Dissolution of the Trust or Termination of a Class. (a) The Trust shall have perpetual existence, except that the Trust shall be dissolved upon approval by vote of the Board followed by a vote of Shareholders as set forth in Section 9.1; provided that if the affirmative vote of at least seventy-five percent (75%) of the Board approves the dissolution, no vote of Shareholders shall be required to dissolve the Trust. (b) Upon dissolution of the Trust, the Trust shall carry on no business except for the purpose of winding up its affairs, and all powers of the Trustees under this Agreement shall continue until such affairs have been wound up. Without limiting the foregoing, the Trustees shall (in accordance with Section 3808 of the Delaware Act) have the power to: (1) Fulfill or discharge the contracts of the Trust; (2) Collect its assets; (3) Sell, convey, assign, exchange, merge where the Trust is not the survivor, transfer or otherwise dispose of all or any part of the remaining Trust Property to one or more Persons at public or private sale for consideration which may consist in whole or in part in cash, securities or other property of any kind; (4) Pay or make reasonable provision (including through the use of a liquidating trust) to pay all claims and obligations of the Trust, including all contingent, conditional or unmatured claims and obligations known to the Trust, and all claims and obligations which are known to the Trust, but for which the identity of the claimant is unknown, and claims and obligations that have not been made known to the Trust or that have not arisen but that, based on the facts known to the Trust, are likely to arise or to become known to the Trust within 10 years after the date of dissolution; and (5) Do all other acts appropriate to liquidate its business. (c) If there are sufficient assets held with respect to the Trust, such claims and obligations shall be paid in full and any such provisions for payment shall be made in full. If there are insufficient assets held with respect to the Trust, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Any remaining assets (including, without limitation, cash, securities or any combination thereof) held with respect to the Trust shall be distributed to the Record Owners of the Trust ratably according to the number of Shares of the Trust held of record by the several Record Owners on the date for such dissolution distribution, subject to any then-existing preferential rights of Shares. (d) On dissolution of the Trust, following completion of winding up of its business, any one (1) Trustee shall execute, and cause to be filed, a certificate of cancellation, with the office of the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Delaware Act, whereupon the Trust shall terminate and the Trustees and the Trust shall be discharged from all further liabilities and duties hereunder with respect thereto. The Trustees shall not be personally liable to the claimants of the dissolved Trust by reason of the Trustees’ actions in winding up the Trust’s affairs if the Trustees complied with Section 3808(e) of the Delaware Act. (e) Each class hereafter created shall have perpetual existence unless terminated upon: (1) The vote of the Board of Trustees; or (2) The occurrence of a termination event pursuant to any Board resolution establishing and designating such class.
Appears in 15 contracts
Samples: Agreement and Declaration of Trust (Invesco Trust for Investment Grade New York Municipals), Trust Agreement (Invesco Bond Fund), Agreement and Declaration of Trust (Invesco Municipal Trust)
Dissolution of the Trust or Termination of a Class. (a) The Trust shall have perpetual existence, except that the Trust shall be dissolved upon approval by vote of the Board followed by a vote of Shareholders as set forth in Section 9.1; provided that if the affirmative vote of at least seventy-five percent (75%) of the Board approves the dissolution, no vote of Shareholders shall be required to dissolve the Trust.
(b) Upon dissolution of the Trust, the Trust shall carry on no business except for the purpose of winding up its affairs, and all powers of the Trustees under this Agreement shall continue until such affairs have been wound up. Without limiting the foregoing, the Trustees shall (in accordance with Section 3808 of the Delaware Act) have the power to:
(1) Fulfill or discharge the contracts of the Trust;
(2) Collect its assets;
(3) Sell, convey, assign, exchange, merge where the Trust is not the survivor, transfer or otherwise dispose of all or any part of the remaining Trust Property to one or more Persons at public or private sale for consideration which may consist in whole or in part in cash, securities or other property of any kind;
(4) Pay or make reasonable provision (including through the use of a liquidating trust) to pay all claims and obligations of the Trust, including all contingent, conditional or unmatured claims and obligations known to the Trust, and all claims and obligations which are known to the Trust, but for which the identity of the claimant is unknown, and claims and obligations that have not been made known to the Trust or that have not arisen but that, based on the facts known to the Trust, are likely to arise or to become known to the Trust within 10 years after the date of dissolution; and
(5) Do all other acts appropriate to liquidate its business.
(c) If there are sufficient assets held with respect to the Trust, such claims and obligations shall be paid in full and any such provisions for payment shall be made in full. If there are insufficient assets held with respect to the Trust, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Any remaining assets (including, without limitation, cash, securities or any combination thereof) held with respect to the Trust shall be distributed to the Record Owners of the Trust ratably according to the number of Shares of the Trust held of record by the several Record Owners on the date for such dissolution distribution, subject to any then-then existing preferential rights of Shares.
(d) On dissolution of the Trust, following completion of winding up of its business, any one (1) Trustee shall execute, and cause to be filed, a certificate of cancellation, with the office of the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Delaware Act, whereupon the Trust shall terminate and the Trustees and the Trust shall be discharged from all further liabilities and duties hereunder with respect thereto. The Trustees shall not be personally liable to the claimants of the dissolved Trust by reason of the Trustees’ actions in winding up the Trust’s affairs if the Trustees complied with Section 3808(e) of the Delaware Act.
(e) Each class hereafter created shall have perpetual existence unless terminated upon:
(1) The vote of the Board of Trustees; or
(2) The occurrence of a termination event pursuant to any Board resolution establishing and designating such class.
Appears in 6 contracts
Samples: Agreement and Declaration of Trust (Invesco Senior Income Trust), Agreement and Declaration of Trust (Invesco Dynamic Credit Opportunities Fund), Agreement and Declaration of Trust (Invesco High Income Trust II)
Dissolution of the Trust or Termination of a Class. (a) The Trust shall have perpetual existenceUnless terminated as provided herein, except that the Trust shall continue without limitation of time. The Trust may be dissolved upon approval at any time by vote the Trustees (without Shareholder approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval). In addition, the dissolution of the Board followed by a vote of Shareholders as set forth in Section 9.1; provided that if the affirmative vote of at least seventy-five percent (75%) of the Board approves the dissolution, no vote of Shareholders Trust shall be required to dissolve the Trustautomatically terminate each Class.
(b) Upon On dissolution of the Trust, Trust pursuant to paragraph (a) above,
(1) the Trust thereafter shall carry on no business except for the purpose of winding up its affairs,
(2) the Trustees shall (i) proceed to wind up the affairs of the Trust, and all powers of the Trustees under this Agreement with respect thereto shall continue until such affairs have been wound up. Without limiting , including the foregoing, the Trustees shall (in accordance with Section 3808 of the Delaware Act) have the power to:
(1) Fulfill powers to fulfill or discharge the contracts of the Trust;
, (2ii) Collect collect its assets;
assets or the assets belonging thereto, (3iii) Sellsell, convey, assign, exchange, merge where the Trust is not the survivor, transfer or otherwise dispose of all or any part of the remaining Trust Property those assets to one or more Persons persons at public or private sale for consideration which that may consist in whole or in part in of cash, securities securities, or other property of any kind;
, (4iv) Pay pay or make reasonable provision (including through the use of a liquidating trust) to pay all claims and obligations of the Trust, including all contingent, conditional or unmatured claims and obligations known to the Trust, and all claims and obligations which are known to the Trust, but for which the identity of the claimant is unknown, and claims and obligations that have not been made known to the Trust or that have not arisen but that, based on the facts known to the Trust, are likely to arise or to become known to the Trust within 10 years after the date of dissolution; and
, and (5v) Do do all other acts appropriate to liquidate its business, and
(3) after paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities, and refunding agreements as they deem necessary for their protection, the Trustees shall distribute the remaining assets ratably among the Shareholders of the Trust.
(c) If there are sufficient assets held with respect On termination of any Class pursuant to paragraph (a) above,
(1) the Trust thereafter shall no longer issue Shares of that Class,
(2) the Trustees shall do all other acts appropriate to terminate the Class, and
(3) the Trustees shall distribute ratably among the Shareholders of that Class, in cash or in kind, an amount equal to the Trust, such claims and obligations shall be paid Proportionate Interest of that Class in full and any such provisions for payment shall be made in full. If there are insufficient the net assets held with respect to the Trust, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Any remaining assets (including, without limitation, cash, securities or any combination thereof) held with respect to the Trust shall be distributed to the Record Owners of the Trust ratably according (after taking into account any Class Expenses or other fees, expenses, or charges allocable thereto), and in connection with any such distribution in cash the Trustees are authorized to the number sell, convey, assign, exchange or otherwise dispose of Shares such assets of the Trust held of record by the several Record Owners on the date for such dissolution distribution, subject to any then-existing preferential rights of Sharesas they deem necessary.
(d) In connection with the dissolution and liquidation of the Trust or the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(e) On dissolution of the Trust, following completion of winding up of its business, any one (1) Trustee shall execute, and cause to be filed, a certificate of cancellation, with the office of the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Delaware Act, whereupon the Trust shall terminate and the Trustees and the Trust shall be discharged from all further liabilities and duties hereunder with respect thereto. The Trustees shall not be personally liable to the claimants of the dissolved Trust by reason of the Trustees’ actions in winding up the Trust’s affairs if the Trustees complied with Section 3808(e) of the Delaware Act.
(e) Each class hereafter created shall have perpetual existence unless terminated upon:
(1) The vote of the Board of Trustees; or
(2) The occurrence of a termination event pursuant to any Board resolution establishing and designating such class.
Appears in 4 contracts
Samples: Agreement and Declaration of Trust (Invesco Senior Loan Fund), Agreement and Declaration of Trust (Invesco Senior Loan Fund), Agreement and Declaration of Trust (Invesco Senior Loan Fund)
Dissolution of the Trust or Termination of a Class. (a) The Trust shall have perpetual existence, except that the Trust shall be dissolved upon approval by vote of the Board followed by a vote of Shareholders as set forth in Section 9.1; provided that if the affirmative vote of at least seventy-five percent (75%) of the Board approves the dissolution, no vote of Shareholders shall be required to dissolve the Trust.
(b) Upon dissolution of the Trust, the Trust shall carry on no business except for the purpose of winding up its affairs, and all powers of the Trustees under this Agreement shall continue until such affairs have been wound up. Without limiting the foregoing, the Trustees shall (in accordance with Section 3808 of the Delaware Act) have the power to:
(1) Fulfill or discharge the contracts of the Trust;
(2) Collect its assets;
(3) Sell, convey, assign, exchange, merge where the Trust is not the survivor, transfer or otherwise dispose of all or any part of the remaining Trust Property to one or more Persons at public or private sale for consideration which may consist in whole or in part in cash, securities or other property of any kind;
(4) Pay or make reasonable provision (including through the use of a liquidating trust) to pay all claims and obligations of the Trust, including all contingent, conditional or unmatured claims and obligations known to the Trust, and all claims and obligations which are known to the Trust, but for which the identity of the claimant is unknown, and claims and obligations that have not been made known to the Trust or that have not arisen but that, based on the facts known to the Trust, are likely to arise or to become known to the Trust within 10 years after the date of dissolution; and
(5) Do all other acts appropriate to liquidate its business.
(c) If there are sufficient assets held with respect to the Trust, such claims and obligations shall be paid in full and any such provisions for payment shall be made in full. If there are insufficient assets held with respect to the Trust, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Any remaining assets (including, without limitation, cash, securities or any combination thereof) held with respect to the Trust shall be distributed to the Record Owners of the Trust ratably according to the number of Shares of the Trust held of record by the several Record Owners on the date for such dissolution distribution, subject to any then-then existing preferential rights of Shares.
(d) On dissolution completion of distribution of the Trust, following completion of remaining assets and upon the winding up of the Trust in accordance with Section 3808 of the Delaware Act and its businesstermination, any one (1) Trustee shall execute, and cause to be filed, a certificate of cancellation, with the office of the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Delaware Act, whereupon the Trust shall terminate and the Trustees and the Trust shall be discharged from all further liabilities and duties hereunder with respect thereto. The Trustees shall not be personally liable to the claimants of the dissolved Trust by reason of the Trustees’ actions in winding up the Trust’s affairs if the Trustees complied with Section 3808(e) of the Delaware Act.
(e) Each class hereafter created shall have perpetual existence unless terminated upon:
(1) The vote of the Board of Trustees; or
(2) The occurrence of a termination event pursuant to any Board resolution establishing and designating such class.
Appears in 4 contracts
Samples: Agreement and Declaration of Trust (Invesco Value Municipal Income Trust), Agreement and Declaration of Trust (Invesco Van Kampen Municipal Opportunity Trust), Agreement and Declaration of Trust (Invesco Van Kampen Municipal Trust)
Dissolution of the Trust or Termination of a Class. (a) The Trust shall have perpetual existenceUnless terminated as provided herein, except that the Trust shall continue without limitation of time. The Trust may be dissolved upon approval at any time by vote the Trustees (without Shareholder approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval). In addition, the dissolution of the Board followed by a vote of Shareholders as set forth in Section 9.1; provided that if the affirmative vote of at least seventy-five percent (75%) of the Board approves the dissolution, no vote of Shareholders Trust shall be required to dissolve the Trustautomatically terminate each Class.
(b) Upon On dissolution of the Trust, Trust pursuant to paragraph (a) above,
(1) the Trust thereafter shall carry on no business except for the purpose of winding up its affairs,
(2) the Trustees shall (i) proceed to wind up the affairs of the Trust, and all powers of the Trustees under this Agreement with respect thereto shall continue until such affairs have been wound up. Without limiting , including the foregoing, the Trustees shall (in accordance with Section 3808 of the Delaware Act) have the power to:
(1) Fulfill powers to fulfill or discharge the contracts of the Trust;
, (2ii) Collect collect its assets;
assets or the assets belonging thereto, (3iii) Sellsell, convey, assign, exchange, merge where the Trust is not the survivor, transfer or otherwise dispose of all or any part of the remaining Trust Property those assets to one or more Persons persons at public or private sale for consideration which that may consist in whole or in part in of cash, securities securities, or other property of any kind;
, (4iv) Pay pay or make reasonable provision (including through the use of a liquidating trust) to pay all claims and obligations of the Trust, including all contingent, conditional or unmatured claims and obligations known to the Trust, and all claims and obligations which are known to the Trust, but for which the identity of the claimant is unknown, and claims and obligations that have not been made known to the Trust or that have not arisen but that, based on the facts known to the Trust, are likely to arise or to become known to the Trust within 10 years after the date of dissolution; and
, and (5v) Do do all other acts appropriate to liquidate its business, and
(3) after paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities, and refunding agreements as they deem necessary for their protection, the Trustees shall distribute the remaining assets ratably among the Shareholders of the Trust.
(c) If there are sufficient assets held with respect On termination of any Class pursuant to paragraph (a) above,
(1) the Trust thereafter shall no longer issue Shares of that Class,
(2) the Trustees shall do all other acts appropriate to terminate the Class, and
(3) the Trustees shall distribute ratably among the Shareholders of that Class, in cash or in kind, an amount equal to the Trust, such claims and obligations shall be paid Proportionate Interest of that Class in full and any such provisions for payment shall be made in full. If there are insufficient the net assets held with respect to the Trust, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Any remaining assets (including, without limitation, cash, securities or any combination thereof) held with respect to the Trust shall be distributed to the Record Owners of the Trust ratably according (after taking into account any Class Expenses or other fees, expenses, or charges allocable thereto), and in connection with any such distribution in cash the Trustees are authorized to the number sell, convey, assign, exchange or otherwise dispose of Shares such assets of the Trust held of record by the several Record Owners on the date for such dissolution distribution, subject to any then-existing preferential rights of Sharesas they deem necessary.
(d) In connection with the dissolution and liquidation of the Trust or the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(e) On dissolution of the Trust, following completion of winding up of its business, any one anyone (1) Trustee shall execute, and cause to be filed, a certificate of cancellation, with the office of the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Delaware Act, whereupon the Trust shall terminate and the Trustees and the Trust shall be discharged from all further liabilities and duties hereunder with respect thereto. The Trustees shall not be personally liable to the claimants of the dissolved Trust by reason of the Trustees’ actions in winding up the Trust’s affairs if the Trustees complied with Section 3808(e) of the Delaware Act.
(e) Each class hereafter created shall have perpetual existence unless terminated upon:
(1) The vote of the Board of Trustees; or
(2) The occurrence of a termination event pursuant to any Board resolution establishing and designating such class.
Appears in 2 contracts
Samples: Agreement and Declaration of Trust (Invesco Dynamic Credit Opportunity Fund), Agreement and Declaration of Trust (Invesco Dynamic Credit Opportunity Fund)
Dissolution of the Trust or Termination of a Class. (a) The Trust shall have perpetual existence, except that the Trust shall be dissolved upon (1) approval by vote of the Board followed by and Shareholders in accordance with the requirements of Section 9.1(a) above, or (2) the occurrence of a vote of Shareholders as set forth in Section 9.1; provided that if dissolution or termination event pursuant to the affirmative vote of at least seventy-five percent (75%) of the Board approves the dissolution, no vote of Shareholders shall be required to dissolve the TrustDelaware Act.
(b) Upon dissolution of the Trust, the Trust shall carry on no business except for the purpose of winding up its affairs, and all powers of the Trustees Board under this Agreement shall continue until such affairs have been wound up. Without limiting the foregoing, the Trustees Board shall (in accordance with Section 3808 of the Delaware Act) have the power to:
(1) Fulfill or discharge the contracts of the Trust;
(2) Collect its assets;
(3) Sell, convey, assign, exchange, merge where the Trust is not the survivor, transfer or otherwise dispose of all or any part of the remaining Trust Property to one or more Persons at public or private sale for consideration which may consist in whole or in part in cash, securities or other property of any kind;
(4) Pay or make reasonable provision (including through the use of a liquidating trust) to pay all claims and obligations of the Trust, including all contingent, conditional or unmatured claims and obligations known to the Trust, and all claims and obligations which are known to the Trust, but for which the identity of the claimant is unknown, and claims and obligations that have not been made known to the Trust or that have not arisen but that, based on the facts known to the Trust, are likely to arise or to become known to the Trust within 10 years after the date of dissolution; and
(5) Do all other acts appropriate to liquidate its business.
(c) If there are sufficient assets held with respect to the Trust, such claims and obligations shall be paid in full and any such provisions for payment shall be made in full. If there are insufficient assets held with respect to the Trust, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Any remaining assets (including, without limitation, cash, securities or any combination thereof) held with respect to the Trust shall be distributed to the Record Owners of the Trust Shareholders ratably according to the number of Shares of the Trust held of record by the several Record Owners Shareholders on the date for such dissolution distribution, subject to any then-then existing preferential rights of Shares.
(d) On dissolution completion of distribution of the Trust, following completion of remaining assets and upon the winding up of the Trust in accordance with Section 3808 of the Delaware Act and its businesstermination, any one (1) Trustee shall execute, and cause to be filed, a certificate of cancellation, with the office of the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Delaware Act, whereupon whereupon, the Trust shall terminate and the Trustees and the Trust shall be discharged from all further liabilities and duties hereunder with respect thereto. The Trustees shall not be personally liable to the claimants of the dissolved Trust by reason of the Trustees’ actions in winding up the Trust’s affairs if the Trustees complied with Section 3808(e) of the Delaware Act.
(e) Each class hereafter created shall have perpetual existence unless terminated uponby:
(1) The A vote of the Board of Trustees; orBoard;
(2) The occurrence of a termination event pursuant to any Board resolution establishing and designating such class; or
(3) Any event that causes the dissolution of the Trust.
Appears in 1 contract
Samples: Amended and Restated Agreement and Declaration of Trust (Virtus Global Multi-Sector Income Fund)
Dissolution of the Trust or Termination of a Class. (a) The Trust shall have perpetual existence, except that the Trust shall be dissolved upon approval by vote of the Board followed by a vote of Shareholders as set forth in Section 9.1; provided that if the affirmative vote of at least seventy-five percent (75%) of the Board approves the dissolution, no vote of Shareholders shall be required to dissolve the Trust.
(b) Upon dissolution of the Trust, the Trust shall carry on no business except for the purpose of winding up its affairs, and all powers of the Trustees under this Agreement shall continue until such affairs have been wound up. Without limiting the foregoing, the Trustees shall (in accordance with Section 3808 of the Delaware Act) have the power to:
(1) Fulfill or discharge the contracts of the Trust;
(2) Collect its assets;
(3) Sell, convey, assign, exchange, merge where the Trust is not the survivor, transfer or otherwise dispose of all or any part of the remaining Trust Property to one or more Persons at public or private sale for consideration which may consist in whole or in part in cash, securities or other property of any kind;
(4) Pay or make reasonable provision (including through the use of a liquidating trust) to pay all claims and obligations of the Trust, including all contingent, conditional or unmatured claims and obligations known to the Trust, and all claims and obligations which are known to the Trust, but for which the identity of the claimant is unknown, and claims and obligations that have not been made known to the Trust or that have not arisen but that, based on the facts known to the Trust, are likely to arise or to become known to the Trust within 10 years after the date of dissolution; and
(5) Do all other acts appropriate to liquidate its business.
(c) If there are sufficient assets held with respect to the Trust, such claims and obligations shall be paid in full and any such provisions for payment shall be made in full. If there are insufficient assets held with respect to the Trust, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Any remaining assets (including, without limitation, cash, securities or any combination thereof) held with respect to the Trust shall be distributed to the Record Owners of the Trust ratably according to the number of Shares of the Trust held of record by the several Record Owners on the date for such dissolution distribution, subject to any then-then existing preferential rights of Shares.
(d) On dissolution completion of distribution of the Trust, following completion of remaining assets and upon the winding up of the Trust in accordance with Section 3808 of the Delaware Act and its businesstermination, any one (1) Trustee shall execute, and cause to be filed, a certificate of cancellation, with the office of the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Delaware Act, whereupon whereupon, the Trust shall terminate and the Trustees and the Trust shall be discharged from all further liabilities and duties hereunder with respect thereto. The Trustees shall not be personally liable to the claimants of the dissolved Trust by reason of the Trustees’ actions in winding up the Trust’s affairs if the Trustees complied with Section 3808(e) of the Delaware Act.
(e) Each class hereafter created shall have perpetual existence unless terminated upon:
(1) The vote of the Board of Trustees; or
(2) The occurrence of a termination event pursuant to any Board resolution establishing and designating such class.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Invesco Senior Loan Fund)
Dissolution of the Trust or Termination of a Class. (a) The Trust shall have perpetual existenceUnless terminated as provided herein, except that the Trust shall continue without limitation of time. The Trust may be dissolved upon approval at any time by vote the Trustees (without Shareholder approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval). In addition, the dissolution of the Board followed by a vote of Shareholders as set forth in Section 9.1; provided that if the affirmative vote of at least seventy-five percent (75%) of the Board approves the dissolution, no vote of Shareholders Trust shall be required to dissolve the Trustautomatically terminate each Class.
(b) Upon On dissolution of the Trust, Trust pursuant to paragraph (a) above,
(1) the Trust thereafter shall carry on no business except for the purpose of winding up its affairs,
(2) the Trustees shall (i) proceed to wind up the affairs of the Trust, and all powers of the Trustees under this Agreement with respect thereto shall continue until such affairs have been wound up. Without limiting , including the foregoing, the Trustees shall (in accordance with Section 3808 of the Delaware Act) have the power to:
(1) Fulfill powers to fulfill or discharge the contracts of the Trust;
, (2ii) Collect collect its assets;
assets or the assets belonging thereto, (3iii) Sellsell, convey, assign, exchange, merge where the Trust is not the survivor, transfer or otherwise dispose of all or any part of the remaining Trust Property those assets to one or more Persons persons at public or private sale for consideration which that may consist in whole or in part in of cash, securities securities, or other property of any kind;
, (4iv) Pay pay or make reasonable provision (including through the use of a liquidating trust) to pay all claims and obligations of the Trust, including all contingent, conditional or unmatured claims and obligations known to the Trust, and all claims and obligations which are known to the Trust, but for which the identity of the claimant is unknown, and claims and obligations that have not been made known to the Trust or that have not arisen but that, based on the facts known to the Trust, are likely to arise or to become known to the Trust within 10 years after the date of dissolution; and
, and (5v) Do do all other acts appropriate to liquidate its business, and
(3) after paying or adequately providing for the payment of all liabilities, and upon receipt of such releases, indemnities, and refunding agreements as they deem necessary for their protection, the Trustees shall distribute the remaining assets ratably among the Shareholders of the Trust.
(c) If there are sufficient assets held with respect On termination of any Class pursuant to paragraph (a) above,
(1) the Trust thereafter shall no longer issue Shares of that Class,
(2) the Trustees shall do all other acts appropriate to terminate the Class, and
(3) the Trustees shall distribute ratably among the Shareholders of that Class, in cash or in kind, an amount equal to the Trust, such claims and obligations shall be paid Proportionate Interest of that Class in full and any such provisions for payment shall be made in full. If there are insufficient the net assets held with respect to the Trust, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Any remaining assets (including, without limitation, cash, securities or any combination thereof) held with respect to the Trust shall be distributed to the Record Owners of the Trust ratably according (after taking into account any Class Expenses or other fees, expenses, or charges allocable thereto), and in connection with any such distribution in cash the Trustees are authorized to the number sell, convey, assign, exchange or otherwise dispose of Shares such assets of the Trust held of record by the several Record Owners on the date for such dissolution distribution, subject to any then-existing preferential rights of Sharesas they deem necessary.
(d) In connection with the dissolution and liquidation of the Trust or the termination of any Class, the Trustees may provide for the establishment of a liquidating trust or similar vehicle.
(e) On dissolution of the Trust, following completion of winding up of its business, any one (1) Trustee shall execute, and cause to be filed, a certificate of cancellation, with the office of the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Delaware Act, whereupon the Trust shall terminate and the Trustees and the Trust shall be discharged from all further liabilities and duties hereunder with respect thereto. The Trustees shall not be personally liable to the claimants of the dissolved Trust by reason of the Trustees’ actions in winding up the Trust’s affairs if the Trustees complied with Section 3808(e) of the Delaware Act.
(e) Each class hereafter created shall have perpetual existence unless terminated upon:
(1) The vote of the Board of Trustees; or
(2) The occurrence of a termination event pursuant to any Board resolution establishing and designating such class.with
Appears in 1 contract
Samples: Trust Agreement (Invesco Dynamic Credit Opportunity Fund)
Dissolution of the Trust or Termination of a Class. (a) The Trust shall have perpetual existenceUnless earlier dissolved or unless the term is extended, except that in each case as provided in this Section 9.2(a), the Trust shall continue its operations in the ordinary course until no later than the close of business on December 1, 2024, provided that the Trustees may take such steps prior to December 1, 2024 as they deem appropriate in anticipation of ceasing operations in the ordinary course on such date, including any actions permitted by Section 9.2(b). Notwithstanding the foregoing, (i) the Trust may be dissolved at any time prior to the close of business on December 1, 2024 or (ii) the term of the Trust may be extended beyond December 1, 2024 for one period that in no event may exceed six months, by action of the Trustees and upon approval by provision of at least sixty (60) days prior written notice to affected Shareholders, without a vote of the Board followed Shareholders of the Trust. In addition, the Trust may be dissolved by a the affirmative vote of the Shareholders as set forth in Section 9.1; provided that if entitled to vote of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Common Shares, unless dissolution has been previously approved, adopted or authorized by the affirmative vote of at least seventytwo-five thirds of the total number of Trustees fixed in accordance with this Agreement or the Bylaws, in which case the affirmative vote of the holders of at least a majority of the outstanding Common Shares shall be required, provided however that if there are then outstanding Preferred Shares, such vote with respect to dissolution of the Trust shall be by the affirmative vote of the shareholders entitled to vote of at least sixty-six and two-thirds percent (7566 2/3%) of the Board approves outstanding Common Shares and Preferred Shares voting as a single class, unless such action has previously been approved, adopted or authorized by the dissolution, no affirmative vote of Shareholders two-thirds of the Trustees, in which case the affirmative vote of the holders of at least a majority of the outstanding Common Shares and Preferred Shares voting as a single class shall be required to dissolve the Trustrequired.
(b) Upon dissolution of the Trust, the Trust shall carry on no business except for the purpose of winding up its affairs, and all powers of the Trustees under this Agreement shall continue until such affairs have been wound up. Without limiting the foregoing, the Trustees shall (in accordance with Section 3808 of the Delaware Act) have the power to:
(1) Fulfill or discharge the contracts of the Trust;
(2) Collect its assets;
(3) Sell, convey, assign, exchange, merge where the Trust is not the survivor, transfer or otherwise dispose of all or any part of the remaining Trust Property to one or more Persons at public or private sale for consideration which may consist in whole or in part in cash, securities or other property of any kind;
(4) Pay or make reasonable provision (including through the use of a liquidating trust) to pay all claims and obligations of the Trust, including all contingent, conditional or unmatured claims and obligations known to the Trust, and all claims and obligations which are known to the Trust, but for which the identity of the claimant is unknown, and claims and obligations that have not been made known to the Trust or that have not arisen but that, based on the facts known to the Trust, are likely to arise or to become known to the Trust within 10 years after the date of dissolution; and
(5) Do all other acts appropriate to liquidate its business.
(c) If there are sufficient assets held with respect to the Trust, such claims and obligations shall be paid in full and any such provisions for payment shall be made in full. If there are insufficient assets held with respect to the Trust, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Any remaining assets (including, without limitation, cash, securities or any combination thereof) held with respect to the Trust shall be distributed to the Record Owners of the Trust ratably according to the number of Shares of the Trust held of record by the several Record Owners on the date for such dissolution distribution, subject to any then-then existing preferential rights of Shares.
(d) On dissolution of the Trust, following completion of winding up of its business, any one (1) Trustee shall execute, and cause to be filed, a certificate of cancellation, with the office of the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Delaware Act, whereupon the Trust shall terminate and the Trustees and the Trust shall be discharged from all further liabilities and duties hereunder with respect thereto. The Trustees shall not be personally liable to the claimants of the dissolved Trust by reason of the Trustees’ actions in winding up the Trust’s affairs if the Trustees complied with Section 3808(e) of the Delaware Act.
(e) Each class hereafter created shall have perpetual existence unless terminated upon:
(1) The vote of the Board of Trustees; or
(2) The occurrence of a termination event pursuant to any Board resolution establishing and designating such class.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Invesco High Income 2024 Target Term Fund)
Dissolution of the Trust or Termination of a Class. (a) The Trust shall have perpetual existence, except that the Trust shall be dissolved upon (1) approval by vote of the Board followed by and Shareholders in accordance with the requirements of Section 9.1(a) above, or (2) the occurrence of a vote of Shareholders as set forth in Section 9.1; provided that if dissolution or termination event pursuant to the affirmative vote of at least seventy-five percent (75%) of the Board approves the dissolution, no vote of Shareholders shall be required to dissolve the TrustDelaware Act.
(b) Upon dissolution of the Trust, the Trust shall carry on no business except for the purpose of winding up its affairs, and all powers of the Trustees under this Agreement shall continue until such affairs have been wound up. Without limiting the foregoing, the Trustees shall (in accordance with Section 3808 of the Delaware Act) have the power to:
(1) Fulfill or discharge the contracts of the Trust;
(2) Collect its assets;
(3) Sell, convey, assign, exchange, merge where the Trust is not the survivor, transfer or otherwise dispose of all or any part of the remaining Trust Property to one or more Persons at public or private sale for consideration which may consist in whole or in part in cash, securities or other property of any kind;
(4) Pay or make reasonable provision (including through the use of a liquidating trust) to pay all claims and obligations of the Trust, including all contingent, conditional or unmatured claims and obligations known to the Trust, and all claims and obligations which are known to the Trust, but for which the identity of the claimant is unknown, and claims and obligations that have not been made known to the Trust or that have not arisen but that, based on the facts known to the Trust, are likely to arise or to become known to the Trust within 10 years after the date of dissolution; and
(5) Do all other acts appropriate to liquidate its business.
(c) If there are sufficient assets held with respect to the Trust, such claims and obligations shall be paid in full and any such provisions for payment shall be made in full. If there are insufficient assets held with respect to the Trust, such claims and obligations shall be paid or provided for according to their priority and, among claims and obligations of equal priority, ratably to the extent of assets available therefor. Any remaining assets (including, without limitation, cash, securities or any combination thereof) held with respect to the Trust shall be distributed to the Record Owners Shareholders of the Trust ratably according to the number of Shares of the Trust held of record by the several Record Owners Shareholders on the date for such dissolution distribution, subject to any then-then existing preferential rights of Shares.
(d) On dissolution completion of distribution of the Trust, following completion of remaining assets and upon the winding up of the Trust in accordance with Section 3808 of the Delaware Act and its businesstermination, any one (1) Trustee shall execute, and cause to be filed, a certificate of cancellation, with the office of the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Delaware Act, whereupon whereupon, the Trust shall terminate and the Trustees and the Trust shall be discharged from all further liabilities and duties hereunder with respect thereto. The Trustees shall not be personally liable to the claimants of the dissolved Trust by reason of the Trustees’ actions in winding up the Trust’s affairs if the Trustees complied with Section 3808(e) of the Delaware Act.
(e) Each class hereafter created shall have perpetual existence unless terminated upon:
(1) The vote of the Board of Trustees; or;
(2) The occurrence of a termination event pursuant to any Board resolution establishing and designating such class; or
(3) Any event that causes the dissolution of the Trust.
Appears in 1 contract
Samples: Agreement and Declaration of Trust (Invesco Total Property Market Income Fund)