, quarterly, annual and current reports and registration statements, but excluding those pertaining only to employee benefit plans) that it may make to, or file with, the Commission.
Shareholder Materials. Notwithstanding anything to the contrary herein, Interbrew on the one hand and each of the Stichting and EPS, severally but not jointly, on the other hand, agree to indemnify, defend and hold harmless each SB Group Company, its respective directors and officers, and any person who controls such SB Group Company, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, claim or other Liability (including the reasonable cost of investigation) which such SB Group Company or any such person may incur under Applicable Law or otherwise, insofar as such loss, damage, expense, claim or other Liability arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information (including financial statements) furnished by or on behalf of such Party to such SB Group Company for use in any AmBev Shareholders' Meeting Material, or (ii) any omission or alleged omission to state a material fact in connection with such written information specified in clause (i) of this paragraph required to be stated in such AmBev Shareholders' Meeting Materials necessary to make such information not misleading with respect to such Party.
Shareholder Materials. Notwithstanding anything to the contrary herein, each of the SB Group Companies, jointly and severally, agrees to indemnify, defend and hold harmless Interbrew, its directors and officers, and any person who controls Interbrew, and the successors and assigns of all of the foregoing persons from and against any loss, damage, expense, claim or other Liability (including the reasonable cost of investigation) which Interbrew or any such person may incur under Applicable Law or otherwise, insofar as such loss, damage, expense, claim or other Liability arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in and in conformity with information (including financial statements) furnished by or on behalf of such SB Group Company to Interbrew for use in the Interbrew Listing Prospectus or in any amendment or supplement thereto or in Interbrew Shareholders' Meeting Materials, or (ii) any omission or alleged omission to state a material fact in connection with such written information specified in clause (i) of this paragraph required to be stated in such Interbrew Listing Prospectus or in such Shareholders' Meeting Materials necessary to make such information not misleading with respect to any such SB Group Company.
Shareholder Materials. (a) In connection with the Company Meeting (as defined in Section 6.6), as soon as practicable after the date hereof, the Company shall prepare (and Parent shall assist with the Company’s preparation of) materials to be sent to the Company’s shareholders (the “Shareholder Materials”), conforming to the requirements of applicable law and regulations, soliciting the Company Shareholder Approval. Each of the Company and Parent shall furnish all information reasonably requested by the other party in connection with the preparation of the Shareholder Materials.
Shareholder Materials. None of the information supplied by Parent and its affiliates specifically for inclusion in the letter to shareholders, notice of meeting (if applicable), proxy or information statement or proxy (if applicable) sent by Target to its Shareholders shall, at the time such materials are mailed, at the time of the meeting (if applicable) or at the Effective Time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the information supplied by Parent and its affiliates specifically in connection with the Merger shall, at the respective time such documents are supplied, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
Shareholder Materials. To the extent that such information and materials have not already been provided to the Administrative Agent or the Lenders: (a) Within two (2) Business Days after the delivery of same to the shareholders of the Borrower or any Guarantor, copies of all financial statements and reports that the Borrower or any Guarantor sends to the shareholders of the Borrower or any Guarantor, and (b) concurrently with the filing thereof, copies of all reports and statements of the Borrower and the Guarantors (including proxy and information statements, quarterly, annual and current reports and registration statements, but excluding those pertaining only to employee benefit plans) that it may make to, or file with, the Commission.
Shareholder Materials. (a) Within two (2) Business Days after the delivery of same to the shareholders of the Borrower, copies of all financial statements and reports that the Borrower or any of its Subsidiaries sends to the shareholders of the Borrower, and (b) within two (2) Business Days after the filing thereof, copies of all reports and statements of the Borrower and its Subsidiaries (including proxy and information statements, quarterly, annual and current reports and registration statements, but excluding those pertaining only to employee benefit plans) that it may make to, or file with, the Commission.
Shareholder Materials. The Adviser and Distributors shall, as applicable, provide in camera ready or other form mutually agreed to by the parties, the following shareholder communications materials prepared for circulation to Owners: proxy or information statements, annual reports, semi-annual reports, and all initial and updated prospectuses, supplements and amendments thereof. . Adviser or Distributors shall pay any reasonable and necessary costs for tabulating and archiving (to the extent archiving is required by applicable law, rule or regulation) proxy materials of proxies requested by Adviser, the Funds or Distributors, provided Company uses a proxy tabulation service designated by Adviser or Distributors The Adviser or Distributors shall be responsible for a pro-rata share of the reasonable and necessary costs of printing such materials (to the extent the materials relate to the Funds) determined by applying the following formula: A ____ times C B where A is the number of pages dedicated to information about the Fund; B is the total number of pages in the document; and C is the total costs for printing the document. Adviser or Distributors shall pay the Fund's pro-rata share of the postage and handling expenses with respect to such materials that are delivered to Contract Owners, the calculation of which shall be determined by applying the following formula: A ______________ times C A+B+C+D+E where A is the aggregate number of annuity Contract Owners who own shares of the Fund; B is the aggregate number of Contract Owners who own shares of mutual funds advised by FMR Co. and included in the Account; C, D, and E are the aggregate number of Contract Owners who own shares in funds advised by each of the other individual fund companies participating in the Contract; and, C is the total cost of postage and handling to all Contract Owners. The Company shall bear the expenses of distributing the Fund's prospectuses, annual reports and semi-annual reports to prospective Contract Owners. The Company agrees to provide the Fund or its designee with such information as may be reasonably requested by the Fund to assure that the Fund's expenses are calculated in accordance with this section 5.2. 6.
Shareholder Materials. 4.3.1 To the extent not already done, the Company, Buchans and the Offeror shall use all reasonable endeavours to finalise the Scheme Document and other Shareholder Materials on or before 29 June 2017.
