Common use of Eastern Time Clause in Contracts

Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company or at such other time and/or place as the parties may agree. 3.2. Acquired Fund Company shall direct JPMorgan Chase Bank, N.A., as custodian for the Acquired Fund (Acquired Fund Custodian), to deliver to OGMF, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMorgan Chase Bank, N.A., as the custodian for the Acquiring Fund (Acquiring Fund Custodian). Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 of the 1940 Act, shall be transferred by the Acquired Fund Custodian to the Acquiring Fund Custodian for the account of the corresponding Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. Acquired Fund Company shall direct the transfer agent for the Acquired Fund (Transfer Agent) to deliver to OGMF at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates,if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4. In the event that at the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Appears in 1 contract

Samples: Fund Select Trust Agreement and Plan (Jp Morgan Mutual Fund Select Trust)

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Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company or at such other time and/or place as the parties may agree. 3.2. Acquired Fund Company shall direct JPMorgan Chase Bank, N.A., as custodian for the Acquired Fund (Acquired Fund Custodian), to deliver to OGMF, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMorgan Chase Bank, N.A., as the custodian for the Acquiring Fund (Acquiring Fund Custodian). Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 of the 1940 Act, shall be transferred by the Acquired Fund Custodian to the Acquiring Fund Custodian for the account of the corresponding Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. Acquired Fund Company shall direct the transfer agent for the Acquired Fund (Transfer Agent) to deliver to OGMF at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates,, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4. In the event that at the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Appears in 1 contract

Samples: Fund Group Agreement (Jp Morgan Mutual Fund Group/Ma)

Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company MST or at such other time and/or place as the parties may agree. 3.2. Acquired Fund Company MST shall direct JPMorgan Chase Bank, N.A.State Street Bank and Trust Company, as custodian for the Acquired Fund (Acquired Fund "Custodian"), to deliver to OGMF, MST at the Closing, Closing a certificate of an authorized officer of the Custodian stating that (ia) the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund within two (2) business days prior to or on the Closing Date, and (iib) all the Custodian has paid such amounts, or set aside such amounts necessary taxes in connection with the delivery for payment, as it has been instructed by an authorized person of the Assets of Funds under the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been madeCustody Agreement. The Acquired Funds Fund's portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMorgan Chase Bankthose persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund, N.A., as the Custodian also serves as the custodian for the Acquiring Fund (Acquiring Fund Custodian)Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the 1940 Act, shall be transferred by the Acquired Fund Custodian to the Acquiring Fund Custodian for the account assets of the corresponding Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the Acquired Fund's Assets are deposited, the Acquired Fund's Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal Federal funds on the Closing Date. 3.3. Acquired Fund Company MST shall direct the BNY Mellon Investment Servicing (US) Inc., in its capacity as transfer agent for the Acquired Fund MST ("Transfer Agent) "), to deliver to OGMF MST at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records contain the name names and address addresses of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares Class A, B, C, K, and Y shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing MST shall confirm that (a) the appropriate number of corresponding Acquiring Fund Shares have been credited to the Acquired Funds Fund's account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 1.4, and (b) the appropriate number of corresponding Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each party MST shall deliver to the other party execute such bills of sale, checks, assignments, share stock certificates,, if any, receipts or other documents as necessary to effect the other party or its counsel may reasonably requestReorganization. 3.4. In the event that at on the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the orthe Acquired Fund (each each, an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Trustees of MST, accurate appraisal of the value of the net assets of the Acquired Acquiring Fund or the Acquiring Acquired Fund is impracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day practicable after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Munder Series Trust)

Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company or at such other time and/or place as the parties may agree. 3.2. Acquired Fund 3.2 The Company shall direct JPMorgan Chase Bank, N.A.State Street Bank and Trust Company, as custodian for the each Acquired Fund (Acquired Fund Custodian), to deliver to OGMFthe Trust, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the each Acquired Fund have been delivered in proper form to the corresponding Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the each Acquired Fund, including all applicable federal Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Each Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMorgan Chase Bankthose persons at the Custodian who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring Fund, N.A., as the Custodian also serves as the custodian for the each Acquiring Fund (Acquiring Fund Custodian)Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the each Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the 1940 Act, shall be transferred by the Acquired Fund Custodian to the Acquiring Fund Custodian for the account assets of the corresponding each Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the corresponding Acquired Funds Assets are deposited, the corresponding Acquired Funds Assets deposited with such depositories. The cash to be transferred by the each Acquired Fund shall be delivered by wire transfer of federal Federal funds on the Closing Date. 3.3. Acquired Fund 3.3 The Company shall direct the PFPC, Inc., in its capacity as transfer agent for the each Acquired Fund (Transfer Agent) ), to deliver to OGMF the Trust at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares shares owned by each such shareholder immediately prior to the Closing. The Each Acquiring Fund shall deliver to the Secretary of the corresponding Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 1.3 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each party Acquired Fund shall deliver to the other party corresponding Acquiring Fund such bills of sale, checks, assignments, share certificates,, if any, receipts or other documents as the other party corresponding Acquiring Fund or its counsel may reasonably request. 3.4. 3.4 In the event that at on the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) the New York Stock Exchange or another primary trading market for portfolio securities of the an Acquiring Fund or the corresponding Acquired Fund (each each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of either the Board of Trustees of the Trust or the Board of Directors of the Company, accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Munder Series Trust)

Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company or at such other time and/or place as the parties may agree. 3.2. Acquired Fund Company shall direct JPMorgan Chase Bank, N.A., as custodian for the Acquired Fund (Acquired Fund Custodian), to deliver to OGMF, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMorgan Chase Bank, N.A., as the custodian for the Acquiring Fund (Acquiring Fund Custodian). Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 of the 1940 Act, shall be transferred by the Acquired Fund Custodian to the Acquiring Fund Custodian for the account of the corresponding Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. Acquired Fund Company shall direct the transfer agent for the Acquired Fund (Transfer Agent) to deliver to OGMF at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates,if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4. In the event that at the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Appears in 1 contract

Samples: Fund Trust Agreement and Plan (Jp Morgan Mutual Fund Trust)

Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company or at such other time and/or place as the parties may agree. 3.2. Acquired Fund The Company shall direct JPMorgan Chase Bank, N.A.State Street Bank and Trust Company, as custodian for the Acquired Fund (Acquired Fund Custodian), to deliver to OGMFthe Acquiring Fund, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Funds Fund*s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMorgan Chase Bankthose persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund, N.A., as the Custodian also serves as the custodian for the Acquiring Fund (Acquiring Fund Custodian)Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the 1940 Act, shall be transferred by the Acquired Fund Custodian to the Acquiring Fund Custodian for the account assets of the corresponding Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (1940 Act), in which the Acquired Fund*s Assets are deposited, the Acquired Fund*s Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal Federal funds on the Closing Date. 3.3. Acquired Fund The Company shall direct the PFPC, Inc., in its capacity as transfer agent for the Acquired Fund Company (Transfer Agent) ), to deliver to OGMF the Acquiring Fund at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares Class A, Class B, Class II, Class K and Class Y shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds Fund*s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 1.3 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates,, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4. In the event that at on the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Directors of the Company, accurate appraisal of the value of the net assets of the Acquired Acquiring Fund or the Acquiring Acquired Fund is impracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Appears in 1 contract

Samples: Agreement and Plan Of (Munder Funds Inc)

Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company or at such other time and/or place as the parties may agree. 3.2. Acquired Fund Company shall direct JPMorgan Chase Bank, N.A., as custodian for the Acquired Fund ("Acquired Fund Custodian"), to deliver to OGMF, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMorgan Chase Bank, N.A., as the custodian for the Acquiring Fund ("Acquiring Fund Custodian"). Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 of the 1940 Act, shall be transferred by the Acquired Fund Custodian to the Acquiring Fund Custodian for the account of the corresponding Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. Acquired Fund Company shall direct the transfer agent for the Acquired Fund ("Transfer Agent") to deliver to OGMF at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates,, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4. In the event that at the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each an "Exchange") shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Appears in 1 contract

Samples: Select Group Agreement and Plan of Reorganization (Jp Morgan Mutual Fund Select Group)

Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company or at such other time and/or place as the parties may agree. 3.2. Acquired Fund 3.2 The Company shall direct JPMorgan Chase Bank, N.A.State Street Bank and Trust Company, as custodian for the each Acquired Fund (Acquired Fund Custodian), to deliver to OGMFthe Trust, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the each Acquired Fund have been delivered in proper form to the corresponding Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the each Acquired Fund, including all applicable federal Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Each Acquired Funds Fund*s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMorgan Chase Bankthose persons at the Custodian who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring Fund, N.A., as the Custodian also serves as the custodian for the each Acquiring Fund (Acquiring Fund Custodian)Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the each Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the 1940 Act, shall be transferred by the Acquired Fund Custodian to the Acquiring Fund Custodian for the account assets of the corresponding each Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the corresponding Acquired Fund*s Assets are deposited, the corresponding Acquired Fund*s Assets deposited with such depositories. The cash to be transferred by the each Acquired Fund shall be delivered by wire transfer of federal Federal funds on the Closing Date. 3.3. Acquired Fund 3.3 The Company shall direct the PFPC, Inc., in its capacity as transfer agent for the each Acquired Fund (Transfer Agent) ), to deliver to OGMF the Trust at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares shares owned by each such shareholder immediately prior to the Closing. The Each Acquiring Fund shall deliver to the Secretary of the corresponding Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds Fund*s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 1.3 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each party Acquired Fund shall deliver to the other party corresponding Acquiring Fund such bills of sale, checks, assignments, share certificates,, if any, receipts or other documents as the other party corresponding Acquiring Fund or its counsel may reasonably request. 3.4. 3.4 In the event that at on the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) the New York Stock Exchange or another primary trading market for portfolio securities of the an Acquiring Fund or the corresponding Acquired Fund (each each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of either the Board of Trustees of the Trust or the Board of Directors of the Company, accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Munder Series Trust)

Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company Trust or at such other time and/or place as the parties may agree. 3.2. Acquired Fund The Company shall direct JPMorgan Chase Bank, N.A.State Street Bank and Trust Company, as custodian for the Acquired Fund (Acquired Fund Custodian), to deliver to OGMFdeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund shall have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Funds Fund*s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMorgan Chase Bank, N.A., those persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund since the Custodian also serves as the custodian for the Acquiring Fund (Acquiring Fund Custodian)Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the 1940 Act, shall be transferred by the Acquired Fund Custodian to the Acquiring Fund Custodian for the account assets of the corresponding Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository, as defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (1940 Act), in which the Acquired Fund*s Assets are deposited, the Acquired Fund*s Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal Federal funds on the Closing Date. 3.3. Acquired Fund The Company shall direct the PFPC, Inc., in its capacity as transfer agent for the Acquired Fund (Transfer Agent) ), to deliver to OGMF at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class of Acquired Fund Shares Class A, Class B, Class C and Class Y shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver to the Secretary of the Acquired Fund prior to the Closing Date a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares will be credited to the Acquired Fund on the Closing Date, or provide other evidence satisfactory to the Acquired Fund as of the Closing Date that such Acquiring Fund Shares have been credited to the Acquired Funds Fund*s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4Fund. At the Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates,, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4. In the event that at on the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of either the Board of Trustees of the Trust or the Board of Directors of the Company, accurate appraisal of the value of the net assets of the Acquired Acquiring Fund or the Acquiring Fund is impracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund), respectively, is impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Appears in 1 contract

Samples: Munder Funds Trust Agreement (Munder Funds Trust)

Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company or at such other time and/or place as the parties may agree. 3.2. Acquired Fund Company shall direct JPMorgan Chase Bank, N.A., as custodian for the Acquired Fund (Acquired Fund Custodian), to deliver to OGMF, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMorgan Chase Bank, N.A., as the custodian for the Acquiring Fund (Acquiring Fund Custodian). Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 of the 1940 Act, shall be transferred by the Acquired Fund Custodian to the Acquiring Fund Custodian for the account of the corresponding Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. Acquired Fund Company shall direct the transfer agent for the Acquired Fund (Transfer Agent) to deliver to OGMF at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph xxxxx xxxx 1.4. At the Closing each party shall deliver to the other party such bills of sale, checks, assignments, share certificates,, if any, receipts or other documents as the other party or its counsel may reasonably request. 3.4. In the event that at the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund), the Closing Date shall be postponed until the first Friday (that is also a business day) after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Appears in 1 contract

Samples: Fund Trust Agreement and Plan (Jp Morgan Mutual Fund Trust)

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Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company MFT or at such other time and/or place as the parties may agree. 3.2. Acquired Fund Company 3.2 MFT shall direct JPMorgan Chase Bank, N.A.State Street Bank and Trust Company, as custodian for the each Acquired Fund (Acquired Fund Custodian), to deliver to OGMFthe Trust, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the each Acquired Fund have been delivered in proper form to the corresponding Acquiring Fund within two business days prior to or on the Closing Date, and (ii) all necessary taxes in connection with the delivery of the Assets of the each Acquired Fund, including all applicable federal Federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Each Acquired Funds Fund*s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMorgan Chase Bankthose persons at the Custodian who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring Fund, N.A., as the Custodian also serves as the custodian for the each Acquiring Fund (Acquiring Fund Custodian)Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the each Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the 1940 Act, shall be transferred by the Acquired Fund Custodian to the Acquiring Fund Custodian for the account assets of the corresponding each Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the corresponding Acquired Fund*s Assets are deposited, the corresponding Acquired Fund*s Assets deposited with such depositories. The cash to be transferred by the each Acquired Fund shall be delivered by wire transfer of federal Federal funds on the Closing Date. 3.3. Acquired Fund Company 3.3 MFT shall direct the PFPC, Inc., in its capacity as transfer agent for the each Acquired Fund (Transfer Agent) ), to deliver to OGMF the Trust at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares shares owned by each such shareholder immediately prior to the Closing. The Each Acquiring Fund shall deliver to the Secretary of the corresponding Acquired Fund a confirmation evidencing that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds Fund*s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 1.3 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each party Acquired Fund shall deliver to the other party corresponding Acquiring Fund such bills of sale, checks, assignments, share certificates,, if any, receipts or other documents as the other party corresponding Acquiring Fund or its counsel may reasonably request. 3.4. 3.4 In the event that at on the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) the New York Stock Exchange or another primary trading market for portfolio securities of the an Acquiring Fund or the corresponding Acquired Fund (each each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of either the Board of Trustees of the Trust or the Board of Trustees of MFT, accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Munder Series Trust)

Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company Acquiring Trust or at such other time and/or place as the parties may agree. 3.2. The Acquired Fund Company Trust shall direct JPMorgan Chase Bank, N.A.PFPC Trust Company, as custodian for the Acquired Fund Funds (Acquired Fund the “Custodian), to deliver to OGMFdeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund shall have been delivered in proper form to the each Acquiring Fund within two business days prior to or on the Closing Date, ; and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Each Acquired Funds Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMorgan Chase Bank, N.A., as the custodian for the corresponding Acquiring Fund (Acquiring Fund Custodian). Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each The Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 Trust on behalf of the 1940 Acteach Acquired Fund, shall be transferred by direct the Acquired Fund Custodian to the Acquiring Fund Custodian for the account of the corresponding Acquiring Fund deliver as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of each 1940, as amended (the “1940 Act”)) in which the Assets are deposited, the Acquired Fund’s portfolio securities and instruments deposited with such securities depositorydepositories. The cash to be transferred by the an Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. If, on the Closing Date, an Acquired Fund Company shall direct is unable to make delivery in the transfer agent for manner contemplated by this paragraph of securities held by the Acquired Fund for the reason that any of such securities purchased prior to the Closing Date have not yet been delivered to the Acquired Fund or its broker, then the corresponding Acquiring Fund may, in its sole discretion, waive the delivery requirements of this paragraph with respect to said undelivered securities if the Acquired Fund has delivered to the Acquiring Fund or its custodian by or on the Closing Date, and with respect to said undelivered securities, executed copies of an agreement of assignment and escrow and due bills executed on behalf of said broker or broker, together with such other documents as may be required by the Acquiring Fund or its custodian including broker’s confirmation slips. 3.3. The Acquired Trust shall direct PNC Global Investment Servicing (the “Transfer Agent) ”), on behalf of each Acquired Fund, to deliver to OGMF at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class shares (of Acquired Fund Shares the classes listed in Schedule A) owned by each such shareholder immediately prior to the Closing. The Each Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the corresponding Acquired Fund a confirmation evidencing Fund, or provide evidence satisfactory to the Acquired Trust that (a) the appropriate number of such Acquiring Fund Shares have been credited to the corresponding Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4Fund. At the Closing Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates,, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4. In the event that at on the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the an Acquired Fund (each an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Trustees of the Acquired Trust accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (FBR Funds)

Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company or at such other time and/or place as the parties may agree. 3.2. Acquired Fund 3.2 The Company shall direct JPMorgan Chase Bank, N.A.State Street Bank and Trust Company, as custodian for the each Acquired Fund (Acquired Fund Custodian)\ Custodian \, to deliver to OGMFthe Trust, at the Closing, a certificate of an authorized officer stating that (i) \i\ the Assets of the each Acquired Fund have been delivered in proper form to the corresponding Acquiring Fund within two business days prior to or on the Closing Date, and (ii) \ii\ all necessary taxes in connection with the delivery of the Assets of the each Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Each Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMorgan Chase Bankthose persons at the Custodian who have primary responsibility for the safekeeping of the assets of the corresponding Acquiring Fund, N.A., as the Custodian also serves as the custodian for the each Acquiring Fund (Acquiring Fund Custodian)Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the each Acquired Fund as of the Closing Date for the account of the corresponding Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the 1940 Act, shall be transferred by the Acquired Fund Custodian to the Acquiring Fund Custodian for the account assets of the corresponding each Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the corresponding Acquired Funds Assets are deposited, the corresponding Acquired Funds Assets deposited with such depositories. The cash to be transferred by the each Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. Acquired Fund 3.3 The Company shall direct the PFPC, Inc., in its capacity as transfer agent for the each Acquired Fund (\ Transfer Agent) Agent \, to deliver to OGMF the Trust at the Closing a certificate of an authorized officer stating that its records contain the name and address of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares shares owned by each such shareholder immediately prior to the Closing. The Each Acquiring Fund shall deliver to the Secretary of the corresponding Acquired Fund a confirmation evidencing that (a) \a\ the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 1.3 and (b) \b\ the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each party Acquired Fund shall deliver to the other party corresponding Acquiring Fund such bills of sale, checks, assignments, share certificates,, if any, receipts or other documents as the other party corresponding Acquiring Fund or its counsel may reasonably request. 3.4. 3.4 In the event that at on the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) \a\ the New York Stock Exchange or another primary trading market for portfolio securities of the an Acquiring Fund or the corresponding Acquired Fund (each \each, an Exchange) Exchange \ shall be closed to trading or trading thereupon shall be restricted, or (b) \b\ trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of either the Board of Trustees of the Trust or the Board of Directors of the Company, accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Munder Series Trust)

Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company MST or at such other time and/or place as the parties may agree. 3.2. Acquired Fund Company MST shall direct JPMorgan Chase Bank, N.A.State Street Bank and Trust Company, as custodian for the Acquired Fund (Acquired Fund Custodian), to deliver to OGMF, MST at the Closing, Closing a certificate of an authorized officer of the Custodian stating that (ia) the Assets of the Acquired Fund have been delivered in proper form to the Acquiring Fund within two business days prior to or on the Closing Date, closing date and (iib) all State Street has paid such amouhts or set aside such amounts necessary taxes in connection with the delivery for payment, as it has been instructed by an authorized person of the Assets of funds under the Acquired Fund, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been madecustody Agreement. The Acquired Funds portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMorgan Chase Bankthose persons at the Custodian who have primary responsibility for the safekeeping of the assets of the Acquiring Fund, N.A., as the Custodian also serves as the custodian for the Acquiring Fund (Acquiring Fund Custodian)Fund. Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 The Custodian shall deliver to those persons at the Custodian who have primary responsibility for the safekeeping of the 1940 Act, shall be transferred by the Acquired Fund Custodian to the Acquiring Fund Custodian for the account assets of the corresponding Acquiring Fund as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and of each such securities depository, as defined in Rule 17f-4 under the 1940 Act, in which the Acquired Funds Assets are deposited, the Acquired Funds Assets deposited with such depositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal Federal funds on the Closing Date. 3.3. Acquired Fund Company MST shall direct the PNC Global Servicing Inc., in its capacity as transfer agent for the Acquired Fund MST (Transfer Agent) ), to deliver to OGMF MST at the Closing a certificate of an authorized officer of the Transfer Agent stating that its records contain the name names and address addresses of each Acquired Fund Shareholder and the number and percentage ownership of each outstanding class of Acquired Fund Shares Class A, B, C and Y shares owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall deliver to the Secretary of the Acquired Fund a confirmation evidencing MST shall confirm that (a) the appropriate number of Acquiring Fund Shares have been credited to the Acquired Funds account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 1.4, and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4. At the Closing each party MST shall deliver to the other party execute such bills of sale, checks, assignments, share certificates,, if any, receipts or other documents as necessary to effect the other party or its counsel may reasonably requestReorganization. 3.4. In the event that at on the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each each, an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of Trustees of MST, accurate appraisal of the value of the net assets of the Acquired Acquiring Fund or the Acquiring Acquired Fund is impracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day practicable after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Appears in 1 contract

Samples: Munder Series Trust Agreement and Plan of Reorganization (Munder Series Trust)

Eastern Time. The Closing shall be held at the offices of the Acquired Fund Company Trust or at such other time and/or place as the parties may agree. 3.2. Acquired Fund Company The Trust shall direct JPMorgan Chase Bank, N.A., as custodian for the Acquired Fund (Acquired Fund the “Custodian), to deliver to OGMFdeliver, at the Closing, a certificate of an authorized officer stating that (i) the Assets of the Acquired Fund shall have been delivered in proper form to the each Acquiring Fund within two business days prior to or on the Closing Date, ; and (ii) all necessary taxes in connection with the delivery of the Assets of the Acquired FundAssets, including all applicable federal and state stock transfer stamps, if any, have been paid or provision for payment has been made. The Acquired Funds Fund’s portfolio securities represented by a certificate or other written instrument shall be presented by the Acquired Fund Custodian to JPMorgan Chase Bank, N.A., as those persons at the custodian Custodian who have primary responsibility for the safekeeping of the Assets of the Acquiring Fund (Acquiring Fund Custodian). Such presentation shall be made for examination no later than five (5) business days preceding the Closing Date, and such certificates and other written instruments shall be transferred and delivered by the Acquired Fund as of the Closing Date for the account of the Acquiring Fund duly endorsed in proper form for transfer in such condition as to constitute good delivery thereof. Each Acquired Funds Assets held in book-entry form with a securities depository, as defined in Rule 17f-4 The Trust on behalf of the 1940 ActAcquired Fund, shall be transferred by direct the Acquired Fund Custodian to the Acquiring Fund Custodian for the account of the corresponding Acquiring Fund deliver as of the Closing Date by book entry, in accordance with the customary practices of the Acquired Fund Custodian and any securities depository (as defined in Rule 17f-4 under the Investment Company Act of each 1940, as amended (the “1940 Act”)) in which the Assets are deposited, the Acquired Fund’s portfolio securities and instruments deposited with such securities depositorydepositories. The cash to be transferred by the Acquired Fund shall be delivered by wire transfer of federal funds on the Closing Date. 3.3. Acquired Fund Company The Trust shall direct JPMorgan Chase Bank, N.A. (the transfer agent for “Transfer Agent”), on behalf of the Acquired Fund (Transfer Agent) Fund, to deliver to OGMF at the Closing a certificate of an authorized officer stating that its records contain the name names and address addresses of each the Acquired Fund Shareholder Shareholders and the number and percentage ownership of each outstanding class shares (of Acquired Fund Shares the classes listed in Schedule A) owned by each such shareholder immediately prior to the Closing. The Acquiring Fund shall issue and deliver a confirmation evidencing the Acquiring Fund Shares to be credited on the Closing Date to the Secretary of the Acquired Fund, or provide evidence satisfactory to the Acquired Fund a confirmation evidencing that (a) the appropriate number of such Acquiring Fund Shares have been credited to the Acquired Funds Fund’s account on the books of the Acquiring Fund pursuant to paragraph 1.1 prior to the actions contemplated by paragraph 1.4 and (b) the appropriate number of Acquiring Fund Shares have been credited to the accounts of the Acquired Fund Shareholders on the books of the Acquiring Fund pursuant to paragraph 1.4Fund. At the Closing Closing, each party shall deliver to the other party such bills of sale, checks, assignments, share certificates,, if any, receipts or other documents as the such other party or its counsel may reasonably request. 3.4. In the event that at on the Valuation Date (with respect to the Acquired Fund) or at the time of calculation of the net asset value per share of each class of Acquiring Fund Shares pursuant to paragraph 2.2 (with respect to the Acquiring Fund) (a) the New York Stock Exchange or another primary trading market for portfolio securities of the Acquiring Fund or the Acquired Fund (each an Exchange) shall be closed to trading or trading thereupon shall be restricted, or (b) trading or the reporting of trading on such Exchange or elsewhere shall be disrupted so that that, in the judgment of the Board of the Trust, accurate appraisal of the value of the net assets of the Acquired Fund or the Acquiring Fund is impracticable (in the judgment of the Board of Trustees of OGMF with respect to the Acquiring Fund and the Board of Trustees of Acquired Fund Company with respect to the Acquired Fund)impracticable, the Closing Date shall be postponed until the first Friday (that is also a business day) day after the day when trading shall have been fully resumed and reporting shall have been restored. 4.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (FBR Funds)

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