CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST. on behalf of the Acquiring Funds 7.1 All representations and warranties of Sun Life and the Acquired Accounts contained in this Plan shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this Plan, as of the Closing Date with the same force and effect as if made on and as of the Closing Date; 7.2 The Acquired Accounts shall have delivered to the Acquiring Funds the Statement of Assets and Liabilities, together with a list of the Acquired Accounts’ portfolio securities showing the federal income tax bases of and holding periods for such securities as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Acquired Accounts; 7.3 The Acquired Accounts shall have delivered to the Acquiring Funds on the Closing Date a certificate executed in their name by their President, Vice President, Secretary or Assistant Secretary and Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Funds and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Accounts made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that the Acquired Accounts shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied under this Plan at or prior to the Closing Date, and as to such other matters as the Acquiring Funds shall reasonably request. Sun Life shall have delivered to the Acquiring Funds on the Closing Date a certificate executed in its name by at least two authorized officers, in form and substance satisfactory to the Acquiring Funds and dated as of the Closing Date, to the effect that the representations and warranties of Sun Life made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that Sun Life shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied under this Plan at or prior to the Closing Date, and as to such other matters as the Acquiring Funds shall reasonably request; 7.4 The Acquiring Funds shall have received on the Closing Date a favorable opinion from Sxxxx X. Xxxxxx, Associate General Counsel and Senior Vice President of MFS, the Acquired Accounts’ investment adviser, dated as of the Closing Date, in a form satisfactory to the Acquiring Funds to the effect that: (a) the Variable Accounts were established by Sun Life as separate accounts pursuant to the insurance code of the State of Delaware, and are separate accounts under the provisions of the insurance code; (b) this Plan has been duly authorized, executed and delivered by the Acquired Accounts and, assuming that the Acquiring Funds prospectus contained in the Registration Statement and the Proxy Statement comply with the Acts, and assuming due authorization, execution and delivery of this Plan by theTrust, on behalf of the Acquiring Funds, is a valid and binding obligation of Sun Life and the Acquired Accounts enforceable against Sun Life and the Acquired Accounts in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles; (c) the Acquired Accounts have power to sell, assign, convey, transfer and deliver the assets contemplated hereby and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Plan, the Acquired Accounts will have duly, sold, assigned, conveyed, transferred and delivered such assets to the Acquiring Funds; (d) the execution and delivery of this Plan did not, and the consummation of the transactions contemplated hereby will not, violate the Amended and Restated Rules and Regulations, dated May 31, 2001, of any Account or the Master Amended and Restated By-Laws of the Accounts, dated August 6, 2004, or any material provision of any agreement (known to such counsel) to which any Acquired Account is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment or decree to which any Acquired Account is a party or by which it is bound; (e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Accounts of the transactions contemplated herein, except such as have been obtained under the Acts and such as may be required under state securities laws; (f) the descriptions in the Proxy Statement of statutes, legal and governmental proceedings and contracts and other documents, if any, only insofar as they relate to Sun Life and the Acquired Accounts, are accurate in all material respects; (g) to the knowledge of such counsel, there are no legal or governmental proceedings relating to Sun Life or the Acquired Accounts existing on or before the date of mailing the Proxy Statement or the Closing Date required to be described in the Proxy Statement that are not described as required; (h) to the knowledge of such counsel, each Account is a duly registered investment company and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and (i) except as may have been previously disclosed by Sun Life or the Acquired Accounts, in writing to the Acquiring Funds, to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened as to the Acquired Accounts or any of the Acquired Accounts’ properties or assets, and none of the Acquired Accounts is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. Such opinion shall also state that while such counsel has not verified, and is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Proxy Statement, she generally reviewed and discussed certain of such statements with certain officers of the Trust and that in the course of such review and discussion no facts came to the attention of such counsel that led her to believe that, on the effective date of the Registration Statement or on the date of the Meeting and only insofar as such statements relate to the Acquired Accounts, the Proxy Statement contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such opinion may state that such counsel does not express any opinion or belief as to the financial statements or other financial or statistical data, or as to the information relating to Sun Life or the Acquiring Funds, contained in the Proxy Statement or Registration Statement. Such opinion may also state that such opinion is solely for the benefit of the Trust, the Acquiring Funds, its Board of Trustees and its officers. Such opinion shall also include such other matters incidental to the transaction contemplated hereby as the Acquiring Funds may reasonably request. As to matters relating to Sun Life expressed in such opinion, such opinion may rely on, and assume the accuracy of, information in a certificate of an officer of Sun Life. 7.5 The assets of the Acquired Accounts to be acquired by the Acquiring Funds will include no assets which the Acquiring Funds, by reason of limitations contained in the Declaration of Trust or of investment restrictions disclosed in an Acquiring Fund’s prospectus and statement of additional information in effect on the Closing Date, may not properly acquire.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (MFS Variable Insurance Trust Ii)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST. ON BEHALF OF THE ACQUIRING FUND The obligations of the Trust on behalf of the Acquiring FundsFund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Trust on behalf of the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:
7.1 All representations and warranties of Sun Life and the Trust on behalf of the Acquired Accounts Fund contained in this Plan Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this PlanAgreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;
7.2 The Trust on behalf of the Acquired Accounts Fund shall have delivered to the Trust on behalf of the Acquiring Funds Fund the Statement of Assets and LiabilitiesLiabilities of the Acquired Fund, together with a list of the Acquired Accounts’ its portfolio securities showing the federal income tax bases of and holding periods for of such securities securities, as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Acquired AccountsFund;
7.3 The Trust on behalf of the Acquired Accounts Fund shall have delivered to the Trust on behalf of the Acquiring Funds Fund on the Closing Date a certificate executed in their the name of the Acquired Fund by their President, a President or Vice President, Secretary or Assistant Secretary President and a Treasurer or Assistant TreasurerTreasurer of the Acquired Fund, in form and substance satisfactory to the Trust on behalf of the Acquiring Funds Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Accounts made Fund in this Plan Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that the Acquired Accounts shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied under this Plan at or prior to the Closing DateAgreement, and as to such other matters as the Trust on behalf of the Acquiring Funds Fund shall reasonably request. Sun Life shall have delivered to the Acquiring Funds on the Closing Date a certificate executed in its name by at least two authorized officers, in form and substance satisfactory to the Acquiring Funds and dated as of the Closing Date, to the effect that the representations and warranties of Sun Life made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that Sun Life shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied under this Plan at ;
7.4 At or prior to the Closing Date, and as the Acquired Fund's investment adviser, or an affiliate thereof, shall have made all payments, or applied all credits, to such other matters as the Acquired Fund required by any applicable contractual [or voluntary] expense limitation; and
7.5 The Acquired Fund shall have delivered to the Acquiring Funds shall reasonably request;
7.4 The Acquiring Funds shall have received on the Closing Date Fund an Acquired Fund Tax Representation Certificate in a favorable opinion from Sxxxx X. Xxxxxx, Associate General Counsel form acceptable to Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Senior Vice President of MFSXxxx LLP, the Acquired Accounts’ investment adviser, dated as of the Closing Date, in a form satisfactory to Fund and the Acquiring Funds to the effect that:
(a) the Variable Accounts were established by Sun Life as separate accounts pursuant to the insurance code of the State of Delaware, and are separate accounts under the provisions of the insurance code;
(b) this Plan has been duly authorized, executed and delivered by the Acquired Accounts and, assuming that the Acquiring Funds prospectus contained in the Registration Statement and the Proxy Statement comply Fund concerning certain tax-related matters with the Acts, and assuming due authorization, execution and delivery of this Plan by theTrust, on behalf of the Acquiring Funds, is a valid and binding obligation of Sun Life and the Acquired Accounts enforceable against Sun Life and the Acquired Accounts in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;
(c) the Acquired Accounts have power to sell, assign, convey, transfer and deliver the assets contemplated hereby and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Plan, the Acquired Accounts will have duly, sold, assigned, conveyed, transferred and delivered such assets to the Acquiring Funds;
(d) the execution and delivery of this Plan did not, and the consummation of the transactions contemplated hereby will not, violate the Amended and Restated Rules and Regulations, dated May 31, 2001, of any Account or the Master Amended and Restated By-Laws of the Accounts, dated August 6, 2004, or any material provision of any agreement (known to such counsel) to which any Acquired Account is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment or decree to which any Acquired Account is a party or by which it is bound;
(e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Accounts of the transactions contemplated herein, except such as have been obtained under the Acts and such as may be required under state securities laws;
(f) the descriptions in the Proxy Statement of statutes, legal and governmental proceedings and contracts and other documents, if any, only insofar as they relate to Sun Life and the Acquired Accounts, are accurate in all material respects;
(g) to the knowledge of such counsel, there are no legal or governmental proceedings relating to Sun Life or the Acquired Accounts existing on or before the date of mailing the Proxy Statement or the Closing Date required to be described in the Proxy Statement that are not described as required;
(h) to the knowledge of such counsel, each Account is a duly registered investment company and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and
(i) except as may have been previously disclosed by Sun Life or the Acquired Accounts, in writing to the Acquiring Funds, to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened as respect to the Acquired Accounts or any of the Acquired Accounts’ properties or assets, and none of the Acquired Accounts is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. Such opinion shall also state that while such counsel has not verified, and is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Proxy Statement, she generally reviewed and discussed certain of such statements with certain officers of the Trust and that in the course of such review and discussion no facts came to the attention of such counsel that led her to believe that, on the effective date of the Registration Statement or on the date of the Meeting and only insofar as such statements relate to the Acquired Accounts, the Proxy Statement contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such opinion may state that such counsel does not express any opinion or belief as to the financial statements or other financial or statistical data, or as to the information relating to Sun Life or the Acquiring Funds, contained in the Proxy Statement or Registration Statement. Such opinion may also state that such opinion is solely for the benefit of the Trust, the Acquiring Funds, its Board of Trustees and its officers. Such opinion shall also include such other matters incidental to the transaction contemplated hereby as the Acquiring Funds may reasonably request. As to matters relating to Sun Life expressed in such opinion, such opinion may rely on, and assume the accuracy of, information in a certificate of an officer of Sun LifeFund.
7.5 The assets of the Acquired Accounts to be acquired by the Acquiring Funds will include no assets which the Acquiring Funds, by reason of limitations contained in the Declaration of Trust or of investment restrictions disclosed in an Acquiring Fund’s prospectus and statement of additional information in effect on the Closing Date, may not properly acquire.
Appears in 1 contract
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST. ON BEHALF OF THE ACQUIRING FUND The obligations of the Trust on behalf of the Acquiring FundsFund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:
7.1 All representations and warranties of Sun Life and the Acquired Accounts Fund contained in this Plan Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this PlanAgreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;
7.2 The Acquired Accounts Fund shall have delivered to the Trust on behalf of the Acquiring Funds Fund the Statement of Assets and LiabilitiesLiabilities of the Acquired Fund, together with a list of the Acquired Accounts’ its portfolio securities showing the federal income tax bases of and holding periods for of such securities securities, as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Acquired AccountsFund;
7.3 The Acquired Accounts Fund shall have delivered to the Trust on behalf of the Acquiring Funds Fund on the Closing Date a certificate executed in their the name of the Acquired Fund by their President, a President or Vice President, Secretary or Assistant Secretary President and a Treasurer or Assistant TreasurerTreasurer of the Acquired Fund, in form and substance satisfactory to the Acquiring Funds Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Accounts made Fund in this Plan Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that the Acquired Accounts shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied under this Plan at or prior to the Closing DateAgreement, and as to such other matters as the Trust on behalf of the Acquiring Funds Fund shall reasonably request. Sun Life shall have delivered to the Acquiring Funds on the Closing Date a certificate executed in its name by at least two authorized officers, in form and substance satisfactory to the Acquiring Funds and dated as of the Closing Date, to the effect that the representations and warranties of Sun Life made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that Sun Life shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied under this Plan at ; and
7.4 At or prior to the Closing Date, and as to such other matters as the Acquiring Funds shall reasonably request;
7.4 The Acquiring Funds shall have received on the Closing Date a favorable opinion from Sxxxx X. Xxxxxx, Associate General Counsel and Senior Vice President of MFS, the Acquired Accounts’ Fund's investment adviser, dated as of the Closing Dateor an affiliate thereof, in a form satisfactory to the Acquiring Funds to the effect that:
(a) the Variable Accounts were established by Sun Life as separate accounts pursuant to the insurance code of the State of Delaware, and are separate accounts under the provisions of the insurance code;
(b) this Plan has been duly authorized, executed and delivered by the Acquired Accounts and, assuming that the Acquiring Funds prospectus contained in the Registration Statement and the Proxy Statement comply with the Acts, and assuming due authorization, execution and delivery of this Plan by theTrust, on behalf of the Acquiring Funds, is a valid and binding obligation of Sun Life and the Acquired Accounts enforceable against Sun Life and the Acquired Accounts in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;
(c) the Acquired Accounts shall have power to sell, assign, convey, transfer and deliver the assets contemplated hereby and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Plan, the Acquired Accounts will have duly, sold, assigned, conveyed, transferred and delivered such assets to the Acquiring Funds;
(d) the execution and delivery of this Plan did not, and the consummation of the transactions contemplated hereby will not, violate the Amended and Restated Rules and Regulations, dated May 31, 2001, of any Account or the Master Amended and Restated By-Laws of the Accounts, dated August 6, 2004made all payments, or any material provision of any agreement (known to such counsel) to which any Acquired Account is a party or by which it is bound orapplied all credits, to the knowledge of such counsel, result in the acceleration of Acquired Fund required by any obligation or the imposition of any penalty, under any agreement, judgment or decree to which any Acquired Account is a party or by which it is bound;
(e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Accounts of the transactions contemplated herein, except such as have been obtained under the Acts and such as may be required under state securities laws;
(f) the descriptions in the Proxy Statement of statutes, legal and governmental proceedings and contracts and other documents, if any, only insofar as they relate to Sun Life and the Acquired Accounts, are accurate in all material respects;
(g) to the knowledge of such counsel, there are no legal or governmental proceedings relating to Sun Life or the Acquired Accounts existing on or before the date of mailing the Proxy Statement or the Closing Date required to be described in the Proxy Statement that are not described as required;
(h) to the knowledge of such counsel, each Account is a duly registered investment company and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and
(i) except as may have been previously disclosed by Sun Life or the Acquired Accounts, in writing to the Acquiring Funds, to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened as to the Acquired Accounts or any of the Acquired Accounts’ properties or assets, and none of the Acquired Accounts is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. Such opinion shall also state that while such counsel has not verified, and is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Proxy Statement, she generally reviewed and discussed certain of such statements with certain officers of the Trust and that in the course of such review and discussion no facts came to the attention of such counsel that led her to believe that, on the effective date of the Registration Statement or on the date of the Meeting and only insofar as such statements relate to the Acquired Accounts, the Proxy Statement contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such opinion may state that such counsel does not express any opinion or belief as to the financial statements or other financial or statistical data, or as to the information relating to Sun Life or the Acquiring Funds, contained in the Proxy Statement or Registration Statement. Such opinion may also state that such opinion is solely for the benefit of the Trust, the Acquiring Funds, its Board of Trustees and its officers. Such opinion shall also include such other matters incidental to the transaction contemplated hereby as the Acquiring Funds may reasonably request. As to matters relating to Sun Life expressed in such opinion, such opinion may rely on, and assume the accuracy of, information in a certificate of an officer of Sun Lifeapplicable contractual expense limitation.
7.5 The assets of the Acquired Accounts to be acquired by the Acquiring Funds will include no assets which the Acquiring Funds, by reason of limitations contained in the Declaration of Trust or of investment restrictions disclosed in an Acquiring Fund’s prospectus and statement of additional information in effect on the Closing Date, may not properly acquire.
Appears in 1 contract
Samples: Reorganization Agreement (Hancock John Series Trust)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST. II ON BEHALF OF THE ACQUIRING FUND The obligations of the Trust II on behalf of the Acquiring FundsFund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:
7.1 All representations and warranties of Sun Life and the Trust II on behalf of the Acquired Accounts Fund contained in this Plan Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this PlanAgreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;
7.2 The Trust on behalf of the Acquired Accounts Fund shall have delivered to the Trust II on behalf of the Acquiring Funds Fund the Statement of Assets and LiabilitiesLiabilities of the Acquired Fund, together with a list of the Acquired Accounts’ its portfolio securities showing the federal income tax bases of and holding periods for of such securities securities, as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Acquired AccountsTrust;
7.3 The Trust on behalf of the Acquired Accounts Fund shall have delivered to the Trust II on behalf of the Acquiring Funds Fund on the Closing Date a certificate executed in their the name of the Acquired Fund by their President, a President or Vice President, Secretary or Assistant Secretary President and a Treasurer or Assistant TreasurerTreasurer of the Trust, in form and substance satisfactory to the Trust II on behalf of the Acquiring Funds Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Accounts made Fund in this Plan Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that the Acquired Accounts shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied under this Plan at or prior to the Closing DateAgreement, and as to such other matters as the Trust II on behalf of the Acquiring Funds Fund shall reasonably request. Sun Life shall have delivered to the Acquiring Funds on the Closing Date a certificate executed in its name by at least two authorized officers, in form and substance satisfactory to the Acquiring Funds and dated as of the Closing Date, to the effect that the representations and warranties of Sun Life made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that Sun Life shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied under this Plan at ;
7.4 At or prior to the Closing Date, and as to such other matters as the Acquiring Funds shall reasonably request;
7.4 The Acquiring Funds shall have received on the Closing Date a favorable opinion from Sxxxx X. Xxxxxx, Associate General Counsel and Senior Vice President of MFS, the Acquired Accounts’ Fund's investment adviser, dated as of or an affiliate thereof, shall have made all payments, or applied all credits, to the Closing Date, in a form satisfactory Acquired Fund required by any applicable contractual expense limitation; and
7.5 The Acquired Fund shall have delivered to the Acquiring Funds to the effect that:
(a) the Variable Accounts were established by Sun Life as separate accounts pursuant to the insurance code of the State of Delaware, and are separate accounts under the provisions of the insurance code;
(b) this Plan has been duly authorized, executed and delivered by the Fund an Acquired Accounts and, assuming that the Acquiring Funds prospectus contained Fund Tax Representation Certificate substantially in the Registration Statement and the Proxy Statement comply form attached to this Agreement as Annex B concerning certain tax-related matters with the Acts, and assuming due authorization, execution and delivery of this Plan by theTrust, on behalf of the Acquiring Funds, is a valid and binding obligation of Sun Life and the Acquired Accounts enforceable against Sun Life and the Acquired Accounts in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;
(c) the Acquired Accounts have power to sell, assign, convey, transfer and deliver the assets contemplated hereby and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Plan, the Acquired Accounts will have duly, sold, assigned, conveyed, transferred and delivered such assets to the Acquiring Funds;
(d) the execution and delivery of this Plan did not, and the consummation of the transactions contemplated hereby will not, violate the Amended and Restated Rules and Regulations, dated May 31, 2001, of any Account or the Master Amended and Restated By-Laws of the Accounts, dated August 6, 2004, or any material provision of any agreement (known to such counsel) to which any Acquired Account is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment or decree to which any Acquired Account is a party or by which it is bound;
(e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Accounts of the transactions contemplated herein, except such as have been obtained under the Acts and such as may be required under state securities laws;
(f) the descriptions in the Proxy Statement of statutes, legal and governmental proceedings and contracts and other documents, if any, only insofar as they relate to Sun Life and the Acquired Accounts, are accurate in all material respects;
(g) to the knowledge of such counsel, there are no legal or governmental proceedings relating to Sun Life or the Acquired Accounts existing on or before the date of mailing the Proxy Statement or the Closing Date required to be described in the Proxy Statement that are not described as required;
(h) to the knowledge of such counsel, each Account is a duly registered investment company and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and
(i) except as may have been previously disclosed by Sun Life or the Acquired Accounts, in writing to the Acquiring Funds, to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened as respect to the Acquired Accounts or any of the Acquired Accounts’ properties or assets, and none of the Acquired Accounts is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. Such opinion shall also state that while such counsel has not verified, and is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Proxy Statement, she generally reviewed and discussed certain of such statements with certain officers of the Trust and that in the course of such review and discussion no facts came to the attention of such counsel that led her to believe that, on the effective date of the Registration Statement or on the date of the Meeting and only insofar as such statements relate to the Acquired Accounts, the Proxy Statement contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such opinion may state that such counsel does not express any opinion or belief as to the financial statements or other financial or statistical data, or as to the information relating to Sun Life or the Acquiring Funds, contained in the Proxy Statement or Registration Statement. Such opinion may also state that such opinion is solely for the benefit of the Trust, the Acquiring Funds, its Board of Trustees and its officers. Such opinion shall also include such other matters incidental to the transaction contemplated hereby as the Acquiring Funds may reasonably request. As to matters relating to Sun Life expressed in such opinion, such opinion may rely on, and assume the accuracy of, information in a certificate of an officer of Sun LifeFund.
7.5 The assets of the Acquired Accounts to be acquired by the Acquiring Funds will include no assets which the Acquiring Funds, by reason of limitations contained in the Declaration of Trust or of investment restrictions disclosed in an Acquiring Fund’s prospectus and statement of additional information in effect on the Closing Date, may not properly acquire.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Hancock John Variable Series Trust I)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST. II ON BEHALF OF THE ACQUIRED FUND The obligations of the Trust II on behalf of the Acquired Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Trust on behalf of the Acquiring FundsFund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:
7.1 6.1 All representations and warranties of Sun Life and the Acquired Accounts Trust on behalf of the Acquiring Fund contained in this Plan Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this PlanAgreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;
7.2 6.2 The Acquired Accounts Trust on behalf of the Acquiring Fund shall have delivered to the Acquiring Funds the Statement of Assets and Liabilities, together with a list Trust II on behalf of the Acquired Accounts’ portfolio securities showing the federal income tax bases of and holding periods for such securities as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Acquired Accounts;
7.3 The Acquired Accounts shall have delivered to the Acquiring Funds on the Closing Date Fund a certificate executed in their its name by their President, the Trust's President or Vice President, Secretary or Assistant Secretary President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Funds Trust II on behalf of the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Accounts Trust on behalf of the Acquiring Fund made in this Plan Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that the Acquired Accounts shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied under this Plan at or prior to the Closing DateAgreement, and as to such other matters as the Acquiring Funds Trust II on behalf of the Acquired Fund shall reasonably request. Sun Life ; and
6.3 The Acquiring Fund shall have delivered to the Acquired Fund an Acquiring Funds on Fund Tax Representation Certificate in a form acceptable to Wilmer Cutler Pickerixx Xxxx xxx Xorx XXX, xxx Xxxxired Xxxd and the Closing Date a certificate executed in its name by at least two authorized officers, in form and substance satisfactory Acquiring Fund concerning certain tax-related matters with respect to the Acquiring Funds and dated as of the Closing Date, to the effect that the representations and warranties of Sun Life made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that Sun Life shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied under this Plan at or prior to the Closing Date, and as to such other matters as the Acquiring Funds shall reasonably request;
7.4 The Acquiring Funds shall have received on the Closing Date a favorable opinion from Sxxxx X. Xxxxxx, Associate General Counsel and Senior Vice President of MFS, the Acquired Accounts’ investment adviser, dated as of the Closing Date, in a form satisfactory to the Acquiring Funds to the effect that:
(a) the Variable Accounts were established by Sun Life as separate accounts pursuant to the insurance code of the State of Delaware, and are separate accounts under the provisions of the insurance code;
(b) this Plan has been duly authorized, executed and delivered by the Acquired Accounts and, assuming that the Acquiring Funds prospectus contained in the Registration Statement and the Proxy Statement comply with the Acts, and assuming due authorization, execution and delivery of this Plan by theTrust, on behalf of the Acquiring Funds, is a valid and binding obligation of Sun Life and the Acquired Accounts enforceable against Sun Life and the Acquired Accounts in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;
(c) the Acquired Accounts have power to sell, assign, convey, transfer and deliver the assets contemplated hereby and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Plan, the Acquired Accounts will have duly, sold, assigned, conveyed, transferred and delivered such assets to the Acquiring Funds;
(d) the execution and delivery of this Plan did not, and the consummation of the transactions contemplated hereby will not, violate the Amended and Restated Rules and Regulations, dated May 31, 2001, of any Account or the Master Amended and Restated By-Laws of the Accounts, dated August 6, 2004, or any material provision of any agreement (known to such counsel) to which any Acquired Account is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment or decree to which any Acquired Account is a party or by which it is bound;
(e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Accounts of the transactions contemplated herein, except such as have been obtained under the Acts and such as may be required under state securities laws;
(f) the descriptions in the Proxy Statement of statutes, legal and governmental proceedings and contracts and other documents, if any, only insofar as they relate to Sun Life and the Acquired Accounts, are accurate in all material respects;
(g) to the knowledge of such counsel, there are no legal or governmental proceedings relating to Sun Life or the Acquired Accounts existing on or before the date of mailing the Proxy Statement or the Closing Date required to be described in the Proxy Statement that are not described as required;
(h) to the knowledge of such counsel, each Account is a duly registered investment company and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and
(i) except as may have been previously disclosed by Sun Life or the Acquired Accounts, in writing to the Acquiring Funds, to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened as to the Acquired Accounts or any of the Acquired Accounts’ properties or assets, and none of the Acquired Accounts is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. Such opinion shall also state that while such counsel has not verified, and is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Proxy Statement, she generally reviewed and discussed certain of such statements with certain officers of the Trust and that in the course of such review and discussion no facts came to the attention of such counsel that led her to believe that, on the effective date of the Registration Statement or on the date of the Meeting and only insofar as such statements relate to the Acquired Accounts, the Proxy Statement contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such opinion may state that such counsel does not express any opinion or belief as to the financial statements or other financial or statistical data, or as to the information relating to Sun Life or the Acquiring Funds, contained in the Proxy Statement or Registration Statement. Such opinion may also state that such opinion is solely for the benefit of the Trust, the Acquiring Funds, its Board of Trustees and its officers. Such opinion shall also include such other matters incidental to the transaction contemplated hereby as the Acquiring Funds may reasonably request. As to matters relating to Sun Life expressed in such opinion, such opinion may rely on, and assume the accuracy of, information in a certificate of an officer of Sun LifeFund.
7.5 The assets of the Acquired Accounts to be acquired by the Acquiring Funds will include no assets which the Acquiring Funds, by reason of limitations contained in the Declaration of Trust or of investment restrictions disclosed in an Acquiring Fund’s prospectus and statement of additional information in effect on the Closing Date, may not properly acquire.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Hancock John Capital Series)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST. ON BEHALF OF THE ACQUIRING FUND The obligations of the Trust on behalf of the Acquiring FundsFund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Trust on behalf of the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:
7.1 All representations and warranties of Sun Life and the Trust on behalf of the Acquired Accounts Fund contained in this Plan Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this PlanAgreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;
7.2 The Trust on behalf of the Acquired Accounts Fund shall have delivered to the Acquiring Funds Fund the Statement of Assets and LiabilitiesLiabilities of the Acquired Fund, together with a list of the Acquired Accounts’ its portfolio securities showing the federal income tax bases of and holding periods for of such securities securities, as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Acquired AccountsFund;
7.3 The Acquired Accounts Fund shall have delivered to the Trust on behalf of the Acquiring Funds Fund on the Closing Date a certificate executed in their the name of the Acquired Fund by their President, a President or Vice President, Secretary or Assistant Secretary President and a Treasurer or Assistant TreasurerTreasurer of the Acquired Fund, in form and substance satisfactory to the Acquiring Funds Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Accounts made Fund in this Plan Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that the Acquired Accounts shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied under this Plan at or prior to the Closing DateAgreement, and as to such other matters as the Trust on behalf of the Acquiring Funds Fund shall reasonably request. Sun Life shall have delivered to the Acquiring Funds on the Closing Date a certificate executed in its name by at least two authorized officers, in form and substance satisfactory to the Acquiring Funds and dated as of the Closing Date, to the effect that the representations and warranties of Sun Life made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that Sun Life shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied under this Plan at ;
7.4 At or prior to the Closing Date, and as to such other matters as the Acquiring Funds shall reasonably request;
7.4 The Acquiring Funds shall have received on the Closing Date a favorable opinion from Sxxxx X. Xxxxxx, Associate General Counsel and Senior Vice President of MFS, the Acquired Accounts’ Fund's investment adviser, dated as of or an affiliate thereof, shall have made all payments, or applied all credits, to the Closing DateAcquired Fund required by any applicable contractual expense limitation; and
7.5 The Acquired Fund shall have delivered to the Acquiring Fund an Acquired Fund Tax Representation Certificate, in a form satisfactory to the Acquiring Funds to the effect that:
(a) the Variable Accounts were established by Sun Life as separate accounts pursuant to the insurance code of the State of DelawareFund, and are separate accounts under the provisions of the insurance code;
(b) this Plan has been duly authorized, executed and delivered by the Acquired Accounts and, assuming that the Acquiring Funds prospectus contained substantially in the Registration Statement and the Proxy Statement comply form attached to this Agreement as Annex B concerning certain tax-related matters with the Acts, and assuming due authorization, execution and delivery of this Plan by theTrust, on behalf of the Acquiring Funds, is a valid and binding obligation of Sun Life and the Acquired Accounts enforceable against Sun Life and the Acquired Accounts in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;
(c) the Acquired Accounts have power to sell, assign, convey, transfer and deliver the assets contemplated hereby and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Plan, the Acquired Accounts will have duly, sold, assigned, conveyed, transferred and delivered such assets to the Acquiring Funds;
(d) the execution and delivery of this Plan did not, and the consummation of the transactions contemplated hereby will not, violate the Amended and Restated Rules and Regulations, dated May 31, 2001, of any Account or the Master Amended and Restated By-Laws of the Accounts, dated August 6, 2004, or any material provision of any agreement (known to such counsel) to which any Acquired Account is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment or decree to which any Acquired Account is a party or by which it is bound;
(e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Accounts of the transactions contemplated herein, except such as have been obtained under the Acts and such as may be required under state securities laws;
(f) the descriptions in the Proxy Statement of statutes, legal and governmental proceedings and contracts and other documents, if any, only insofar as they relate to Sun Life and the Acquired Accounts, are accurate in all material respects;
(g) to the knowledge of such counsel, there are no legal or governmental proceedings relating to Sun Life or the Acquired Accounts existing on or before the date of mailing the Proxy Statement or the Closing Date required to be described in the Proxy Statement that are not described as required;
(h) to the knowledge of such counsel, each Account is a duly registered investment company and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and
(i) except as may have been previously disclosed by Sun Life or the Acquired Accounts, in writing to the Acquiring Funds, to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened as respect to the Acquired Accounts or any of the Acquired Accounts’ properties or assets, and none of the Acquired Accounts is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. Such opinion shall also state that while such counsel has not verified, and is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Proxy Statement, she generally reviewed and discussed certain of such statements with certain officers of the Trust and that in the course of such review and discussion no facts came to the attention of such counsel that led her to believe that, on the effective date of the Registration Statement or on the date of the Meeting and only insofar as such statements relate to the Acquired Accounts, the Proxy Statement contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such opinion may state that such counsel does not express any opinion or belief as to the financial statements or other financial or statistical data, or as to the information relating to Sun Life or the Acquiring Funds, contained in the Proxy Statement or Registration Statement. Such opinion may also state that such opinion is solely for the benefit of the Trust, the Acquiring Funds, its Board of Trustees and its officers. Such opinion shall also include such other matters incidental to the transaction contemplated hereby as the Acquiring Funds may reasonably request. As to matters relating to Sun Life expressed in such opinion, such opinion may rely on, and assume the accuracy of, information in a certificate of an officer of Sun LifeFund.
7.5 The assets of the Acquired Accounts to be acquired by the Acquiring Funds will include no assets which the Acquiring Funds, by reason of limitations contained in the Declaration of Trust or of investment restrictions disclosed in an Acquiring Fund’s prospectus and statement of additional information in effect on the Closing Date, may not properly acquire.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Kobren Insight Funds)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST. ON BEHALF OF THE ACQUIRING FUND The obligations of the Trust on behalf of the Acquiring FundsFund to complete the transactions provided for herein shall be, at its election, subject to the performance by Strategic Series on behalf of the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:
7.1 All representations and warranties of Sun Life and Strategic Series on behalf of the Acquired Accounts Fund contained in this Plan Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this PlanAgreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;
7.2 The Strategic Series on behalf of the Acquired Accounts Fund shall have delivered to the Trust on behalf of the Acquiring Funds Fund the Statement of Assets and LiabilitiesLiabilities of the Acquired Fund, together with a list of the Acquired Accounts’ its portfolio securities showing the federal income tax bases of and holding periods for of such securities securities, as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Acquired AccountsFund;
7.3 The Strategic Series on behalf of the Acquired Accounts Fund shall have delivered to the Trust on behalf of the Acquiring Funds Fund on the Closing Date a certificate executed in their the name of the Acquired Fund by their President, a President or Vice President, Secretary or Assistant Secretary President and a Treasurer or Assistant TreasurerTreasurer of the Acquired Fund, in form and substance satisfactory to the Trust on behalf of the Acquiring Funds Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Accounts made Fund in this Plan Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that the Acquired Accounts shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied under this Plan at or prior to the Closing DateAgreement, and as to such other matters as the Trust on behalf of the Acquiring Funds Fund shall reasonably request. Sun Life shall have delivered to the Acquiring Funds on the Closing Date a certificate executed in its name by at least two authorized officers, in form and substance satisfactory to the Acquiring Funds and dated as of the Closing Date, to the effect that the representations and warranties of Sun Life made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that Sun Life shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied under this Plan at ;
7.4 At or prior to the Closing Date, and as to such other matters as the Acquiring Funds shall reasonably request;
7.4 The Acquiring Funds shall have received on the Closing Date a favorable opinion from Sxxxx X. Xxxxxx, Associate General Counsel and Senior Vice President of MFS, the Acquired Accounts’ Fund's investment adviser, dated as of or an affiliate thereof, shall have made all payments, or applied all credits, to the Closing Date, Acquired Fund required by any applicable contractual or voluntary expense limitation; and
7.5 The Acquired Fund shall have delivered to the Acquiring Fund an Acquired Fund Tax Representation Certificate in a form satisfactory acceptable to Wilmer Cutler Pickxxxxx Xxxx xnd Dorx XXX, xxx Xxquirex Xund and the Acquiring Funds to the effect that:
(a) the Variable Accounts were established by Sun Life as separate accounts pursuant to the insurance code of the State of Delaware, and are separate accounts under the provisions of the insurance code;
(b) this Plan has been duly authorized, executed and delivered by the Acquired Accounts and, assuming that the Acquiring Funds prospectus contained in the Registration Statement and the Proxy Statement comply Fund concerning certain tax-related matters with the Acts, and assuming due authorization, execution and delivery of this Plan by theTrust, on behalf of the Acquiring Funds, is a valid and binding obligation of Sun Life and the Acquired Accounts enforceable against Sun Life and the Acquired Accounts in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;
(c) the Acquired Accounts have power to sell, assign, convey, transfer and deliver the assets contemplated hereby and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Plan, the Acquired Accounts will have duly, sold, assigned, conveyed, transferred and delivered such assets to the Acquiring Funds;
(d) the execution and delivery of this Plan did not, and the consummation of the transactions contemplated hereby will not, violate the Amended and Restated Rules and Regulations, dated May 31, 2001, of any Account or the Master Amended and Restated By-Laws of the Accounts, dated August 6, 2004, or any material provision of any agreement (known to such counsel) to which any Acquired Account is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment or decree to which any Acquired Account is a party or by which it is bound;
(e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Accounts of the transactions contemplated herein, except such as have been obtained under the Acts and such as may be required under state securities laws;
(f) the descriptions in the Proxy Statement of statutes, legal and governmental proceedings and contracts and other documents, if any, only insofar as they relate to Sun Life and the Acquired Accounts, are accurate in all material respects;
(g) to the knowledge of such counsel, there are no legal or governmental proceedings relating to Sun Life or the Acquired Accounts existing on or before the date of mailing the Proxy Statement or the Closing Date required to be described in the Proxy Statement that are not described as required;
(h) to the knowledge of such counsel, each Account is a duly registered investment company and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and
(i) except as may have been previously disclosed by Sun Life or the Acquired Accounts, in writing to the Acquiring Funds, to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened as respect to the Acquired Accounts or any of the Acquired Accounts’ properties or assets, and none of the Acquired Accounts is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. Such opinion shall also state that while such counsel has not verified, and is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Proxy Statement, she generally reviewed and discussed certain of such statements with certain officers of the Trust and that in the course of such review and discussion no facts came to the attention of such counsel that led her to believe that, on the effective date of the Registration Statement or on the date of the Meeting and only insofar as such statements relate to the Acquired Accounts, the Proxy Statement contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such opinion may state that such counsel does not express any opinion or belief as to the financial statements or other financial or statistical data, or as to the information relating to Sun Life or the Acquiring Funds, contained in the Proxy Statement or Registration Statement. Such opinion may also state that such opinion is solely for the benefit of the Trust, the Acquiring Funds, its Board of Trustees and its officers. Such opinion shall also include such other matters incidental to the transaction contemplated hereby as the Acquiring Funds may reasonably request. As to matters relating to Sun Life expressed in such opinion, such opinion may rely on, and assume the accuracy of, information in a certificate of an officer of Sun LifeFund.
7.5 The assets of the Acquired Accounts to be acquired by the Acquiring Funds will include no assets which the Acquiring Funds, by reason of limitations contained in the Declaration of Trust or of investment restrictions disclosed in an Acquiring Fund’s prospectus and statement of additional information in effect on the Closing Date, may not properly acquire.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Hancock John Bond Trust/)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST. II, ON BEHALF OF THE ACQUIRED FUND
6.1 All representations and warranties of the Trust, on behalf of the Acquiring Funds
7.1 All representations and warranties of Sun Life and the Acquired Accounts Fund, contained in this Plan Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this PlanAgreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;
7.2 6.2 The Acquired Accounts Trust, on behalf of the Acquiring Fund, shall have delivered to the Acquiring Funds the Statement of Assets and LiabilitiesTrust II, together with a list on behalf of the Acquired Accounts’ portfolio securities showing the federal income tax bases of and holding periods for such securities as of the Closing DateFund, certified by the Treasurer or Assistant Treasurer of the Acquired Accounts;
7.3 The Acquired Accounts shall have delivered to the Acquiring Funds on the Closing Date a certificate executed in their its name by their President, the Trust’s President or Vice President, Secretary or Assistant Secretary President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Funds Trust II, on behalf of the Acquired Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Accounts Trust, on behalf of the Acquiring Fund, made in this Plan Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that the Acquired Accounts shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied under this Plan at or prior to the Closing DateAgreement, and as to such other matters as the Acquiring Funds Trust II, on behalf of the Acquired Fund, shall reasonably request. Sun Life ; and
6.3 The Acquiring Fund shall have delivered to the Acquired Fund an Acquiring Funds on Fund Tax Representation Certificate in a form acceptable to Wxxxxx Xxxxxx Pxxxxxxxx Xxxx and Dxxx LLP, the Closing Date a certificate executed in its name by at least two authorized officers, in form Acquired Fund and substance satisfactory the Acquiring Fund concerning certain tax-related matters with respect to the Acquiring Funds and dated as of the Closing Date, to the effect that the representations and warranties of Sun Life made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that Sun Life shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied under this Plan at or prior to the Closing Date, and as to such other matters as the Acquiring Funds shall reasonably request;
7.4 The Acquiring Funds shall have received on the Closing Date a favorable opinion from Sxxxx X. Xxxxxx, Associate General Counsel and Senior Vice President of MFS, the Acquired Accounts’ investment adviser, dated as of the Closing Date, in a form satisfactory to the Acquiring Funds to the effect that:
(a) the Variable Accounts were established by Sun Life as separate accounts pursuant to the insurance code of the State of Delaware, and are separate accounts under the provisions of the insurance code;
(b) this Plan has been duly authorized, executed and delivered by the Acquired Accounts and, assuming that the Acquiring Funds prospectus contained in the Registration Statement and the Proxy Statement comply with the Acts, and assuming due authorization, execution and delivery of this Plan by theTrust, on behalf of the Acquiring Funds, is a valid and binding obligation of Sun Life and the Acquired Accounts enforceable against Sun Life and the Acquired Accounts in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;
(c) the Acquired Accounts have power to sell, assign, convey, transfer and deliver the assets contemplated hereby and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Plan, the Acquired Accounts will have duly, sold, assigned, conveyed, transferred and delivered such assets to the Acquiring Funds;
(d) the execution and delivery of this Plan did not, and the consummation of the transactions contemplated hereby will not, violate the Amended and Restated Rules and Regulations, dated May 31, 2001, of any Account or the Master Amended and Restated By-Laws of the Accounts, dated August 6, 2004, or any material provision of any agreement (known to such counsel) to which any Acquired Account is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment or decree to which any Acquired Account is a party or by which it is bound;
(e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Accounts of the transactions contemplated herein, except such as have been obtained under the Acts and such as may be required under state securities laws;
(f) the descriptions in the Proxy Statement of statutes, legal and governmental proceedings and contracts and other documents, if any, only insofar as they relate to Sun Life and the Acquired Accounts, are accurate in all material respects;
(g) to the knowledge of such counsel, there are no legal or governmental proceedings relating to Sun Life or the Acquired Accounts existing on or before the date of mailing the Proxy Statement or the Closing Date required to be described in the Proxy Statement that are not described as required;
(h) to the knowledge of such counsel, each Account is a duly registered investment company and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and
(i) except as may have been previously disclosed by Sun Life or the Acquired Accounts, in writing to the Acquiring Funds, to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened as to the Acquired Accounts or any of the Acquired Accounts’ properties or assets, and none of the Acquired Accounts is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. Such opinion shall also state that while such counsel has not verified, and is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Proxy Statement, she generally reviewed and discussed certain of such statements with certain officers of the Trust and that in the course of such review and discussion no facts came to the attention of such counsel that led her to believe that, on the effective date of the Registration Statement or on the date of the Meeting and only insofar as such statements relate to the Acquired Accounts, the Proxy Statement contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such opinion may state that such counsel does not express any opinion or belief as to the financial statements or other financial or statistical data, or as to the information relating to Sun Life or the Acquiring Funds, contained in the Proxy Statement or Registration Statement. Such opinion may also state that such opinion is solely for the benefit of the Trust, the Acquiring Funds, its Board of Trustees and its officers. Such opinion shall also include such other matters incidental to the transaction contemplated hereby as the Acquiring Funds may reasonably request. As to matters relating to Sun Life expressed in such opinion, such opinion may rely on, and assume the accuracy of, information in a certificate of an officer of Sun LifeFund.
7.5 The assets of the Acquired Accounts to be acquired by the Acquiring Funds will include no assets which the Acquiring Funds, by reason of limitations contained in the Declaration of Trust or of investment restrictions disclosed in an Acquiring Fund’s prospectus and statement of additional information in effect on the Closing Date, may not properly acquire.
Appears in 1 contract
Samples: Reorganization Agreement (John Hancock Investment Trust Ii)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST. on behalf of the Acquiring FundsON BEHALF OF THE ACQUIRING FUND,
7.1 All representations and warranties of Sun Life and the Trust II, on behalf of the Acquired Accounts Fund, contained in this Plan Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this PlanAgreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;
7.2 The Trust II, on behalf of the Acquired Accounts Fund, shall have delivered to the Trust, on behalf of the Acquiring Funds Fund, the Statement of Assets and LiabilitiesLiabilities of the Acquired Fund, together with a list of the Acquired Accounts’ its portfolio securities showing the federal income tax bases of and holding periods for of such securities securities, as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Acquired AccountsFund;
7.3 The Trust II, on behalf of the Acquired Accounts Fund, shall have delivered to the Trust, on behalf of the Acquiring Funds Fund, on the Closing Date a certificate executed in their the name of the Acquired Fund by their President, a President or Vice President, Secretary or Assistant Secretary President and a Treasurer or Assistant TreasurerTreasurer of the Acquired Fund, in form and substance satisfactory to the Trust, on behalf of the Acquiring Funds Fund, and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Accounts made Fund in this Plan Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that the Acquired Accounts shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied under this Plan at or prior to the Closing DateAgreement, and as to such other matters as the Trust, on behalf of the Acquiring Funds Fund, shall reasonably request. Sun Life shall have delivered to the Acquiring Funds on the Closing Date a certificate executed in its name by at least two authorized officers, in form and substance satisfactory to the Acquiring Funds and dated as of the Closing Date, to the effect that the representations and warranties of Sun Life made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that Sun Life shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied under this Plan at ;
7.4 At or prior to the Closing Date, and as the Acquired Fund’s investment adviser, or an affiliate thereof, shall have made all payments, or applied all credits, to such other matters as the Acquired Fund required by any applicable contractual or voluntary expense limitation; and
7.5 The Acquired Fund shall have delivered to the Acquiring Funds shall reasonably request;
7.4 The Acquiring Funds shall have received on the Closing Date Fund an Acquired Fund Tax Representation Certificate in a favorable opinion from Sxxxx X. Xxxxxx, Associate General Counsel form acceptable to Wxxxxx Xxxxxx Pxxxxxxxx Xxxx and Senior Vice President of MFSDxxx LLP, the Acquired Accounts’ investment adviser, dated as of the Closing Date, in a form satisfactory to Fund and the Acquiring Funds to the effect that:
(a) the Variable Accounts were established by Sun Life as separate accounts pursuant to the insurance code of the State of Delaware, and are separate accounts under the provisions of the insurance code;
(b) this Plan has been duly authorized, executed and delivered by the Acquired Accounts and, assuming that the Acquiring Funds prospectus contained in the Registration Statement and the Proxy Statement comply Fund concerning certain tax-related matters with the Acts, and assuming due authorization, execution and delivery of this Plan by theTrust, on behalf of the Acquiring Funds, is a valid and binding obligation of Sun Life and the Acquired Accounts enforceable against Sun Life and the Acquired Accounts in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;
(c) the Acquired Accounts have power to sell, assign, convey, transfer and deliver the assets contemplated hereby and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Plan, the Acquired Accounts will have duly, sold, assigned, conveyed, transferred and delivered such assets to the Acquiring Funds;
(d) the execution and delivery of this Plan did not, and the consummation of the transactions contemplated hereby will not, violate the Amended and Restated Rules and Regulations, dated May 31, 2001, of any Account or the Master Amended and Restated By-Laws of the Accounts, dated August 6, 2004, or any material provision of any agreement (known to such counsel) to which any Acquired Account is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment or decree to which any Acquired Account is a party or by which it is bound;
(e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Accounts of the transactions contemplated herein, except such as have been obtained under the Acts and such as may be required under state securities laws;
(f) the descriptions in the Proxy Statement of statutes, legal and governmental proceedings and contracts and other documents, if any, only insofar as they relate to Sun Life and the Acquired Accounts, are accurate in all material respects;
(g) to the knowledge of such counsel, there are no legal or governmental proceedings relating to Sun Life or the Acquired Accounts existing on or before the date of mailing the Proxy Statement or the Closing Date required to be described in the Proxy Statement that are not described as required;
(h) to the knowledge of such counsel, each Account is a duly registered investment company and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and
(i) except as may have been previously disclosed by Sun Life or the Acquired Accounts, in writing to the Acquiring Funds, to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened as respect to the Acquired Accounts or any of the Acquired Accounts’ properties or assets, and none of the Acquired Accounts is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. Such opinion shall also state that while such counsel has not verified, and is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Proxy Statement, she generally reviewed and discussed certain of such statements with certain officers of the Trust and that in the course of such review and discussion no facts came to the attention of such counsel that led her to believe that, on the effective date of the Registration Statement or on the date of the Meeting and only insofar as such statements relate to the Acquired Accounts, the Proxy Statement contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such opinion may state that such counsel does not express any opinion or belief as to the financial statements or other financial or statistical data, or as to the information relating to Sun Life or the Acquiring Funds, contained in the Proxy Statement or Registration Statement. Such opinion may also state that such opinion is solely for the benefit of the Trust, the Acquiring Funds, its Board of Trustees and its officers. Such opinion shall also include such other matters incidental to the transaction contemplated hereby as the Acquiring Funds may reasonably request. As to matters relating to Sun Life expressed in such opinion, such opinion may rely on, and assume the accuracy of, information in a certificate of an officer of Sun LifeFund.
7.5 The assets of the Acquired Accounts to be acquired by the Acquiring Funds will include no assets which the Acquiring Funds, by reason of limitations contained in the Declaration of Trust or of investment restrictions disclosed in an Acquiring Fund’s prospectus and statement of additional information in effect on the Closing Date, may not properly acquire.
Appears in 1 contract
Samples: Reorganization Agreement (John Hancock Investment Trust Ii)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST. ON BEHALF OF THE ACQUIRED FUND The obligations of the Trust on behalf of the Acquired Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Trust on behalf of the Acquiring FundsFund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:
7.1 6.1 All representations and warranties of Sun Life and the Acquired Accounts Trust on behalf of the Acquiring Fund contained in this Plan Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this PlanAgreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;
7.2 6.2 The Acquired Accounts Trust on behalf of the Acquiring Fund shall have delivered to the Acquiring Funds the Statement of Assets and Liabilities, together with a list Trust on behalf of the Acquired Accounts’ portfolio securities showing the federal income tax bases of and holding periods for such securities as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Acquired Accounts;
7.3 The Acquired Accounts shall have delivered to the Acquiring Funds on the Closing Date Fund a certificate executed in their its name by their President, the Trust's President or Vice President, Secretary or Assistant Secretary President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Funds Trust on behalf of the Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Accounts Trust on behalf of the Acquiring Fund made in this Plan Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that the Acquired Accounts shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied under this Plan at or prior to the Closing DateAgreement, and as to such other matters as the Acquiring Funds Trust on behalf of the Acquired Fund shall reasonably request. Sun Life ; and
6.3 The Acquiring Fund shall have delivered to the Acquired Fund an Acquiring Funds on Fund Tax Representation Certificate in a form acceptable to Xxxxxx Xxxxxx Xxxxxxxxx Xxxx and Xxxx LLP, the Closing Date a certificate executed in its name by at least two authorized officers, in form Acquired Fund and substance satisfactory the Acquiring Fund concerning certain tax-related matters with respect to the Acquiring Funds and dated as of the Closing Date, to the effect that the representations and warranties of Sun Life made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that Sun Life shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied under this Plan at or prior to the Closing Date, and as to such other matters as the Acquiring Funds shall reasonably request;
7.4 The Acquiring Funds shall have received on the Closing Date a favorable opinion from Sxxxx X. Xxxxxx, Associate General Counsel and Senior Vice President of MFS, the Acquired Accounts’ investment adviser, dated as of the Closing Date, in a form satisfactory to the Acquiring Funds to the effect that:
(a) the Variable Accounts were established by Sun Life as separate accounts pursuant to the insurance code of the State of Delaware, and are separate accounts under the provisions of the insurance code;
(b) this Plan has been duly authorized, executed and delivered by the Acquired Accounts and, assuming that the Acquiring Funds prospectus contained in the Registration Statement and the Proxy Statement comply with the Acts, and assuming due authorization, execution and delivery of this Plan by theTrust, on behalf of the Acquiring Funds, is a valid and binding obligation of Sun Life and the Acquired Accounts enforceable against Sun Life and the Acquired Accounts in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;
(c) the Acquired Accounts have power to sell, assign, convey, transfer and deliver the assets contemplated hereby and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Plan, the Acquired Accounts will have duly, sold, assigned, conveyed, transferred and delivered such assets to the Acquiring Funds;
(d) the execution and delivery of this Plan did not, and the consummation of the transactions contemplated hereby will not, violate the Amended and Restated Rules and Regulations, dated May 31, 2001, of any Account or the Master Amended and Restated By-Laws of the Accounts, dated August 6, 2004, or any material provision of any agreement (known to such counsel) to which any Acquired Account is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment or decree to which any Acquired Account is a party or by which it is bound;
(e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Accounts of the transactions contemplated herein, except such as have been obtained under the Acts and such as may be required under state securities laws;
(f) the descriptions in the Proxy Statement of statutes, legal and governmental proceedings and contracts and other documents, if any, only insofar as they relate to Sun Life and the Acquired Accounts, are accurate in all material respects;
(g) to the knowledge of such counsel, there are no legal or governmental proceedings relating to Sun Life or the Acquired Accounts existing on or before the date of mailing the Proxy Statement or the Closing Date required to be described in the Proxy Statement that are not described as required;
(h) to the knowledge of such counsel, each Account is a duly registered investment company and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and
(i) except as may have been previously disclosed by Sun Life or the Acquired Accounts, in writing to the Acquiring Funds, to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened as to the Acquired Accounts or any of the Acquired Accounts’ properties or assets, and none of the Acquired Accounts is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. Such opinion shall also state that while such counsel has not verified, and is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Proxy Statement, she generally reviewed and discussed certain of such statements with certain officers of the Trust and that in the course of such review and discussion no facts came to the attention of such counsel that led her to believe that, on the effective date of the Registration Statement or on the date of the Meeting and only insofar as such statements relate to the Acquired Accounts, the Proxy Statement contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such opinion may state that such counsel does not express any opinion or belief as to the financial statements or other financial or statistical data, or as to the information relating to Sun Life or the Acquiring Funds, contained in the Proxy Statement or Registration Statement. Such opinion may also state that such opinion is solely for the benefit of the Trust, the Acquiring Funds, its Board of Trustees and its officers. Such opinion shall also include such other matters incidental to the transaction contemplated hereby as the Acquiring Funds may reasonably request. As to matters relating to Sun Life expressed in such opinion, such opinion may rely on, and assume the accuracy of, information in a certificate of an officer of Sun LifeFund.
7.5 The assets of the Acquired Accounts to be acquired by the Acquiring Funds will include no assets which the Acquiring Funds, by reason of limitations contained in the Declaration of Trust or of investment restrictions disclosed in an Acquiring Fund’s prospectus and statement of additional information in effect on the Closing Date, may not properly acquire.
Appears in 1 contract
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST. ON BEHALF OF THE ACQUIRING FUND The obligations of the Trust on behalf of the Acquiring FundsFund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Trust II on behalf of the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:
7.1 All representations and warranties of Sun Life and the Trust II on behalf of the Acquired Accounts Fund contained in this Plan Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this PlanAgreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;
7.2 The Trust II on behalf of the Acquired Accounts Fund shall have delivered to the Trust on behalf of the Acquiring Funds Fund the Statement of Assets and LiabilitiesLiabilities of the Acquired Fund, together with a list of the Acquired Accounts’ its portfolio securities showing the federal income tax bases of and holding periods for of such securities securities, as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Acquired AccountsFund;
7.3 The Trust II on behalf of the Acquired Accounts Fund shall have delivered to the Trust on behalf of the Acquiring Funds Fund on the Closing Date a certificate executed in their the name of the Acquired Fund by their President, a President or Vice President, Secretary or Assistant Secretary President and a Treasurer or Assistant TreasurerTreasurer of the Acquired Fund, in form and substance satisfactory to the Trust on behalf of the Acquiring Funds Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Accounts made Fund in this Plan Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that the Acquired Accounts shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied under this Plan at or prior to the Closing DateAgreement, and as to such other matters as the Trust on behalf of the Acquiring Funds Fund shall reasonably request. Sun Life shall have delivered to the Acquiring Funds on the Closing Date a certificate executed in its name by at least two authorized officers, in form and substance satisfactory to the Acquiring Funds and dated as of the Closing Date, to the effect that the representations and warranties of Sun Life made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that Sun Life shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied under this Plan at ;
7.4 At or prior to the Closing Date, and as to such other matters as the Acquiring Funds shall reasonably request;
7.4 The Acquiring Funds shall have received on the Closing Date a favorable opinion from Sxxxx X. Xxxxxx, Associate General Counsel and Senior Vice President of MFS, the Acquired Accounts’ Fund's investment adviser, dated as of or an affiliate thereof, shall have made all payments, or applied all credits, to the Closing Date, Acquired Fund required by any applicable contractual expense limitation; and
7.5 The Acquired Fund shall have delivered to the Acquiring Fund an Acquired Fund Tax Representation Certificate in a form satisfactory acceptable to Wilmer Cutler Xxxxxxxxx Xxxx xxx Xxrr XXX, xxx Xxxxired Xxxx and the Acquiring Funds to the effect that:
(a) the Variable Accounts were established by Sun Life as separate accounts pursuant to the insurance code of the State of Delaware, and are separate accounts under the provisions of the insurance code;
(b) this Plan has been duly authorized, executed and delivered by the Acquired Accounts and, assuming that the Acquiring Funds prospectus contained in the Registration Statement and the Proxy Statement comply Fund concerning certain tax-related matters with the Acts, and assuming due authorization, execution and delivery of this Plan by theTrust, on behalf of the Acquiring Funds, is a valid and binding obligation of Sun Life and the Acquired Accounts enforceable against Sun Life and the Acquired Accounts in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;
(c) the Acquired Accounts have power to sell, assign, convey, transfer and deliver the assets contemplated hereby and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Plan, the Acquired Accounts will have duly, sold, assigned, conveyed, transferred and delivered such assets to the Acquiring Funds;
(d) the execution and delivery of this Plan did not, and the consummation of the transactions contemplated hereby will not, violate the Amended and Restated Rules and Regulations, dated May 31, 2001, of any Account or the Master Amended and Restated By-Laws of the Accounts, dated August 6, 2004, or any material provision of any agreement (known to such counsel) to which any Acquired Account is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment or decree to which any Acquired Account is a party or by which it is bound;
(e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Accounts of the transactions contemplated herein, except such as have been obtained under the Acts and such as may be required under state securities laws;
(f) the descriptions in the Proxy Statement of statutes, legal and governmental proceedings and contracts and other documents, if any, only insofar as they relate to Sun Life and the Acquired Accounts, are accurate in all material respects;
(g) to the knowledge of such counsel, there are no legal or governmental proceedings relating to Sun Life or the Acquired Accounts existing on or before the date of mailing the Proxy Statement or the Closing Date required to be described in the Proxy Statement that are not described as required;
(h) to the knowledge of such counsel, each Account is a duly registered investment company and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and
(i) except as may have been previously disclosed by Sun Life or the Acquired Accounts, in writing to the Acquiring Funds, to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened as respect to the Acquired Accounts or any of the Acquired Accounts’ properties or assets, and none of the Acquired Accounts is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. Such opinion shall also state that while such counsel has not verified, and is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Proxy Statement, she generally reviewed and discussed certain of such statements with certain officers of the Trust and that in the course of such review and discussion no facts came to the attention of such counsel that led her to believe that, on the effective date of the Registration Statement or on the date of the Meeting and only insofar as such statements relate to the Acquired Accounts, the Proxy Statement contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such opinion may state that such counsel does not express any opinion or belief as to the financial statements or other financial or statistical data, or as to the information relating to Sun Life or the Acquiring Funds, contained in the Proxy Statement or Registration Statement. Such opinion may also state that such opinion is solely for the benefit of the Trust, the Acquiring Funds, its Board of Trustees and its officers. Such opinion shall also include such other matters incidental to the transaction contemplated hereby as the Acquiring Funds may reasonably request. As to matters relating to Sun Life expressed in such opinion, such opinion may rely on, and assume the accuracy of, information in a certificate of an officer of Sun LifeFund.
7.5 The assets of the Acquired Accounts to be acquired by the Acquiring Funds will include no assets which the Acquiring Funds, by reason of limitations contained in the Declaration of Trust or of investment restrictions disclosed in an Acquiring Fund’s prospectus and statement of additional information in effect on the Closing Date, may not properly acquire.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Hancock John Capital Series)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST. ON BEHALF OF THE ACQUIRED FUND The obligations of the Trust on behalf of the Acquired Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Trust II on behalf of the Acquiring FundsFund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:
7.1 6.1 All representations and warranties of Sun Life and the Acquired Accounts Trust II on behalf of the Acquiring Fund contained in this Plan Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this PlanAgreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;; and
7.2 6.2 The Acquired Accounts Trust II on behalf of the Acquiring Fund shall have delivered to the Acquiring Funds the Statement of Assets and Liabilities, together with a list of the Acquired Accounts’ portfolio securities showing the federal income tax bases of and holding periods for such securities as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Acquired Accounts;
7.3 The Acquired Accounts shall have delivered to the Acquiring Funds on the Closing Date Fund a certificate executed in their its name by their President, the Trust II's President or Vice President, Secretary or Assistant Secretary President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Funds Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Accounts Trust II on behalf of the Acquiring Fund made in this Plan Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that the Acquired Accounts shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied under this Plan at or prior to the Closing DateAgreement, and as to such other matters as the Acquiring Funds Trust on behalf of the Acquired Fund shall reasonably request. Sun Life .
6.3 The Acquiring Fund shall have delivered to the Acquired Fund an Acquiring Funds on Fund Tax Representation Certificate substantially in the Closing Date a certificate executed in its name by at least two authorized officers, in form and substance satisfactory attached to this Agreement as Annex A concerning certain tax-related matters with respect to the Acquiring Funds and dated as of the Closing Date, to the effect that the representations and warranties of Sun Life made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that Sun Life shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied under this Plan at or prior to the Closing Date, and as to such other matters as the Acquiring Funds shall reasonably request;
7.4 The Acquiring Funds shall have received on the Closing Date a favorable opinion from Sxxxx X. Xxxxxx, Associate General Counsel and Senior Vice President of MFS, the Acquired Accounts’ investment adviser, dated as of the Closing Date, in a form satisfactory to the Acquiring Funds to the effect that:
(a) the Variable Accounts were established by Sun Life as separate accounts pursuant to the insurance code of the State of Delaware, and are separate accounts under the provisions of the insurance code;
(b) this Plan has been duly authorized, executed and delivered by the Acquired Accounts and, assuming that the Acquiring Funds prospectus contained in the Registration Statement and the Proxy Statement comply with the Acts, and assuming due authorization, execution and delivery of this Plan by theTrust, on behalf of the Acquiring Funds, is a valid and binding obligation of Sun Life and the Acquired Accounts enforceable against Sun Life and the Acquired Accounts in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;
(c) the Acquired Accounts have power to sell, assign, convey, transfer and deliver the assets contemplated hereby and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Plan, the Acquired Accounts will have duly, sold, assigned, conveyed, transferred and delivered such assets to the Acquiring Funds;
(d) the execution and delivery of this Plan did not, and the consummation of the transactions contemplated hereby will not, violate the Amended and Restated Rules and Regulations, dated May 31, 2001, of any Account or the Master Amended and Restated By-Laws of the Accounts, dated August 6, 2004, or any material provision of any agreement (known to such counsel) to which any Acquired Account is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment or decree to which any Acquired Account is a party or by which it is bound;
(e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Accounts of the transactions contemplated herein, except such as have been obtained under the Acts and such as may be required under state securities laws;
(f) the descriptions in the Proxy Statement of statutes, legal and governmental proceedings and contracts and other documents, if any, only insofar as they relate to Sun Life and the Acquired Accounts, are accurate in all material respects;
(g) to the knowledge of such counsel, there are no legal or governmental proceedings relating to Sun Life or the Acquired Accounts existing on or before the date of mailing the Proxy Statement or the Closing Date required to be described in the Proxy Statement that are not described as required;
(h) to the knowledge of such counsel, each Account is a duly registered investment company and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and
(i) except as may have been previously disclosed by Sun Life or the Acquired Accounts, in writing to the Acquiring Funds, to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened as to the Acquired Accounts or any of the Acquired Accounts’ properties or assets, and none of the Acquired Accounts is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. Such opinion shall also state that while such counsel has not verified, and is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Proxy Statement, she generally reviewed and discussed certain of such statements with certain officers of the Trust and that in the course of such review and discussion no facts came to the attention of such counsel that led her to believe that, on the effective date of the Registration Statement or on the date of the Meeting and only insofar as such statements relate to the Acquired Accounts, the Proxy Statement contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such opinion may state that such counsel does not express any opinion or belief as to the financial statements or other financial or statistical data, or as to the information relating to Sun Life or the Acquiring Funds, contained in the Proxy Statement or Registration Statement. Such opinion may also state that such opinion is solely for the benefit of the Trust, the Acquiring Funds, its Board of Trustees and its officers. Such opinion shall also include such other matters incidental to the transaction contemplated hereby as the Acquiring Funds may reasonably request. As to matters relating to Sun Life expressed in such opinion, such opinion may rely on, and assume the accuracy of, information in a certificate of an officer of Sun LifeFund.
7.5 The assets of the Acquired Accounts to be acquired by the Acquiring Funds will include no assets which the Acquiring Funds, by reason of limitations contained in the Declaration of Trust or of investment restrictions disclosed in an Acquiring Fund’s prospectus and statement of additional information in effect on the Closing Date, may not properly acquire.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Hancock John Variable Series Trust I)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST. ON BEHALF OF THE ACQUIRING FUND The obligations of the Trust, on behalf of the Acquiring FundsFund, to consummate the transactions provided for herein shall be subject to the following conditions:
7.1 All representations and warranties of Sun Life and the Trust, on behalf of the Acquired Accounts Fund, contained in this Plan Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this PlanAgreement, as of the Closing Date Date, with the same force and effect as if made on and as of the Closing Date;.
7.2 The Trust, on behalf of the Acquired Accounts Fund, shall have performed all of the covenants and complied with all of the provisions required by this Agreement to be performed or complied with by the Trust, on behalf of the Acquired Fund, on or before the Closing Date.
7.3 The Trust, on behalf of the Acquired Fund, shall have delivered to the Acquiring Funds the Fund a Statement of Assets and Liabilities, together with a list Liabilities of the Acquired Accounts’ portfolio securities showing the federal income tax bases of and holding periods for such securities Fund as of the Closing Date, including a schedule of investments, certified by the Treasurer or Assistant Treasurer of the Trust, on behalf of the Acquired Accounts;Fund. The Trust, on behalf of the Acquired Fund, shall have executed and delivered all such assignments and other instruments of transfer as the Acquiring Fund may reasonably deem necessary or desirable in order to vest in and confirm (a) the Acquired Fund's title to and possession of the Acquiring Fund Shares to be delivered hereunder and (b) the Acquiring Fund's title to and possession of all the Assets and to otherwise to carry out the intent and purpose of this Agreement.
7.3 7.4 The Trust, on behalf of the Acquired Accounts Fund, shall have delivered to the Acquiring Funds on the Closing Date Fund a certificate executed in their the name of the Trust, on behalf of the Acquired Fund, by their President, the Trust's President or Vice President, Secretary or Assistant Secretary President and its Treasurer or Assistant Treasurer, in a form and substance reasonably satisfactory to the Acquiring Funds Fund and dated as of the Closing Date, as to the effect that the representations matters set forth in paragraphs 7.1 and warranties of the Acquired Accounts made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that the Acquired Accounts shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied under this Plan at or prior to the Closing Date, 7.2 and as to such other matters as the Acquiring Funds Trust shall reasonably request. Sun Life shall have delivered to the Acquiring Funds on the Closing Date a certificate executed in its name by at least two authorized officers, in form and substance satisfactory to the Acquiring Funds and dated as of the Closing Date, to the effect that the representations and warranties of Sun Life made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that Sun Life shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied under this Plan at or prior to the Closing Date, and as to such other matters as the Acquiring Funds shall reasonably request;.
7.4 7.5 The Acquiring Funds shall have received on the Closing Date a favorable opinion from Sxxxx X. Xxxxxx, Associate General Counsel and Senior Vice President of MFS, the Acquired Accounts’ investment adviser, dated as of the Closing Date, in a form satisfactory to the Acquiring Funds to the effect that:
(a) the Variable Accounts were established by Sun Life as separate accounts pursuant to the insurance code of the State of Delaware, and are separate accounts under the provisions of the insurance code;
(b) this Plan has been duly authorized, executed and delivered by the Acquired Accounts and, assuming that the Acquiring Funds prospectus contained in the Registration Statement and the Proxy Statement comply with the Acts, and assuming due authorization, execution and delivery of this Plan by theTrustTrust, on behalf of each of the Acquired Fund and the Acquiring FundsFund, is a valid shall have agreed on the number of full and binding obligation of Sun Life and fractional Acquiring Fund Shares to be issued in connection with the Acquired Accounts enforceable against Sun Life and the Acquired Accounts Reorganization after such number has been calculated in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;
(c) the Acquired Accounts have power to sell, assign, convey, transfer and deliver the assets contemplated hereby and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Plan, the Acquired Accounts will have duly, sold, assigned, conveyed, transferred and delivered such assets to the Acquiring Funds;
(d) the execution and delivery of this Plan did not, and the consummation of the transactions contemplated hereby will not, violate the Amended and Restated Rules and Regulations, dated May 31, 2001, of any Account or the Master Amended and Restated By-Laws of the Accounts, dated August 6, 2004, or any material provision of any agreement (known to such counsel) to which any Acquired Account is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment or decree to which any Acquired Account is a party or by which it is bound;
(e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Accounts of the transactions contemplated herein, except such as have been obtained under the Acts and such as may be required under state securities laws;
(f) the descriptions in the Proxy Statement of statutes, legal and governmental proceedings and contracts and other documents, if any, only insofar as they relate to Sun Life and the Acquired Accounts, are accurate in all material respects;
(g) to the knowledge of such counsel, there are no legal or governmental proceedings relating to Sun Life or the Acquired Accounts existing on or before the date of mailing the Proxy Statement or the Closing Date required to be described in the Proxy Statement that are not described as required;
(h) to the knowledge of such counsel, each Account is a duly registered investment company and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and
(i) except as may have been previously disclosed by Sun Life or the Acquired Accounts, in writing to the Acquiring Funds, to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened as to the Acquired Accounts or any of the Acquired Accounts’ properties or assets, and none of the Acquired Accounts is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. Such opinion shall also state that while such counsel has not verified, and is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Proxy Statement, she generally reviewed and discussed certain of such statements with certain officers of the Trust and that in the course of such review and discussion no facts came to the attention of such counsel that led her to believe that, on the effective date of the Registration Statement or on the date of the Meeting and only insofar as such statements relate to the Acquired Accounts, the Proxy Statement contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such opinion may state that such counsel does not express any opinion or belief as to the financial statements or other financial or statistical data, or as to the information relating to Sun Life or the Acquiring Funds, contained in the Proxy Statement or Registration Statement. Such opinion may also state that such opinion is solely for the benefit of the Trust, the Acquiring Funds, its Board of Trustees and its officers. Such opinion shall also include such other matters incidental to the transaction contemplated hereby as the Acquiring Funds may reasonably request. As to matters relating to Sun Life expressed in such opinion, such opinion may rely on, and assume the accuracy of, information in a certificate of an officer of Sun Lifeparagraph 1.1.
7.5 The assets of the Acquired Accounts to be acquired by the Acquiring Funds will include no assets which the Acquiring Funds, by reason of limitations contained in the Declaration of Trust or of investment restrictions disclosed in an Acquiring Fund’s prospectus and statement of additional information in effect on the Closing Date, may not properly acquire.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Legg Mason Partners Variable Equity Trust)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST. ON BEHALF OF THE ACQUIRED FUND The obligations of the Trust on behalf of the Acquired Fund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Trust II on behalf of the Acquiring FundsFund of all the obligations to be performed by it hereunder on or before the Closing Date, and, in addition thereto, the following further conditions:
7.1 6.1 All representations and warranties of Sun Life and the Acquired Accounts Trust II on behalf of the Acquiring Fund contained in this Plan Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this PlanAgreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;; and
7.2 6.2 The Acquired Accounts Trust II on behalf of the Acquiring Fund shall have delivered to the Acquiring Funds the Statement of Assets and Liabilities, together with a list of the Acquired Accounts’ portfolio securities showing the federal income tax bases of and holding periods for such securities as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Acquired Accounts;
7.3 The Acquired Accounts shall have delivered to the Acquiring Funds on the Closing Date Fund a certificate executed in their its name by their President, the Trust II's President or Vice President, Secretary or Assistant Secretary President and its Treasurer or Assistant Treasurer, in form and substance satisfactory to the Acquiring Funds Acquired Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Accounts Trust II on behalf of the Acquiring Fund made in this Plan Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that the Acquired Accounts shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied under this Plan at or prior to the Closing DateAgreement, and as to such other matters as the Acquiring Funds shall reasonably request. Sun Life shall have delivered to the Acquiring Funds on the Closing Date a certificate executed in its name by at least two authorized officers, in form and substance satisfactory to the Acquiring Funds and dated as of the Closing Date, to the effect that the representations and warranties of Sun Life made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that Sun Life shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied under this Plan at or prior to the Closing Date, and as to such other matters as the Acquiring Funds shall reasonably request;
7.4 The Acquiring Funds shall have received on the Closing Date a favorable opinion from Sxxxx X. Xxxxxx, Associate General Counsel and Senior Vice President of MFS, the Acquired Accounts’ investment adviser, dated as of the Closing Date, in a form satisfactory to the Acquiring Funds to the effect that:
(a) the Variable Accounts were established by Sun Life as separate accounts pursuant to the insurance code of the State of Delaware, and are separate accounts under the provisions of the insurance code;
(b) this Plan has been duly authorized, executed and delivered by the Acquired Accounts and, assuming that the Acquiring Funds prospectus contained in the Registration Statement and the Proxy Statement comply with the Acts, and assuming due authorization, execution and delivery of this Plan by theTrust, Trust on behalf of the Acquiring Funds, is a valid and binding obligation of Sun Life and the Acquired Accounts enforceable against Sun Life and the Acquired Accounts in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;
(c) the Acquired Accounts have power to sell, assign, convey, transfer and deliver the assets contemplated hereby and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Plan, the Acquired Accounts will have duly, sold, assigned, conveyed, transferred and delivered such assets to the Acquiring Funds;
(d) the execution and delivery of this Plan did not, and the consummation of the transactions contemplated hereby will not, violate the Amended and Restated Rules and Regulations, dated May 31, 2001, of any Account or the Master Amended and Restated By-Laws of the Accounts, dated August 6, 2004, or any material provision of any agreement (known to such counsel) to which any Acquired Account is a party or by which it is bound or, to the knowledge of such counsel, result in the acceleration of any obligation or the imposition of any penalty, under any agreement, judgment or decree to which any Acquired Account is a party or by which it is bound;
(e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Accounts of the transactions contemplated herein, except such as have been obtained under the Acts and such as may be required under state securities laws;
(f) the descriptions in the Proxy Statement of statutes, legal and governmental proceedings and contracts and other documents, if any, only insofar as they relate to Sun Life and the Acquired Accounts, are accurate in all material respects;
(g) to the knowledge of such counsel, there are no legal or governmental proceedings relating to Sun Life or the Acquired Accounts existing on or before the date of mailing the Proxy Statement or the Closing Date required to be described in the Proxy Statement that are not described as required;
(h) to the knowledge of such counsel, each Account is a duly registered investment company and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and
(i) except as may have been previously disclosed by Sun Life or the Acquired Accounts, in writing to the Acquiring Funds, to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened as to the Acquired Accounts or any of the Acquired Accounts’ properties or assets, and none of the Acquired Accounts is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. Such opinion Fund shall also state that while such counsel has not verified, and is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Proxy Statement, she generally reviewed and discussed certain of such statements with certain officers of the Trust and that in the course of such review and discussion no facts came to the attention of such counsel that led her to believe that, on the effective date of the Registration Statement or on the date of the Meeting and only insofar as such statements relate to the Acquired Accounts, the Proxy Statement contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such opinion may state that such counsel does not express any opinion or belief as to the financial statements or other financial or statistical data, or as to the information relating to Sun Life or the Acquiring Funds, contained in the Proxy Statement or Registration Statement. Such opinion may also state that such opinion is solely for the benefit of the Trust, the Acquiring Funds, its Board of Trustees and its officers. Such opinion shall also include such other matters incidental to the transaction contemplated hereby as the Acquiring Funds may reasonably request. As to matters relating to Sun Life expressed in such opinion, such opinion may rely on, and assume the accuracy of, information in a certificate of an officer of Sun Life.
7.5 The assets of the Acquired Accounts to be acquired by the Acquiring Funds will include no assets which the Acquiring Funds, by reason of limitations contained in the Declaration of Trust or of investment restrictions disclosed in an Acquiring Fund’s prospectus and statement of additional information in effect on the Closing Date, may not properly acquire.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Hancock John Strategic Series)
CONDITIONS PRECEDENT TO OBLIGATIONS OF THE TRUST. II ON BEHALF OF THE ACQUIRING FUND The obligations of the Trust II on behalf of the Acquiring FundsFund to complete the transactions provided for herein shall be, at its election, subject to the performance by the Acquired Fund of all the obligations to be performed by it hereunder on or before the Closing Date and, in addition thereto, the following conditions:
7.1 All representations and warranties of Sun Life and the Acquired Accounts Fund contained in this Plan Agreement shall be true and correct in all material respects as of the date hereof and, except as they may be affected by the transactions contemplated by this PlanAgreement, as of the Closing Date with the same force and effect as if made on and as of the Closing Date;
7.2 The Trust on behalf of the Acquired Accounts Fund shall have delivered to the Trust II on behalf of the Acquiring Funds Fund the Statement of Assets and LiabilitiesLiabilities of the Acquired Fund, together with a list of the Acquired Accounts’ its portfolio securities showing the federal income tax bases of and holding periods for of such securities securities, as of the Closing Date, certified by the Treasurer or Assistant Treasurer of the Acquired AccountsTrust;
7.3 The Trust on behalf of the Acquired Accounts Fund shall have delivered to the Trust II on behalf of the Acquiring Funds Fund on the Closing Date a certificate executed in their the name of the Acquired Fund by their President, a President or Vice President, Secretary or Assistant Secretary President and a Treasurer or Assistant TreasurerTreasurer of the Trust, in form and substance satisfactory to the Trust II on behalf of the Acquiring Funds Fund and dated as of the Closing Date, to the effect that the representations and warranties of the Acquired Accounts made Fund in this Plan Agreement are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that the Acquired Accounts shall have complied with all covenants and agreements and satisfied all conditions on their part to be performed or satisfied under this Plan at or prior to the Closing DateAgreement, and as to such other matters as the Trust II on behalf of the Acquiring Funds Fund shall reasonably request. Sun Life shall have delivered to the Acquiring Funds on the Closing Date a certificate executed in its name by at least two authorized officers, in form and substance satisfactory to the Acquiring Funds and dated as of the Closing Date, to the effect that the representations and warranties of Sun Life made in this Plan are true and correct at and as of the Closing Date, except as they may be affected by the transactions contemplated by this Plan, and that Sun Life shall have complied with all covenants and agreements and satisfied all conditions on its part to be performed or satisfied under this Plan at ; and
7.4 At or prior to the Closing Date, and as to such other matters as the Acquiring Funds shall reasonably request;
7.4 The Acquiring Funds shall have received on the Closing Date a favorable opinion from Sxxxx X. Xxxxxx, Associate General Counsel and Senior Vice President of MFS, the Acquired Accounts’ Fund's investment adviser, dated as of the Closing Dateor an affiliate thereof, in a form satisfactory to the Acquiring Funds to the effect that:
(a) the Variable Accounts were established by Sun Life as separate accounts pursuant to the insurance code of the State of Delaware, and are separate accounts under the provisions of the insurance code;
(b) this Plan has been duly authorized, executed and delivered by the Acquired Accounts and, assuming that the Acquiring Funds prospectus contained in the Registration Statement and the Proxy Statement comply with the Acts, and assuming due authorization, execution and delivery of this Plan by theTrust, on behalf of the Acquiring Funds, is a valid and binding obligation of Sun Life and the Acquired Accounts enforceable against Sun Life and the Acquired Accounts in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and other equitable principles;
(c) the Acquired Accounts shall have power to sell, assign, convey, transfer and deliver the assets contemplated hereby and, upon consummation of the transactions contemplated hereby in accordance with the terms of this Plan, the Acquired Accounts will have duly, sold, assigned, conveyed, transferred and delivered such assets to the Acquiring Funds;
(d) the execution and delivery of this Plan did not, and the consummation of the transactions contemplated hereby will not, violate the Amended and Restated Rules and Regulations, dated May 31, 2001, of any Account or the Master Amended and Restated By-Laws of the Accounts, dated August 6, 2004made all payments, or any material provision of any agreement (known to such counsel) to which any Acquired Account is a party or by which it is bound orapplied all credits, to the knowledge of such counsel, result in the acceleration of Acquired Fund required by any obligation or the imposition of any penalty, under any agreement, judgment or decree to which any Acquired Account is a party or by which it is bound;
(e) to the knowledge of such counsel, no consent, approval, authorization or order of any court or governmental authority is required for the consummation by the Acquired Accounts of the transactions contemplated herein, except such as have been obtained under the Acts and such as may be required under state securities laws;
(f) the descriptions in the Proxy Statement of statutes, legal and governmental proceedings and contracts and other documents, if any, only insofar as they relate to Sun Life and the Acquired Accounts, are accurate in all material respects;
(g) to the knowledge of such counsel, there are no legal or governmental proceedings relating to Sun Life or the Acquired Accounts existing on or before the date of mailing the Proxy Statement or the Closing Date required to be described in the Proxy Statement that are not described as required;
(h) to the knowledge of such counsel, each Account is a duly registered investment company and, to the knowledge of such counsel, its registration with the Commission as an investment company under the 1940 Act is in full force and effect; and
(i) except as may have been previously disclosed by Sun Life or the Acquired Accounts, in writing to the Acquiring Funds, to the knowledge of such counsel, no litigation or administrative proceeding or investigation of or before any court or governmental body is currently pending or threatened as to the Acquired Accounts or any of the Acquired Accounts’ properties or assets, and none of the Acquired Accounts is a party to or subject to the provisions of any order, decree or judgment of any court or governmental body that materially and adversely affects its business or its ability to consummate the transactions contemplated hereby. Such opinion shall also state that while such counsel has not verified, and is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Proxy Statement, she generally reviewed and discussed certain of such statements with certain officers of the Trust and that in the course of such review and discussion no facts came to the attention of such counsel that led her to believe that, on the effective date of the Registration Statement or on the date of the Meeting and only insofar as such statements relate to the Acquired Accounts, the Proxy Statement contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such opinion may state that such counsel does not express any opinion or belief as to the financial statements or other financial or statistical data, or as to the information relating to Sun Life or the Acquiring Funds, contained in the Proxy Statement or Registration Statement. Such opinion may also state that such opinion is solely for the benefit of the Trust, the Acquiring Funds, its Board of Trustees and its officers. Such opinion shall also include such other matters incidental to the transaction contemplated hereby as the Acquiring Funds may reasonably request. As to matters relating to Sun Life expressed in such opinion, such opinion may rely on, and assume the accuracy of, information in a certificate of an officer of Sun Lifeapplicable contractual expense limitation.
7.5 The assets of the Acquired Accounts to be acquired by the Acquiring Funds will include no assets which the Acquiring Funds, by reason of limitations contained in the Declaration of Trust or of investment restrictions disclosed in an Acquiring Fund’s prospectus and statement of additional information in effect on the Closing Date, may not properly acquire.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Hancock John Strategic Series)
