FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS. OF EACH ACQUIRED FUND AND THE CORRESPONDING ACQUIRING FUND. The respective obligations of each Acquired Fund and the corresponding Acquiring Fund hereunder are subject to the further conditions that on or before the Closing Date:
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS. OF THE ACQUIRING ENTITY AND THE TARGET ENTITY With respect to each Reorganization, if any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the Target Fund or the Acquiring Fund, the Acquiring Entity or Target Entity, respectively, shall, at its option, not be required to consummate the transactions contemplated by this Agreement:
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS of the Acquiring Fund and the Acquired Fund If any of the conditions set forth below do not exist on or before the Closing Date with respect to the Funds, the Aberdeen Trust shall not be required to consummate the transactions contemplated by this Agreement. 7.1. The Board of Trustees of the Aberdeen Trust, including a majority of the trustees who are not "interested persons" of the Aberdeen Trust (as defined by the 1940 Act), shall have determined that this Agreement and the transactions contemplated hereby are in the best interests of each Fund and that the interests of the shareholders in each Fund would not be diluted as a result of such transactions. 7.2. On the Closing Date no action, suit or other proceeding shall be pending before any court or governmental agency in which it is sought to restrain or prohibit, or obtain damages or other relief in connection with, this Agreement or the transactions contemplated herein. 7.3. All consents of other parties and all other consents, orders and permits of federal, state and local regulatory authorities (including those of the Commission and of state blue sky and securities authorities, including "no-action" positions of and exemptive orders from such federal and state authorities) deemed necessary by the Aberdeen Trust to permit consummation, in all material respects, of the transactions contemplated hereby shall have been obtained, except where failure to obtain any such consent, order or permit would not involve a risk of a material adverse effect on the assets or properties of the Acquiring Fund or the Acquired Fund. 7.4. The Aberdeen Trust shall have received on the Closing Date an opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP, addressed to, and in form and substance reasonably satisfactory to, the Acquired Fund and the Acquiring Fund and dated as of the Closing Date, substantially to the effect that for U.S. federal income tax purposes: (a) The transfer of all of the Acquired Fund's assets to the Acquiring Fund in exchange for the Acquiring Fund Shares and the assumption by the Acquiring Fund of the liabilities of the Acquired Fund, followed by the distribution by the Acquired Fund of such Acquiring Fund Shares to shareholders of the Acquired Fund in complete liquidation of the Acquired Fund, all pursuant to the Agreement, will constitute a "reorganization" within the meaning of Section 368(a) of the Code, and the Acquiring Fund and the Acquired Fund will each be a "party to a reorganization" within the mean...
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS. OF EACH ACQUIRING FUND AND EACH TARGET FUND If any of the conditions set forth below have not been met on or before the Closing Date with respect to each Target Fund or its corresponding Acquiring Fund, the other party to this Agreement shall, at its option, not be required to consummate the transactions contemplated by this Agreement:
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS. OF THE ACQUIRING FUND AND THE TARGET FUND With respect to the Reorganization, if any of the conditions set forth below have not been satisfied on or before the Closing with respect to the Target Fund or the Acquiring Fund, ETF Series Solutions or NEOS ETF Trust, respectively, shall, at its or their option, not be required to consummate the transactions contemplated by this Agreement; provided, that with respect to Section 8.1, if the condition has not been satisfied on or before the Closing with respect to the Target Fund, ETF Series Solutions or NEOS ETF Trust, respectively, shall, at its or their option, not be required to consummate the transactions contemplated by this Agreement for the Target Fund:
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS. OF THE ACQUIRING ENTITY AND THE TARGET ENTITY With respect to the Reorganization, if any of the conditions set forth below have not been satisfied on or before the Closing Date with respect to the Target ETF or the Acquiring ETF, the Acquiring Entity or Target Entity, respectively, shall, at its option, not be required to consummate the transactions contemplated by this Agreement:
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS of the Acquiring Fund and the Acquired Fund If any of the conditions set forth below do not exist on or before the Closing Date with respect to the Funds, the Aberdeen Trust shall not be required to consummate the transactions contemplated by this Agreement.
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS. OF EACH OF THE TRUST, THE CORPORATION, THE ACQUIRING FUND AND THE ACQUIRED FUND If any of the conditions set forth below shall not have been satisfied on or before the Closing Date or shall not remain satisfied with respect to the Trust or the Corporation, the Acquiring Fund or the Acquired Fund, as applicable, shall, at its option, not be required to consummate the transactions contemplated by this Agreement; if any of the conditions set forth below shall not have been satisfied on or before the Closing Date or shall not remain satisfied with respect to the Acquired Fund, the Acquiring Fund shall, at its option, not be required to consummate the transactions contemplated by this Agreement with respect to the Acquired Fund:
FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS of the Acquiring Fund and the Acquired Fund If any of the conditions set forth below do not exist on or before the Closing Date with respect to the Trust or the Acquiring Fund, the Acquired Fund shall, and if any of such conditions do not exist on or before the Closing Date with respect to the Acquired Fund, the Trust, on behalf of the Acquiring Fund, shall, at their respective option, not be required to consummate the transactions contemplated by this Agreement. 8.1.
