Common use of Exchange Date; Valuation Time Clause in Contracts

Exchange Date; Valuation Time. On the Exchange Date, Acquiring Fund will deliver to Acquired Fund a number of full and fractional Merger Shares having an aggregate net asset value equal to the value of assets of Acquired Fund attributable to shares of Acquired Fund transferred to Acquiring Fund on such date less the value of the liabilities of Acquired Fund attributable to the shares of Acquired Fund assumed by Acquiring Fund on that date. <![if !supportLists]>(a) <![endif]>The net asset value of the Merger Shares to be delivered to Acquired Fund, the value of the assets attributable to the shares of Acquired Fund and the value of the liabilities attributable to the shares of Acquired Fund to be assumed by Acquiring Fund shall in each case be determined as of the Valuation Time. <![if !supportLists]>(b) <![endif]>The net asset value of the Merger Shares, and the value of the assets and liabilities of the shares of Acquired Fund shall be determined by Acquiring Fund, in cooperation with Acquired Fund, pursuant to procedures Acquiring Fund would use in determining the fair market value of Acquiring Fund’s assets and liabilities. <![if !supportLists]>(c) <![endif]>No adjustment shall be made in the net asset value of either Acquired Fund or Acquiring Fund to take into account differences in realized and unrealized gains and losses. <![if !supportLists]>(d) <![endif]>Reserved. <![if !supportLists]>(e) <![endif]>Acquired Fund shall distribute the Merger Shares to the shareholders of Acquired Fund by furnishing written instructions to Acquiring Fund’s transfer agent which will as soon as practicable set up open accounts for each shareholder of Acquired Fund in accordance with written instructions furnished by Acquired Fund. With respect to any Acquired Fund shareholder holding share certificates as of the Exchange Date, Acquiring Fund will not permit such shareholder to receive dividends and other distributions on the Merger Shares (although such dividends and other distributions shall be credited to the account of such shareholder), or pledge such Merger Shares until such shareholder has surrendered his or her outstanding Acquired Fund certificates or, in the event of lost, stolen, or destroyed certificates, posted adequate bond. In the event that a shareholder shall not be permitted to receive dividends and other distributions on the Merger Shares as provided in the preceding sentence, Acquiring Fund shall pay any such dividends or distributions in additional shares, notwithstanding any election such shareholder shall have made previously with respect to the payment, in cash or otherwise, of dividends and distributions on shares of Acquired Fund. Acquired Fund will, at its expense, request the shareholders of Acquired Fund to surrender their outstanding Acquired Fund certificates, or post adequate bond, as the case may be. <![if !supportLists]>(f) <![endif]>Acquiring Fund shall assume all liabilities of Acquired Fund, whether accrued or contingent, in connection with the acquisition of assets and subsequent dissolution of Acquired Fund or otherwise.

Exchange Date; Valuation Time. On the Exchange Date, Acquiring Fund will deliver to Acquired Fund (i) a number of full and fractional Class A Merger Shares having an aggregate net asset value equal to the value of assets of Acquired Fund attributable to Class A shares of Acquired Fund transferred to Acquiring Fund on such date less the value of the liabilities of Acquired Fund attributable to the Class A shares of Acquired Fund assumed by Acquiring Fund on that date. <![if !supportLists]>(a; (ii) <![endif]>The a number of full and fractional Class B Merger Shares having an aggregate net asset value of the Merger Shares equal to be delivered to Acquired Fund, the value of the assets of Acquired Fund attributable to the Class B shares of Acquired Fund and transferred to Acquiring Fund on such date less the value of the liabilities of Acquired Fund attributable to the Class B shares of Acquired Fund to be assumed by Acquiring Fund shall in each case be determined as on that date; (iii) a number of the Valuation Time. <![if !supportLists]>(b) <![endif]>The full and fractional Class C Merger Shares having an aggregate net asset value of the Merger Shares, and equal to the value of the assets and liabilities of the Acquired Fund attributable to Class C shares of Acquired Fund shall be determined transferred to Acquiring Fund on such date less the value of the liabilities of Acquired Fund attributable to Class C shares of Acquired Fund assumed by Acquiring FundFund on that date, in cooperation with Acquired Fund, pursuant to procedures Acquiring Fund would use in determining the fair market value (iv) a number of Acquiring Fund’s assets full and liabilities. <![if !supportLists]>(c) <![endif]>No adjustment shall be made in the fractional Class M Merger Shares having an aggregate net asset value of either Acquired Fund or Acquiring Fund to take into account differences in realized and unrealized gains and losses. <![if !supportLists]>(d) <![endif]>Reserved. <![if !supportLists]>(e) <![endif]>Acquired Fund shall distribute the Merger Shares equal to the shareholders value of the assets of Acquired Fund by furnishing written instructions attributable to Acquiring Fund’s transfer agent which will as soon as practicable set up open accounts for each shareholder Class M shares of Acquired Fund in accordance with written instructions furnished by Acquired Fund. With respect transferred to any Acquiring Fund on such date less the value of the liabilities of Acquired Fund shareholder holding share certificates as attributable to Class M; and (v) a number of full and fractional Class Y Merger Shares having an aggregate net asset value equal to the value of the Exchange Date, Acquiring Fund will not permit such shareholder to receive dividends and other distributions on the Merger Shares (although such dividends and other distributions shall be credited to the account assets of such shareholder), or pledge such Merger Shares until such shareholder has surrendered his or her outstanding Acquired Fund certificates or, in the event of lost, stolen, or destroyed certificates, posted adequate bond. In the event that a shareholder shall not be permitted attributable to receive dividends and other distributions on the Merger Shares as provided in the preceding sentence, Acquiring Fund shall pay any such dividends or distributions in additional shares, notwithstanding any election such shareholder shall have made previously with respect to the payment, in cash or otherwise, of dividends and distributions on Class Y shares of Acquired Fund. Acquired Fund will, at its expense, request transferred to Acquiring Fund on such date less the shareholders value of the liabilities of Acquired Fund attributable to surrender their outstanding Acquired Fund certificates, or post adequate bond, as the case may be. <![if !supportLists]>(f) <![endif]>Acquiring Fund shall assume all liabilities of Acquired Fund, whether accrued or contingent, in connection with the acquisition of assets and subsequent dissolution Class Y shares of Acquired Fund or otherwiseassumed by Acquiring Fund on that date.

Exchange Date; Valuation Time. On the Exchange Date, the Acquiring Fund will deliver to the Acquired Fund a number of full and fractional Merger Shares having an aggregate net asset value equal to the value of the assets of the Acquired Fund attributable to shares of Acquired Fund transferred to Acquiring Fund on such date less the value of the liabilities of Acquired Fund attributable to the shares of Acquired Fund assumed by the Acquiring Fund on that date, determined as hereinafter provided in this Section 4. <![if !supportLists]>(a) <![endif]>The a. The net asset value of the Merger Shares to be delivered to the Acquired Fund, the value of the assets attributable to of the shares of Acquired Fund Fund, and the value of the liabilities attributable to of the shares of Acquired Fund to be assumed by the Acquiring Fund Fund, shall in each case be determined as of the Valuation Time. <![if !supportLists]>(b) <![endif]>The b. The net asset value of the Merger Shares, and Shares shall be computed in the manner set forth in the Acquiring Fund Prospectus. The value of the assets and liabilities of the shares of Acquired Fund shall be determined by the Acquiring Fund, in cooperation with the Acquired Fund, pursuant to procedures which the Acquiring Fund would use in determining the fair market value of the Acquiring Fund’s 's assets and liabilities. <![if !supportLists]>(c) <![endif]>No Each of the Existing Trust, on behalf of the Acquired Fund, and the New Trust, on behalf of the Acquiring Fund, hereby agrees to cooperate with the other party in valuing the securities held by the Acquired Fund and agrees to take reasonable steps to ensure that the valuation procedures used by the Acquired Fund and the Acquiring Fund as of the Valuation Time are substantially identical. c. No adjustment shall be made in the net asset value of either the Acquired Fund or the Acquiring Fund to take into account differences in realized and unrealized gains and losses. <![if !supportLists]>(d) <![endif]>Reserved. <![if !supportLists]>(e) <![endif]>Acquired d. The Acquiring Fund shall issue the Merger Shares to the Acquired Fund. The Acquired Fund shall promptly distribute the Merger Shares to the shareholders of the Acquired Fund by furnishing written instructions to Acquiring Fund’s transfer agent which will as soon as practicable set up establishing open accounts for each shareholder of Acquired Fund in accordance with written instructions furnished by Acquired Fund. With respect to any Acquired Fund shareholder holding share on the transfer records of the Acquiring Fund. The Acquiring Fund and the Acquired Fund agree to cooperate in the establishment of such open accounts. Certificates representing Merger Shares will not be issued to Acquired Fund shareholders. Any certificates representing shares of the Acquired Fund shall automatically be cancelled and each holder of a certificate representing shares of the Acquired Fund shall cease to have any rights with respect thereto, except the right to receive Merger Shares as of provided herein. e. On the Exchange Date, the Acquiring Fund will not permit such shareholder to receive dividends and other distributions on the Merger Shares (although such dividends and other distributions shall be credited to the account of such shareholder), or pledge such Merger Shares until such shareholder has surrendered his or her outstanding Acquired Fund certificates or, in the event of lost, stolen, or destroyed certificates, posted adequate bond. In the event that a shareholder shall not be permitted to receive dividends and other distributions on the Merger Shares as provided in the preceding sentence, Acquiring Fund shall pay any such dividends or distributions in additional shares, notwithstanding any election such shareholder shall have made previously with respect to the payment, in cash or otherwise, of dividends and distributions on shares of Acquired Fund. Acquired Fund will, at its expense, request the shareholders of Acquired Fund to surrender their outstanding Acquired Fund certificates, or post adequate bond, as the case may be. <![if !supportLists]>(f) <![endif]>Acquiring Fund shall assume all liabilities of the Acquired Fund, whether accrued or contingent, known or unknown, in connection with the acquisition of assets and subsequent liquidation and dissolution of the Acquired Fund or otherwise. 5.

Exchange Date; Valuation Time. On the Exchange Date, Acquiring Fund NIF III will deliver to Acquired Fund FHIT a number of full and fractional Merger corresponding Acquiring Series Shares having an aggregate net asset value equal to the value of the assets of Acquired Fund attributable to shares of Acquired Fund transferred to FHIT acquired by the respective Acquiring Fund on such date Series, less the value of the liabilities of FHIT assumed, determined as hereafter provided in this Section 4. (a) The net assets of FHIT and each Acquired Fund attributable to the shares of Acquired Fund assumed by Acquiring Fund on that date. <![if !supportLists]>(a) <![endif]>The net asset value of the Merger Shares to Series will be delivered to Acquired Fund, the value of the assets attributable to the shares of Acquired Fund and the value of the liabilities attributable to the shares of Acquired Fund to be assumed by Acquiring Fund shall in each case be determined computed as of the Valuation Time, using the valuation procedures set forth in the FHIT Prospectus. <![if !supportLists]>(b(b) <![endif]>The The net asset value of each of the Merger SharesAcquiring Series Shares will be determined to the nearest full cent as of the Valuation Time, and shall be set at the net asset value per share of the corresponding Acquired Series as of the Valuation Time, provided that the net asset value per share of the NIF III Tax-Free Income Fund shares utilized to acquire the assets and liabilities of the shares of Acquired FHIT Municipal Bond Fund shall be determined by Acquiring Fund, in cooperation with Acquired Fund, pursuant to procedures Acquiring Fund would use in determining the fair market value of Acquiring Fund’s assets and liabilities. <![if !supportLists]>(c) <![endif]>No adjustment shall be made in set at the net asset value per share of either Acquired the NIF III Tax-Free Income Fund shares utilized to acquire the assets and liabilities of Nationwide Tax-Free Income Fund, a series of Nationwide Investing Foundation II. (c) The Valuation Time shall be 4:00 P.M., Eastern Standard Time, on February 28, 1998, or such earlier or later day as may be mutually agreed upon in writing by the parties hereto (the "Valuation Time"). (d) The Acquiring Fund Series shall issue its Acquiring Series Shares to take into account differences FHIT on a share deposit receipt registered in realized and unrealized gains and lossesthe name of FHIT. <![if !supportLists]>(d) <![endif]>Reserved. <![if !supportLists]>(e) <![endif]>Acquired Fund FHIT shall distribute in liquidation the Merger Acquiring Series Shares received by it hereunder pro rata to the its shareholders of Acquired Fund by furnishing written instructions redelivering such share deposit receipt to Acquiring Fund’s NIF III's transfer agent agent, which will as soon as practicable set up open make such modifications to the accounts for each former FHIT shareholder of Acquired Fund in accordance with written instructions furnished by Acquired Fundas may be necessary and appropriate. With respect to any Acquired Fund shareholder holding share certificates as of the Exchange Date, (e) The Acquiring Fund will not permit such shareholder to receive dividends and other distributions on the Merger Shares (although such dividends and other distributions shall be credited to the account of such shareholder), or pledge such Merger Shares until such shareholder has surrendered his or her outstanding Acquired Fund certificates or, in the event of lost, stolen, or destroyed certificates, posted adequate bond. In the event that a shareholder shall not be permitted to receive dividends and other distributions on the Merger Shares as provided in the preceding sentence, Acquiring Fund shall pay any such dividends or distributions in additional shares, notwithstanding any election such shareholder shall have made previously with respect to the payment, in cash or otherwise, of dividends and distributions on shares of Acquired Fund. Acquired Fund will, at its expense, request the shareholders of Acquired Fund to surrender their outstanding Acquired Fund certificates, or post adequate bond, as the case may be. <![if !supportLists]>(f) <![endif]>Acquiring Fund Series shall assume all liabilities of Acquired FundFHIT, whether accrued or contingent, described in subsection l(c) hereof in connection with the acquisition of assets and subsequent dissolution of Acquired Fund FHIT or otherwise, except that recourse for assumed liabilities relating to an Acquired Series shall be limited to the corresponding Acquiring Series. 5.