LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible, but no later than six (6) months after the Closing Date (the “Liquidation Date”): (a) the Selling Fund will distribute in complete liquidation of the Selling Fund, to its shareholders of record determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “Selling Fund Shareholders”), all of the Acquiring Fund Shares received by the Selling Fund pursuant to Section 1.1; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders, as determined in accordance with Section 2.3 below. The Acquiring Fund shall have no obligation under this Agreement to inquire as to the validity, propriety or correctness of such records, and shall assume that such records are valid, proper and correct. All issued and outstanding shares of the Selling Fund will simultaneously be redeemed by the Selling Trust and canceled on its books. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.
Appears in 2 contracts
Samples: Reorganization Agreement (Financial Investors Trust), Agreement and Plan of Reorganization (Financial Investors Trust)
LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possibleconveniently practicable, but in no event later than six (6) 12 months after the Closing Date (the “"Liquidation Date”"): (a) the Selling Fund will distribute in complete liquidation of the Selling Fund, pro rata to its shareholders of record record, determined as of the close of business on the Valuation Date (as defined in Section paragraph 2.1) (the “"Selling Fund Shareholders”"), all of the Acquiring Fund Shares received by the Selling Fund pursuant to Section paragraph 1.1; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 paragraph 1.9 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Fund Shareholders, Shareholders and representing the respective pro rata number of Acquiring Fund Shares due such shareholders, as determined in accordance with Section 2.3 below. The Acquiring Fund shall have no obligation under this Agreement to inquire as to assume the validityshare records received from the Selling Fund are valid, propriety or correctness of such records, current and shall assume accurate and that such records transfers to shareholders are valid, proper and correct. All issued and outstanding shares of the Selling Fund will simultaneously be redeemed by canceled on the books of the Selling Trust and canceled on its booksFund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Janus Investment Fund), Agreement and Plan of Reorganization (Janus Investment Fund)
LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possiblepracticable, but no later than six (6) months after the Closing Date (the “Liquidation Date”): (a) the Selling Fund will distribute in complete liquidation of the Selling Fund, to its shareholders of record determined as of the close of business on the Valuation Date Time (as defined in Section 2.1) (the “Selling Fund Shareholders”), all of the Acquiring Fund Shares of the Acquiring Fund received by the Selling Fund pursuant to Section 1.1; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders, as determined in accordance with Section 2.3 below. The Acquiring Fund shall have no obligation under this Agreement to inquire as to the validity, propriety or correctness of such records, and but shall assume that such records are transaction is valid, proper and correct. All issued and outstanding shares of the Selling Fund will simultaneously be redeemed by the Selling Trust and canceled on its books. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Meridian Fund Inc), Agreement and Plan of Reorganization (Meridian Fund Inc)
LIQUIDATION AND DISTRIBUTION. On or as soon after the its Closing Date as is possible, but no later than six (6) months after the Closing Date conveniently practicable (the “"Liquidation Date”"): (a) the each Selling Fund will distribute in complete liquidation of the Selling Fund, pro rata to its shareholders of record record, determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “"Selling Fund Shareholders”"), all of the Acquiring Fund Shares received by the Selling Fund pursuant to Section paragraph 1.1; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section paragraph 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders, as determined in accordance with Section 2.3 below. The Acquiring Fund shall have no obligation under this Agreement to inquire as to the validity, propriety or correctness of such records, and shall assume that such records are valid, proper and correct. All issued and outstanding shares of the Selling Fund will simultaneously be redeemed by canceled on the books of the Selling Trust and canceled on its booksFund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer. Each Selling Fund Shareholder shall have the right to receive any unpaid dividends or other distributions that were declared by the Selling Fund before the Effective Time with respect to Selling Fund shares that are held of record by a Selling Fund Shareholder at the Effective Time on the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sti Classic Funds)
LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possibleconveniently practicable, but in no event later than six (6) 12 months after the Closing Date (the “"Liquidation Date”"): (a) the Selling Fund will distribute in complete liquidation of the Selling Fund, to its shareholders of record record, determined as of the close of business on the Valuation Date (as defined in Section paragraph 2.1) (the “"Selling Fund Shareholders”"), all of the Acquiring Fund Shares received by the Selling Fund pursuant to Section 1.1paragraph 1.1 in accordance with paragraph 1.7; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 paragraph 1.10 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Fund Shareholders, Shareholders and representing the respective pro rata number of Acquiring Fund Shares due such shareholders, as determined in accordance with Section 2.3 belowparagraph 1.7. The Acquiring Fund shall have no obligation under this Agreement to inquire as to assume the validityshare records received from the Selling Fund are valid, propriety or correctness of such records, current and shall assume accurate and that such records transfers to shareholders are valid, proper and correct. All issued and outstanding shares of the Selling Fund will simultaneously be redeemed by canceled on the books of the Selling Trust and canceled on its booksFund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Janus Adviser Series)