Covenants of the Acquired Fund and the Acquiring Fund. The Acquired Fund and the Acquiring Fund hereby covenant and agree with the other as follows:
Covenants of the Acquired Fund and the Acquiring Fund. The Acquiring Trust, on behalf of the Acquiring Fund, and the Trust, on behalf of the Acquired Fund, each hereby covenants and agrees with the other as follows:
Covenants of the Acquired Fund and the Acquiring Fund. 5.1. The Acquiring Fund and the Acquired Fund will operate their respective businesses in the ordinary course between the date hereof and the Closing Date. It is understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions.
Covenants of the Acquired Fund and the Acquiring Fund. 5.l. The Acquiring Fund and the Acquired Fund each will operate its business in the ordinary course between the date hereof and the Closing Date. It is understood that such ordinary course of business will include the declaration and payment of customary dividends and distributions and any other dividends and distributions deemed advisable, in each case payable either in cash or in additional shares.
Covenants of the Acquired Fund and the Acquiring Fund. The Acquired Fund and the Acquiring Fund hereby covenant and agree with the other as follows:
(a) Each of the Acquired Fund and the Acquiring Fund will operate its business as presently conducted in the ordinary course of business between the date hereof and the Closing Date, it being understood that with respect to the Acquired Fund, such ordinary course of business will include regular and customary periodic dividends and distributions, and with respect to the Acquiring Fund, it shall be limited to such actions as are customary to the organization of a new series prior to its commencement of operations.
(b) The Company, on behalf of the Acquired Fund, will call a meeting of its shareholders to be held prior to the Closing Date to consider and act upon this Agreement and take all other reasonable action necessary to obtain the required shareholder approval of the Reorganization contemplated hereby.
(c) In connection with the Acquired Fund shareholders’ meeting referred to in sub-section (b) above, the Acquiring Fund will prepare the Prospectus/Proxy Statement for such meeting, to be included in the N-14 Registration Statement, which the Trust, on behalf of the Acquiring Fund, will prepare and file for registration under the 1933 Act of the Merger Shares to be distributed to the Acquired Fund’s shareholders pursuant hereto, all in compliance with the applicable requirements of the 1933 Act, the 1934 Act, and the 1940 Act. The Acquiring Fund will use its best efforts to provide for the N-14 Registration Statement to become effective as promptly as practicable. The Acquired Fund and the Acquiring Fund will cooperate fully with each other, and each will furnish to the other the information relating to itself to be set forth in the N-14 Registration Statement, as required by the 1933 Act, the 1934 Act, the 1940 Act and the rules and regulations thereunder and the state securities laws.
(d) The information to be furnished by the Acquired Fund and the Acquiring Fund for use in the N-14 Registration Statement shall be accurate and complete in all material respects and shall comply with federal securities and other laws and regulations thereunder applicable thereto.
Covenants of the Acquired Fund and the Acquiring Fund. 5.1. The Acquiring Fund and the Acquired Fund will operate their respective businesses in the ordinary course between the date hereof and the Closing Date, it being understood that, with respect to the Acquired Fund, such ordinary course of business will include purchases and sales of portfolio securities and other instruments, sales and redemptions of Acquired Fund shares, and the declaration and payment of customary dividends and distributions, and with respect to the Acquiring Fund, it shall be limited to such actions as are customary to the organization of a new series prior to its commencement of operations.
Covenants of the Acquired Fund and the Acquiring Fund. The Acquired Fund and the Acquiring Fund each hereby covenants and agrees with the other as follows: - EACH OF THE ACQUIRING FUND AND THE ACQUIRED FUND EACH WILL OPERATE ITS BUSINESS IN THE ORDINARY COURSE BETWEEN THE DATE HEREOF AND THE CLOSING DATE, IT BEING UNDERSTOOD THAT SUCH ORDINARY COURSE OF BUSINESS WILL INCLUDE REGULAR AND CUSTOMARY PERIODIC DIVIDENDS AND DISTRIBUTIONS. - THE ACQUIRED FUND WILL CALL A MEETING OF ITS SHAREHOLDERS TO BE HELD PRIOR TO THE CLOSING DATE TO ELECT THE BOARD OF DIRECTORS OF THE ACQUIRED FUND AND TAKE ALL OTHER REASONABLE ACTION NECESSARY TO OBTAIN THE REQUIRED SHAREHOLDER APPROVAL OF THE TRANSACTIONS CONTEMPLATED HEREBY. - IN CONNECTION WITH THE ACQUIRED FUND SHAREHOLDERS' MEETING REFERRED TO IN PARAGRAPH 5.2, THE ACQUIRED FUND WILL PREPARE A PROXY STATEMENT FOR SUCH MEETING, TO BE DISTRIBUTED TO THE ACQUIRED FUND SHAREHOLDERS PURSUANT HERETO, ALL IN COMPLIANCE WITH THE APPLICABLE REQUIREMENTS OF THE 1934 ACT AND THE 1940 ACT. - THE INFORMATION TO BE FURNISHED BY THE ACQUIRED FUND AND THE ACQUIRING FUND FOR USE IN THE PROXY STATEMENT, AS REFERRED TO IN PARAGRAPH 5.3, SHALL BE ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS AND SHALL COMPLY WITH FEDERAL SECURITIES AND OTHER LAWS AND REGULATIONS THEREUNDER APPLICABLE THERETO. - THE ACQUIRING FUND WILL ADVISE THE ACQUIRED FUND PROMPTLY IF AT ANY TIME PRIOR TO THE CLOSING DATE THE ASSETS OF THE ACQUIRED FUND INCLUDE ANY SECURITIES WHICH THE ACQUIRING FUND IS NOT PERMITTED TO ACQUIRE. - SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, THE ACQUIRED FUND AND THE ACQUIRING FUND WILL EACH TAKE, OR CAUSE TO BE TAKEN, ALL ACTION, AND DO OR CAUSE TO BE DONE, ALL THINGS REASONABLY NECESSARY, PROPER OR ADVISABLE TO CAUSE THE CONDITIONS TO THE OTHER PARTY'S OBLIGATIONS TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY TO BE MET OR FULFILLED AND OTHERWISE TO CONSUMMATE AND MAKE EFFECTIVE SUCH TRANSACTIONS. - THE ACQUIRING FUND WILL USE ALL REASONABLE EFFORTS TO OBTAIN THE APPROVALS AND AUTHORIZATIONS REQUIRED BY THE 1933 ACT, THE 1940 ACT AND SUCH OF THE STATE SECURITIES OR "BLUE SKY" LAWS AS IT MAY DEEM APPROPRIATE IN ORDER TO CONTINUE ITS OPERATIONS AFTER THE CLOSING DATE. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND. The obligations of the Acquired Fund to consummate the transactions provided for herein shall be subject, at its election, to the performance by the Acquiring Fund of all the obligations to be performed by them hereunder on or before the Closing Date and, in addi...
Covenants of the Acquired Fund and the Acquiring Fund
