Miscellaneous 15. To the Holders of Common Stock of The Brazilian Investment ----------------------------------------------------------- Fund, Inc.: ----------- The Brazilian Investment Fund, Inc., a Maryland corporation (the "Fund"), hereby offers to purchase 514,043.873 shares of its Common Stock, par value $.01 per share (the "Shares"), at a price per Share, net to the seller in cash, equal to the net asset value in U.S. dollars ("NAV") per share as of 5:00 P.M., New York City time on the Expiration Date (as herein defined) upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Trans mittal (which together constitute the "Offer"). THE OFFER IS CONDITIONED UPON NO MORE THAN 514,043.873 SHARES BEING TENDERED AND NOT WITHDRAWN AS OF THE EXPIRATION DATE. THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 12. THIS OFFER IS BEING MADE PURSUANT TO ARTICLE ELEVENTH OF THE FUND'S ARTICLES OF INCORPORATION ("ARTICLE ELEVENTH"), WHICH REQUIRES THE FUND, FOR SO LONG AS THE FUND'S COMMON STOCK IS NOT LISTED ON A STOCK EXCHANGE, TO MAKE PERIODIC OFFERS TO PURCHASE ALL SHARES OF ITS COMMON STOCK. IF MORE THAN 514,043.873 SHARES ARE TENDERED, THE FUND WILL NOT PURCHASE ANY SHARES IN THE OFFER AND, PURSUANT TO ARTICLE ELEVENTH, THE BOARD OF DIRECTORS OF THE FUND SHALL CONVENE A SHAREHOLDERS MEETING TO CONSIDER A PLAN OF LIQUIDATION OF THE FUND. NEITHER THE FUND NOR ITS BOARD OF DIRECTORS NOR XXXXXX XXXXXXX ASSET MANAGEMENT INC. (THE "INVESTMENT ADVISER") NOR ITS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION TO ANY SHAREHOLDER AS TO WHETHER TO TENDER OR REFRAIN FROM TENDERING SHARES. EACH SHAREHOLDER MUST MAKE HIS OWN DECISION WHETHER TO TENDER SHARES AND, IF SO, HOW MANY SHARES TO TENDER AND AT WHAT PRICES.THE FUND HAS BEEN ADVISED THAT NO DIRECTOR OR EXECUTIVE OFFICER OF THE FUND INTENDS TO TENDER ANY SHARES PURSUANT TO THE OFFER. As of April 4, 1997, there were outstanding 1,028,087.747 Shares. As of March 31, 1997, there were approximately 53 holders of record of Shares. The Shares are not currently publicly traded. On April 4, 1997, the NAV per Share was $59.52. Shareholders are urged to contact Chase Global Funds Services Company (the "Depository") at (000) 000-0000 to obtain current NAV quotations for the Shares. See Section 6. Pursuant to the requirements of Article Eleventh, the Fund currently intends each quarter to make a tender offer for its shares of Common Stock at a price per share equal to the then curren...
Miscellaneous 15. 1. This Agreement and the information that is incorporated into this Agreement by written reference represents the complete agreement between you and XXXX concerning your license of the Software and replaces all previous agreements, memoranda, discussions or negotiations.
Miscellaneous 15. Further Assurances At any time, and from time to time, after the Closing Date, each party will execute such additional instruments and take such action as may be reasonably requested by the other party to confirm or perfect title to any property transferred hereunder or otherwise to carry out the intent and purposes of this Agreement. 15.1 Waiver Any failure on the part of any party hereto to comply with any of its obligations, agreements or conditions hereunder may be waived in writing by the party to whom such compliance is owed. 15.2 Amendment This Agreement may be amended only in writing as agreed to by all parties hereto. 15.3 Notices All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered in person or sent by prepaid first class registered or certified mail, return receipt requested.
Miscellaneous 15
