Common use of Liability of Shareholders Clause in Contracts

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Delaware Statutory Trust Act provides that shareholders of a Delaware statutory trust shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There is, however, a remote possibility that, under certain circumstances, shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent the courts of another state that does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The AIMF Declaration provides that shareholders of AIMF shall not be subject to any personal liability for acts or obligations of AIMF and that every written agreement, obligation or other undertaking made or issued by AIMF shall contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the AIMF Declaration provides for indemnification out of AIMF's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which AIMF itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of AIMF, the possibility of AIMF being unable to meet its obligations is considered remote, and even if a claim were brought against AIMF and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IIFI have elected a majority of the directors of IIFI. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IIFI Board (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IIFI Board to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IIFI Plan authorizes IIFI to acquire one share of each class of each New Fund and, as the sole shareholder of AIMF prior to the IIFI Redomestication, to elect the directors of IIFI as the trustees of AIMF. Such trustees serve for the life of AIMF, subject to his or her earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees of AIMF (the "AIMF Board"), a majority of the trustees may appoint a successor to fill such vacancy. The right of the AIMF Board to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Aim Counselor Series Trust), Agreement and Plan of Reorganization (Aim Treasurers Series Funds)

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Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Delaware Statutory Trust Act provides that shareholders of a Delaware statutory trust shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There is, however, a remote possibility that, under certain circumstances, shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent the courts of another state that does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The AIMF ACST Declaration provides that shareholders of AIMF ACST shall not be subject to any personal liability for acts or obligations of AIMF ACST and that every written agreement, obligation or other undertaking made or issued by AIMF ACST shall contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the AIMF ACST Declaration provides for indemnification out of AIMFACST's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which AIMF ACST itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of AIMFACST, the possibility of AIMF ACST being unable to meet its obligations is considered remote, and even if a claim were brought against AIMF ACST and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IIFI IMSFI have elected a majority of the directors of IIFIIMSFI. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IIFI IMSFI Board (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IIFI IMSFI Board to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IIFI IMSFI Plan authorizes IIFI IMSFI to acquire one share of each class of each the New Fund and, as the sole shareholder of AIMF ACST prior to the IIFI IMSFI Redomestication, to elect the directors of IIFI IMSFI as the trustees of AIMFACST. Such trustees serve for the life of AIMFACST, subject to his or her earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees of AIMF ACST (the "AIMF ACST Board"), a majority of the trustees may appoint a successor to fill such vacancy. The right of the AIMF ACST Board to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.. 45

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Aim Counselor Series Trust), Agreement and Plan of Reorganization (Aim Treasurers Series Funds)

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Under Delaware Statutory Trust Act provides that law, shareholders of a Delaware statutory trust shall be are entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There isHowever, however, there is a remote possibility that, under certain circumstances, that shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent obligations. This might occur if the courts of another state that does not recognize such the limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving such the trust's obligations. The AIMF Declaration of Trust provides that shareholders of AIMF shall the AIM Trust are not be subject to any personal liability for acts or obligations of AIMF and the AIM Trust. The Declaration of Trust requires that every written agreement, obligation or other undertaking made or issued by AIMF shall the AIM Trust contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the AIMF Declaration of Trust provides for indemnification out of AIMFthe trust's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which AIMF the AIM Trust itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of AIMFthe AIM Trust, the possibility of AIMF the AIM Trust being unable to meet its obligations is considered remote, and even . Even if a claim were brought against AIMF the AIM Trust and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IIFI Company have elected a majority of the directors of IIFICompany. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IIFI Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IIFI Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, The shareholders of the IIFI Plan authorizes IIFI to acquire one share AIM Trust have elected a majority of each class of each New Fund and, as the sole shareholder of AIMF prior to the IIFI Redomestication, to elect the directors of IIFI as the trustees of AIMFthe AIM Trust. Such trustees serve for the life of AIMFthe AIM Trust, subject to his or her their earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees of AIMF (the "AIMF Board")Trustees, a majority of the trustees may appoint a successor to fill such vacancy. The right of the AIMF Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Invesco Variable Investment Funds Inc), Agreement and Plan of Reorganization (Invesco Variable Investment Funds Inc)

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Delaware Statutory Trust Act provides that shareholders of a Delaware statutory trust shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There is, however, a remote possibility that, under certain circumstances, shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent the courts of another state that does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The AIMF ATST Declaration provides that shareholders of AIMF ATST shall not be subject to any personal liability for acts or obligations of AIMF ATST and that every written agreement, obligation or other undertaking made or issued by AIMF ATST shall contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the AIMF ATST Declaration provides for indemnification out of AIMFATST's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which AIMF ATST itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of AIMFATST, the possibility of AIMF ATST being unable to meet its obligations is considered remote, and even if a claim were brought against AIMF ATST and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IIFI IMMFI have elected a majority of the directors of IIFIIMMFI. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IIFI IMMFI Board (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IIFI IMMFI Board to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IIFI IMMFI Plan authorizes IIFI IMMFI to acquire one share of each class of each New Fund and, as the sole shareholder of AIMF ATST prior to the IIFI IMMFI Redomestication, to elect the directors of IIFI IMMFI as the trustees of AIMFATST. Such trustees serve for the life of AIMFATST, subject to his or her earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees of AIMF ATST (the "AIMF ATST Board"), a majority of the trustees may appoint a successor to fill such vacancy. The right of the AIMF ATST Board to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Aim Counselor Series Trust), Agreement and Plan of Reorganization (Aim Treasurers Series Funds)

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Delaware Statutory Trust Act provides that shareholders of a Delaware statutory trust shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There is, however, a remote possibility that, under certain circumstances, shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent the courts of another state that does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The AIMF TFIT Declaration provides that shareholders of AIMF TFIT shall not be subject to any personal liability for acts or obligations of AIMF TFIT and that every written agreement, obligation or other undertaking made or issued by AIMF TFIT shall contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the AIMF TFIT Declaration provides for indemnification out of AIMFTFIT's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which AIMF TFIT itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of AIMFTFIT, the possibility of AIMF TFIT being unable to meet its obligations is considered remote, and even if a claim were brought against AIMF TFIT and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IIFI have elected a majority of the directors of IIFI. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IIFI Board (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IIFI Board to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IIFI Plan authorizes IIFI to acquire one share of each class of each New Fund and, as the sole shareholder of AIMF prior to the IIFI Redomestication, to elect the directors of IIFI as the trustees of AIMF. Such trustees serve for the life of AIMF, subject to his or her earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees of AIMF (the "AIMF Board"), a majority of the trustees may appoint a successor to fill such vacancy. The right of the AIMF Board to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Short Term Investments Co /Tx/)

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Under Delaware Statutory Trust Act provides that law, shareholders of a Delaware statutory trust shall be are entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There isHowever, however, there is a remote possibility that, under certain circumstances, that shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent obligations. This might occur if the courts of another state that does not recognize such the limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving such the trust's obligations. The AIMF Declaration of Trust provides that shareholders of AIMF shall the Trust are not be subject to any personal liability for acts or obligations of AIMF and the Trust. The Declaration of Trust requires that every written agreement, obligation or other undertaking made or issued by AIMF shall the Trust contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the AIMF Declaration of Trust provides for indemnification out of AIMFthe trust's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which AIMF the Trust itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of AIMFthe Trust, the possibility of AIMF the Trust being unable to meet its obligations is considered remote, and even . Even if a claim were brought against AIMF the Trust and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IIFI Buyer have elected a majority of the directors of IIFIBuyer. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IIFI Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IIFI Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IIFI Plan authorizes IIFI to acquire one share The shareholders of each class Trust have elected a majority of each New Fund and, as the sole shareholder of AIMF prior to the IIFI Redomestication, to elect the directors of IIFI as the trustees of AIMFTrust. Such trustees serve for the life of AIMFTrust, subject to his or her their earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees of AIMF (the "AIMF Board")Trustees, a majority of the trustees may appoint a successor to fill such vacancy. The right of the AIMF Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Invesco Variable Investment Funds Inc)

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Delaware Statutory Trust Act provides that shareholders of a Delaware statutory trust shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There is, however, a remote possibility that, under certain circumstances, shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent the courts of another state that does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The AIMF STIT Declaration provides that shareholders of AIMF STIT shall not be subject to any personal liability for acts or obligations of AIMF STIT and that every written agreement, obligation or other undertaking made or issued by AIMF STIT shall contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the AIMF STIT Declaration provides for indemnification out of AIMFSTIT's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which AIMF STIT itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of AIMFSTIT, the possibility of AIMF STIT being unable to meet its obligations is considered remote, and even if a claim were brought against AIMF STIT and a court determined that shareholders were 21 personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IIFI have elected a majority of the directors of IIFI. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IIFI Board (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IIFI Board to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IIFI Plan authorizes IIFI to acquire one share of each class of each New Fund and, as the sole shareholder of AIMF prior to the IIFI Redomestication, to elect the directors of IIFI as the trustees of AIMF. Such trustees serve for the life of AIMF, subject to his or her earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees of AIMF (the "AIMF Board"), a majority of the trustees may appoint a successor to fill such vacancy. The right of the AIMF Board to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Short Term Investments Co /Tx/)

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Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Under Delaware Statutory Trust Act provides that law, shareholders of a Delaware statutory trust shall be are entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There isHowever, however, there is a remote possibility that, under certain circumstances, that shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent obligations. This might occur if the courts of another state that does not recognize such the limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving such the trust's obligations. The AIMF Declaration of Trust provides that shareholders of AIMF shall the Trust are not be subject to any personal liability for acts or obligations of AIMF and the Trust. The Declaration of Trust requires that every written agreement, obligation or other undertaking made or issued by AIMF shall the Trust contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the AIMF Declaration of Trust provides for indemnification out of AIMFthe trust's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which AIMF the Trust itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of AIMFthe Trust, the possibility of AIMF the Trust being unable to meet its obligations is considered remote, and even . Even if a claim were brought against AIMF the Trust and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IIFI Company have elected a majority of the directors of IIFICompany. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IIFI Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IIFI Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, The current shareholders of the IIFI Plan authorizes IIFI to acquire one share of each class of each New Fund and, as the sole shareholder of AIMF prior to the IIFI Redomestication, to elect the directors of IIFI as Trust have elected the trustees of AIMFthe Trust. Such trustees serve for the life of AIMFthe Trust, subject to his or her their earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees of AIMF (the "AIMF Board")Trustees, a majority of the trustees may appoint a successor to fill such vacancy. The right of the AIMF Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Aim Variable Insurance Funds)

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Under Delaware Statutory Trust Act provides that law, shareholders of a Delaware statutory trust shall be are entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There isHowever, however, there is a remote possibility that, under certain circumstances, that shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent obligations. This might occur if the courts of another state that does not recognize such the limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving such the trust's obligations. The AIMF Declaration of Trust provides that shareholders of AIMF shall the Trust are not be subject to any personal liability for acts or obligations of AIMF and the Trust. The Declaration of Trust requires that every written agreement, obligation or other undertaking made or issued by AIMF shall the Trust contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the AIMF Declaration of Trust provides for indemnification out of AIMFthe trust's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which AIMF the Trust itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of AIMFthe Trust, the possibility of AIMF the Trust being unable to meet its obligations is considered remote, and even . Even if a claim were brought against AIMF the Trust and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IIFI Company have elected a majority of the directors of IIFICompany. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IIFI Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IIFI Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IIFI Plan authorizes IIFI to acquire one share The shareholders of each class Buyer have elected a majority of each New Fund and, as the sole shareholder of AIMF prior to the IIFI Redomestication, to elect the directors of IIFI as the trustees of AIMFBuyer. Such trustees serve for the life of AIMFBuyer, subject to his or her earlier their xxxxxer death, incapacitation, resignation, retirement xxxxrement or removal (see below). In the case of any vacancy on the Board of Trustees of AIMF (the "AIMF Board")Trustees, a majority of the trustees may appoint a successor to fill such vacancy. The right of the AIMF Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Aim Variable Insurance Funds)

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Delaware Statutory Trust Act provides that shareholders of a Delaware statutory trust shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There is, however, a remote possibility that, under certain circumstances, shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent the courts of another state that does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The AIMF Declaration of Trust provides that shareholders of AIMF the Trust shall not be subject to any personal liability for acts or obligations of AIMF the Trust and that every written agreement, obligation or other undertaking made or issued by AIMF the Trust shall contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the AIMF Declaration of Trust provides for indemnification out of AIMFthe Trust's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which AIMF the Trust itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of AIMFthe Trust, the possibility of AIMF the Trust being unable to meet its obligations is considered remote, and even if a claim were brought against AIMF the Trust and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IIFI Company have elected a majority of the directors of IIFICompany. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IIFI Board of Directors (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IIFI Board of Directors to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IIFI Plan authorizes IIFI to acquire one share The shareholders of each class Buyer have elected a majority of each New Fund and, as the sole shareholder of AIMF prior to the IIFI Redomestication, to elect the directors of IIFI as the trustees of AIMFBuyer. Such trustees serve for the life of AIMFBuyer, subject to his or her earlier their xxxxxer death, incapacitation, resignation, retirement xxxxrement or removal (see below). In the case of any vacancy on the Board of Trustees of AIMF (the "AIMF Board")Trustees, a majority of the trustees may appoint a successor to fill such vacancy. The right of the AIMF Board of Trustees to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Aim Investment Securities Funds)

Liability of Shareholders. Shareholders of a Maryland corporation generally do not have personal liability for the corporation's obligations, except that a shareholder may be liable to the extent that he or she receives any distribution which exceeds the amount which he or she could properly receive under Maryland law or where such liability is necessary to prevent fraud. The Under Delaware Statutory Trust Act provides that law, shareholders of a Delaware statutory trust shall be are entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There isHowever, however, there is a remote possibility that, under certain circumstances, that shareholders of a Delaware statutory trust might be held personally liable for the trust's obligations to the extent obligations. This might occur if the courts of another state that does not recognize such the limited liability granted to shareholders by Delaware law were to apply the laws of such other state to a controversy involving such the trust's obligations. The AIMF Declaration of Trust provides that shareholders of AIMF shall the Trust are not be subject to any personal liability for acts or obligations of AIMF and the Trust. The Declaration of Trust requires that every written agreement, obligation or other undertaking made or issued by AIMF shall the Trust contain a provision to the effect that shareholders are not personally liable thereunder. In addition, the AIMF Declaration of Trust provides for indemnification out of AIMFthe trust's property for any shareholder held personally liable solely by reason of his or her being or having been a shareholder. Therefore, the risk of any shareholder incurring financial loss beyond his or her investment due to shareholder liability is limited to circumstances in which AIMF the Trust itself is unable to meet its obligations and the express disclaimer of shareholder liabilities is determined not to be effective. Given the nature of the assets and operations of AIMFthe Trust, the possibility of AIMF the Trust being unable to meet its obligations is considered remote, and even . Even if a claim were brought against AIMF the Trust and a court determined that shareholders were personally liable, it would likely not impose a material obligation on a shareholder. ELECTION OF DIRECTORS/TRUSTEES; TERMS The shareholders of IIFI have elected a majority of the directors of IIFI. Each director serves until a successor is elected, subject to his or her earlier death, resignation or removal in the manner provided by law (see below). In the case of a vacancy on the IIFI Board (other than a vacancy created by removal by the shareholders), a majority of the directors may appoint a successor to fill such vacancy. The right of the IIFI Board to appoint directors to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act. As set forth above, the IIFI Plan authorizes IIFI to acquire one share of each class of each New Fund and, as the sole shareholder of AIMF prior to the IIFI Redomestication, to elect the directors of IIFI as the trustees of AIMF. Such trustees serve for the life of AIMF, subject to his or her earlier death, incapacitation, resignation, retirement or removal (see below). In the case of any vacancy on the Board of Trustees of AIMF (the "AIMF Board"), a majority of the trustees may appoint a successor to fill such vacancy. The right of the AIMF Board to appoint trustees to fill vacancies without shareholder approval is subject to the provisions of the 1940 Act.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Aim Variable Insurance Funds)

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