Common use of The Exchange Clause in Contracts

The Exchange. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s assets as set forth in paragraph 1.2 to the Acquiring Fund. The Acquiring Fund agrees in exchange for the Acquired Fund’s assets (i) to deliver to the Acquired Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, computed in the manner and as of the time and date set forth in paragraphs 2.2 and 2.3; and (ii) to assume all of the liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the Closing Date provided for in paragraph 3.1.

Appears in 3 contracts

Samples: Form of Agreement and Plan of Reorganization (Touchstone Strategic Trust), Agreement and Plan of Reorganization (Touchstone Funds Group Trust), Agreement and Plan of Reorganization (Touchstone Funds Group Trust)

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The Exchange. Subject to the terms and conditions of this Agreement herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s assets as set forth in paragraph 1.2 to the Acquiring Fund. The Acquiring Fund agrees in exchange for the Acquired Fund’s assets (i) to deliver to the Acquired Fund full and fractional shares of the number of Acquiring Fund (“Acquiring Fund Shares, including fractional Acquiring Fund Shares”), computed in the manner and as of the time and date set forth in paragraphs 2.2 and 2.3Article II; and (ii) to assume all of the liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the Closing Date provided for in paragraph 3.1.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Touchstone Variable Series Trust), Agreement and Plan of Reorganization (Touchstone Strategic Trust), Form of Agreement and Plan of Reorganization (Touchstone Funds Group Trust)

The Exchange. Subject to the terms and conditions of this Agreement contained herein and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s its assets and liabilities, as set forth in paragraph 1.2 1.2, to the Acquiring Fund. The In exchange, the Acquiring Fund agrees in exchange for the Acquired Fund’s assets (i) to deliver to the Acquired Fund the number of full and fractional shares of the Acquiring Fund Shares, including equal in value to the value of full and fractional Acquiring Fund Shares, computed in the manner and as shares of the time and date set forth in paragraphs 2.2 and 2.3; Acquired Fund then outstanding and (ii) to assume all of the liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on at the Closing Date closing date provided for in paragraph 3.13.1 (“Closing Date”).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Trust for Professional Managers), Agreement and Plan of Reorganization (Trust for Professional Managers)

The Exchange. Subject to the terms and conditions of this Agreement herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s 's assets as set forth in paragraph 1.2 to the Acquiring Fund. The Acquiring Fund agrees in exchange for the Acquired Fund’s 's assets (i) to deliver to the Acquired Fund full and fractional shares of the number of Acquiring Fund ("Acquiring Fund Shares, including fractional Acquiring Fund Shares"), computed in the manner and as of the time and date set forth in paragraphs 2.2 and 2.3Article II; and (ii) to assume all of the liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the Closing Date provided for in paragraph 3.1.. 1.2

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Touchstone Variable Series Trust)

The Exchange. Subject to the terms and conditions of this Agreement herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s assets as set forth in paragraph 1.2 to the Acquiring Fund. The Acquiring Fund agrees in exchange for the Acquired Fund’s assets (i) to deliver to the Acquired Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, computed in the manner and as of the time and date set forth in paragraphs 2.2 and 2.3; and (ii) to assume all of the liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the Closing Date provided for in paragraph 3.1.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Touchstone Strategic Trust)

The Exchange. Subject to the terms and conditions of this Agreement herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s assets as set forth in paragraph 1.2 to the Acquiring Fund. The Acquiring Fund agrees in exchange for the Acquired Fund’s assets (i) to deliver to the Acquired Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, computed in the manner and as of the time and date set forth in paragraphs 2.2 and 2.3; and (ii) to assume all of the known liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the Closing Date provided for in paragraph 3.1.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cutler Trust)

The Exchange. Subject to the terms and conditions of this Agreement herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s 's assets as set forth in paragraph 1.2 to the Acquiring Fund. The Acquiring Fund agrees in exchange for the Acquired Fund’s 's assets (i) to deliver to the Acquired Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, computed in the manner and as of the time and date set forth in paragraphs 2.2 and 2.3; and (ii) to assume all of the liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the Closing Date provided for in paragraph 3.1.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Touchstone Strategic Trust)

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The Exchange. Subject to the terms and conditions of this Agreement herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s 's assets as set forth in paragraph 1.2 to the Acquiring Fund. The Acquiring Fund agrees in exchange for the Acquired Fund’s 's assets (i) to deliver to the Acquired Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, computed in the manner and as of the time and date set forth in paragraphs 2.2 and 2.3; and (ii) to assume all of the liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the Closing Date provided for in paragraph 3.1.. 1.2

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Touchstone Strategic Trust)

The Exchange. Subject to the terms and conditions of this Agreement herein set forth and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s 's assets as set forth in paragraph 1.2 to the Acquiring Fund. The Acquiring Fund agrees in exchange for the Acquired Fund’s 's assets (i) to deliver to the Acquired Fund full and fractional shares of the number of Acquiring Fund ("Acquiring Fund Shares, including fractional Acquiring Fund Shares"), computed in the manner and as of the time and date set forth in paragraphs 2.2 and 2.3Article II; and (ii) to assume all of the liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on the Closing Date provided for in paragraph 3.1.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Touchstone Funds Group Trust)

The Exchange. Subject to the terms and conditions of this Agreement and on the basis of the representations and warranties contained herein, the Acquired Fund agrees to transfer all of the Acquired Fund’s assets as set forth in paragraph 1.2 to the Acquiring Fund. The Acquiring Fund agrees in exchange for the Acquired Fund’s assets (i) to deliver to the Acquired Fund the number of Acquiring Fund Shares, including fractional Acquiring Fund Shares, computed in the manner and as of the time and date set forth in paragraphs 2.2 and 2.3; and (ii) to assume all of the liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such transactions shall take place on at the Closing Date provided for in paragraph 3.1.

Appears in 1 contract

Samples: Form of Agreement and Plan of Reorganization (Touchstone Strategic Trust)

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