Shareholder Materials Clause Samples

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) 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. 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. 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 AccountCompany; 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.

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. (b) The Shareholder Materials shall include the recommendation of the Company’s board of directors described in Section 6.4. (c) The Company shall (and Parent shall assist the Company as reasonably necessary to) cause the Shareholder Materials to be mailed to all shareholders of the Company as promptly as practicable after the date hereof; provided, that any such mailing shall not be made without Parent’s approval, which approval shall not be unreasonably withheld or delayed. The Company shall supply Parent with copies of all correspondence between the Company or its representatives, on the one hand, and any regulatory or governmental authority, on the other hand, with respect to the Shareholder Materials. Without limiting the generality of the 26 foregoing, the Shareholder Materials and all other proxy materials shall be subject to the review and approval of Parent, which approval shall not be unreasonably withheld. (d) If, at any time prior to the Effective Time, any event or circumstance relating to the Company or any of its affiliates, officers or directors is discovered by the Company that is required to be set forth in the Shareholder Materials the Company will promptly inform Parent. (e) The Company shall ensure that the Shareholder Materials comply in all material respects with the requirements of applicable law. (f) As of the date of the mailing of the Shareholder Materials, and as of the date of the Company Meeting, the Company shall ensure that the Shareholder Materials (as they may have theretofore been amended) will not contain any untrue statement of material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading; provided, however, that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent expressly for inclusion in the Shareholder Materials. (g) None of ...

Shareholder Materials. Within 5 Business Days of the execution of this Agreement, the Company will deliver the information that may be required to be given to the Shareholders pursuant to the Laws of the British Virgin Islands in connection with the Merger (the “Shareholder Materials”) to all Shareholders entitled to receive such under the Laws of the British Virgin Islands Prior to the delivery of the Shareholder Materials, the Company will have given the Purchaser and its counsel a reasonable opportunity (but in no event fewer than three Business Days) to review and comment on reasonably final drafts of the Shareholder Materials. The Shareholder Materials will also specify the address to which any notices concerning dissenters’ rights must be sent and will request that a copy of such notice be sent to the Purchaser at an address specified by the Purchaser. At the time it is sent and at all times subsequent thereto (through and including the Effective Time), the Shareholder Materials will not 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, not misleading; provided, however, that the Company will not be responsible for information about the Purchaser which is accurately stated from information which the Purchaser has publicly released or filed or otherwise provided by the Purchaser or its representatives (including counsel), in writing, for use in the Shareholder Materials. If, at any time prior to the Effective Time, any event or information should be discovered by the Company which should be set forth in an amendment or supplement to the Shareholder Materials, then the Company will promptly inform the Purchaser of such occurrence, and the Company will deliver to the Shareholders such amendment or supplement. The Shareholder Materials will include the recommendation of the board of directors of the Company in favor of this Agreement and the Merger and the conclusion of the board of directors of the Company that the terms and conditions of the Merger are fair and reasonable to, and in the best interests of, the Shareholders.