Common use of Incorporation; Reorganization Clause in Contracts

Incorporation; Reorganization. Subject to applicable federal and state law, the Directors may without the vote or consent of Shareholders cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other trust, partnership, limited liability company, association, or other organization to take over all or a portion of the Company Property or all or a portion of the Company Property allocated or belonging to such Series or Class or to carry on any business in which the Company shall directly or indirectly have any interest, and to sell, convey and transfer the Company property or the Company Property allocated or belonging to such Series or Class to another Series or Class of the Company or to any such corporation, trust, limited liability company, partnership, association, or organization in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such Series or Class of the Company or any such corporation, trust, partnership, limited liability company, association, or organization, or any corporation, partnership, limited liability company, trust, association, or organization in which the Company or such Series holds or is about to acquire shares or any other interest. Subject to applicable federal and state law, the Directors may also cause a merger or consolidation between the Company or any successor thereto or any Series or Class thereof and any such corporation, trust, partnership, limited liability company, association, or other organization. Nothing contained herein shall be construed as requiring approval of Shareholders for the Directors to organize or assist in organizing one or more corporations, trusts, partnerships, limited liability companies, associations, or other organizations and selling, conveying, or transferring the Company Property or a portion of the Company Property to any such Series or Class of the Company or to any such organization or entities; provided, however, that the Directors shall provide written notice to the affected Shareholders of any transaction whereby, pursuant to this Section 12.07, the Company or any Series or Class thereof sells, conveys, or transfers all or a portion of its assets to another Series or Class of the Company or to another entity or merges or consolidates with another entity. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, in- redemptions and purchases, exchange offers, or any other method approved by the Directors. Pursuant to and in accordance with the provisions of Section 18-209 of the Delaware Act, and notwithstanding anything to the contrary contained in this Agreement, an agreement of merger or consolidation approved by the Agreement in accordance with this Section 12.07 may effect any amendment to this Agreement or effect the adoption of a new operating agreement of the Company if it is the surviving or resulting Company in the merger or consolidation.

Incorporation; Reorganization. Subject to applicable federal and state law, the Directors may without the vote or consent of Shareholders cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other trust, partnership, limited liability company, association, or other organization to take over all or a portion of the Company Property or all or a portion of the Company Property allocated or belonging to such Series or Class or to carry on any business in which the Company shall directly or indirectly have any interest, and to sell, convey and transfer the Company property or the Company Property allocated or belonging to such Series or Class to another Series or Class of the Company or to any such corporation, trust, limited liability company, partnership, association, or organization in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such Series or Class of the Company or any such corporation, trust, partnership, limited liability company, association, or organization, or any corporation, partnership, limited liability company, trust, association, or organization in which the Company or such Series holds or is about to acquire shares or any other interest. Subject to applicable federal and state law, the Directors may also cause a merger or consolidation between the Company or any successor thereto or any Series or Class thereof and any such corporation, trust, partnership, limited liability company, association, or other organization. Nothing contained herein shall be construed as requiring approval of Shareholders for the Directors to organize or assist in organizing one or more corporations, trusts, partnerships, limited liability companies, associations, or other organizations and selling, conveying, or transferring the Company Property or a portion of the Company Property to any such Series or Class of the Company or to any such organization or entities; provided, however, that the Directors shall provide written notice to the affected Shareholders of any transaction whereby, pursuant to this Section 12.07, the Company or any Series or Class thereof sells, conveys, or transfers all or a portion of its assets to another Series or Class of the Company or to another entity or merges or consolidates with another entity. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, in- in-kind redemptions and purchases, exchange offers, or any other method approved by the Directors. Pursuant to and in accordance with the provisions of Section 18-209 of the Delaware Act, and notwithstanding anything to the contrary contained in this Agreement, an agreement of merger or consolidation approved by the Agreement in accordance with this Section 12.07 may effect any amendment to this Agreement or effect the adoption of a new operating agreement of the Company if it is the surviving or resulting Company in the merger or consolidation.

Incorporation; Reorganization. Subject to applicable federal Federal and state law, the Directors Trustees may without the vote or consent of Shareholders cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other trust, partnership, limited liability company, association, or other organization to take over all or a portion of the Company Property Trust property or all or a portion of the Company Property Trust property allocated or belonging to such Series or Class class or to carry on any business in which the Company Trust shall directly or indirectly have any interest, and to may sell, convey and transfer the Company Trust property or the Company Property Trust property allocated or belonging to such Series or Class to another Series or Class of the Company or class to any such corporation, trust, limited liability company, partnership, association, or organization in exchange for the shares or securities thereof or otherwise, and to may lend money to, subscribe for the shares or securities of, and enter into any contracts with any such Series or Class of the Company or any such corporation, trust, partnership, limited liability company, association, or organization, or any corporation, partnership, limited liability company, trust, association, or organization in which the Company Trust or such Series holds or is about to acquire shares or any other interest. Subject to applicable federal Federal and state law, the Directors Trustees may also cause a merger or consolidation between the Company Trust or any successor thereto or any Series or Class class thereof and any such corporation, trust, partnership, limited liability company, association, or other organization. Nothing contained herein shall be construed as requiring approval of Shareholders for the Directors Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, limited liability companies, associations, or other organizations and selling, conveying, or transferring the Company Property Trust property or a portion of the Company Property Trust property to any such Series or Class of the Company or to any such organization or entities; provided, however, that the Directors Trustees shall provide written notice to the affected Shareholders of any transaction whereby, pursuant to this Section 12.0711.07, the Company Trust or any Series or Class class thereof sells, conveys, or transfers all or a portion of its assets to another Series or Class of the Company or to another entity or merges or consolidates with another entity. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, in- shareholder in-kind redemptions and purchases, exchange offers, or any other method approved by the DirectorsTrustees. Pursuant to and in accordance with the provisions of Section 18-209 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this AgreementTrust Instrument, an agreement of merger or consolidation approved by the Agreement Trustees in accordance with this Section 12.07 11.07 may effect any amendment to this Agreement the Trust Instrument or effect the adoption of a new operating agreement Trust Instrument of the Company Trust if it is the surviving or resulting Company trust in the merger or consolidation.

Incorporation; Reorganization. Subject to applicable federal and state law, the Directors may without the vote or consent of Shareholders cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other trust, partnership, limited liability company, association, or other organization to take over all or a portion of the Company Property or all or a portion of the Company Property allocated or belonging to such Series or Class or to carry on any business in which the Company shall directly or indirectly have any interest, and to sell, convey and transfer the Company property or the Company Property allocated or belonging to such Series or Class to another Series or Class of the Company or to any such corporation, trust, limited liability company, partnership, association, or organization in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such Series or Class of the Company or any such corporation, trust, partnership, limited liability company, association, or organization, or any corporation, partnership, limited liability company, trust, association, or organization in which the Company or such Series holds or is about to acquire shares or any other interest. Subject to applicable federal and state law, the Directors may also cause a merger or consolidation between the Company or any successor thereto or any Series or Class thereof and any such corporation, trust, partnership, limited liability company, association, or other organization. Nothing contained herein shall be construed as requiring approval of Shareholders for the Directors to organize or assist in organizing one or more corporations, trusts, partnerships, limited liability companies, associations, or other organizations and selling, conveying, or transferring the Company Property or a portion of the Company Property to any such Series or Class of the Company or to any such organization or entities; provided, however, that the Directors shall provide written notice to the affected Shareholders of any transaction whereby, pursuant to this Section 12.07Article XII.07, the Company or any Series or Class thereof sells, conveys, or transfers all or a portion of its assets to another Series or Class of the Company or to another entity or merges or consolidates with another entity. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, in- redemptions and purchases, exchange offers, or any other method approved by the Directors. Pursuant to and in accordance with the provisions of Section 18-209 of the Delaware Act, and notwithstanding anything to the contrary contained in this Agreement, an agreement of merger or consolidation approved by the Agreement in accordance with this Section 12.07 Article XII.07 may effect any amendment to this Agreement or effect the adoption of a new operating agreement of the Company if it is the surviving or resulting Company in the merger or consolidation.

Incorporation; Reorganization. Subject to applicable federal Federal and state law, the Directors Trustees may without the vote or consent of Shareholders cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction or any other trust, partnership, limited liability company, association, or other organization to take over all or a portion of the Company Property Trust property or all or a portion of the Company Property Trust property allocated or belonging to such Series or Class class or to carry on any business in which the Company Trust shall directly or indirectly have any interest, and to sell, convey and transfer the Company Trust property or the Company Property Trust property allocated or belonging to such Series or Class to another Series or Class of the Company or class to any such corporation, trust, limited liability company, partnership, association, or organization in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such Series or Class of the Company or any such corporation, trust, partnership, limited liability company, association, or organization, or any corporation, partnership, limited liability company, trust, association, or organization in which the Company Trust or such Series holds or is about to acquire shares or any other interest. Subject to applicable federal Federal and state law, the Directors Trustees may also cause a merger or consolidation between the Company Trust or any successor thereto or any Series or Class class thereof and any such corporation, trust, partnership, limited liability company, association, or other organization. Nothing contained herein shall be construed as requiring approval of Shareholders for the Directors Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, limited liability companies, associations, or other organizations and selling, conveying, or transferring the Company Property Trust property or a portion of the Company Property Trust property to any such Series or Class of the Company or to any such organization or entities; provided, however, that the Directors Trustees shall provide written notice to the affected Shareholders of any transaction whereby, pursuant to this Section 12.0711.07, the Company Trust or any Series or Class class thereof sells, conveys, or transfers all or a portion of its assets to another Series or Class of the Company or to another entity or merges or consolidates with another entity. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, in- shareholder in-kind redemptions and purchases, exchange offers, or any other method approved by the DirectorsTrustees. Pursuant to and in accordance with the provisions of Section 18-209 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained in this AgreementTrust Instrument, an agreement of merger or consolidation approved by the Agreement Trustees in accordance with this Section 12.07 11.07 may effect any amendment to this Agreement the Trust Instrument or effect the adoption of a new operating agreement Trust Instrument of the Company Trust if it is the surviving or resulting Company trust in the merger or consolidation.

Incorporation; Reorganization. Subject With the approval of the --------- ----------------------------- holders of a majority of the Shares outstanding and entitled to applicable federal and state lawvote, the Directors Trustees may without the vote or consent of Shareholders cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction jurisdiction, or any other trust, unit investment trust, partnership, limited liability company, association, association or other organization to take over all or a portion the assets of the Company Property or all or a portion of the Company Property allocated or belonging to such Series or Class Trust or to carry on any business in which the Company Trust shall directly or indirectly have any interest, and to sell, convey and transfer the Company property or the Company Property allocated or belonging to such Series or Class to another Series or Class of the Company or assets to any such corporation, trust, limited liability company, partnership, association, association or organization in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such Series or Class of the Company or any such corporation, trust, partnership, limited liability company, association, or organization, or any corporation, partnership, limited liability company, trust, association, association or organization in which the Company or such Series Trust holds or is about to acquire shares or any other interest. Subject to applicable federal and state lawSection 6 of this Article VIII, the Directors Trustees may also cause a merger or consolidation between the Company Trust or any successor thereto or any Series or Class thereof and any such corporation, trust, partnership, limited liability company, association, association or other organizationorganization if and to the extent permitted by law. Nothing contained herein in this Section shall be construed as requiring approval of Shareholders for the Directors Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, limited liability companies, associations, associations or other organizations and selling, conveying, conveying or transferring the Company Property or a portion of the Company Property to any such Series or Class assets of the Company or Trust to any such organization or entities; provided, however, that . With the Directors shall provide written notice to the affected Shareholders approval of a Majority Shareholder Vote of any transaction whereby, pursuant to this Section 12.07Series, the Company Trustees may sell, lease or any Series exchange all of the assets allocated or Class thereof sells, conveysbelonging to that Series, or transfers all cause to be organized or assist in organizing a portion corporation or corporations under the laws of its assets to another Series or Class of the Company or to another entity or merges or consolidates with another entity. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, in- redemptions and purchases, exchange offersany other jurisdiction, or any other method approved by the Directors. Pursuant trust, unit investment trust, partnership, association or other organization, to and in accordance with the provisions of Section 18-209 take over all of the Delaware Actassets allocated or belonging to that Series and to sell, and notwithstanding anything convey or transfer such assets to any such corporation, trust, unit investment trust, partnership, association, or other organization in exchange for the contrary contained in this Agreement, an agreement of merger shares or consolidation approved by the Agreement in accordance with this Section 12.07 may effect any amendment to this Agreement securities thereof or effect the adoption of a new operating agreement of the Company if it is the surviving or resulting Company in the merger or consolidationotherwise.

Incorporation; Reorganization. Subject With the approval of the holders of a majority of the Shares outstanding and entitled to applicable federal and state lawvote, the Directors Trustees may without the vote or consent of Shareholders cause to be organized or assist in organizing a corporation or corporations under the laws of any jurisdiction jurisdiction, or any other trust, unit investment trust, partnership, limited liability company, association, association or other organization to take over all or a portion the assets of the Company Property or all or a portion of the Company Property allocated or belonging to such Series or Class Trust or to carry on any business in which the Company Trust shall directly or indirectly have any interest, and to sell, convey and transfer the Company property or the Company Property allocated or belonging to such Series or Class to another Series or Class of the Company or assets to any such corporation, trust, limited liability company, partnership, association, association or organization in exchange for the shares or securities thereof or otherwise, and to lend money to, subscribe for the shares or securities of, and enter into any contracts with any such Series or Class of the Company or any such corporation, trust, partnership, limited liability company, association, or organization, or any corporation, partnership, limited liability company, trust, association, association or organization in which the Company or such Series Trust holds or is about to acquire shares or any other interest. Subject to applicable federal and state lawSection 6 of this Article VIII, the Directors Trustees may also cause a merger or consolidation between the Company Trust or any successor thereto or any Series or Class thereof and any such corporation, trust, partnership, limited liability company, association, association or other organizationorganization if and to the extent permitted by law. Nothing contained herein in this Section shall be construed as requiring approval of Shareholders for the Directors Trustees to organize or assist in organizing one or more corporations, trusts, partnerships, limited liability companies, associations, associations or other organizations and selling, conveying, conveying or transferring the Company Property or a portion of the Company Property to any such Series or Class assets of the Company or Trust to any such organization or entities; provided, however, that . With the Directors shall provide written notice to the affected Shareholders approval of a Majority Shareholder Vote of any transaction whereby, pursuant to this Section 12.07Series, the Company Trustees may sell, lease or any Series exchange all of the assets allocated or Class thereof sells, conveysbelonging to that Series, or transfers all cause to be organized or assist in organizing a portion corporation or corporations under the laws of its assets to another Series or Class of the Company or to another entity or merges or consolidates with another entity. Such transactions may be effected through share-for-share exchanges, transfers or sale of assets, in- redemptions and purchases, exchange offersany other jurisdiction, or any other method approved by the Directors. Pursuant trust, unit investment trust, partnership, association or other organization, to and in accordance with the provisions of Section 18-209 take over all of the Delaware Actassets allocated or belonging to that Series and to sell, and notwithstanding anything convey or transfer such assets to any such corporation, trust, unit investment trust, partnership, association, or other organization in exchange for the contrary contained in this Agreement, an agreement of merger shares or consolidation approved by the Agreement in accordance with this Section 12.07 may effect any amendment to this Agreement securities thereof or effect the adoption of a new operating agreement of the Company if it is the surviving or resulting Company in the merger or consolidationotherwise.