Plan of Reorganization and Liquidation Sample Clauses

Plan of Reorganization and Liquidation. (a) The Crabbe Huson Trust, on behalf of the Crabbe Huson Fund, shall assign, sell, convey, transfer and deliver to the New Crabbe Huson Fund at the closing provided for in Section 2 (hereinafter called the "Closing") all of the then existing assets of the Crabbe Huson Fund of every kind and nature. In consideration therefor, the Colonial Trust, on behalf of the New Crabbe Huson Fund, shall at the Closing (i) assume all of the Crabbe Huson Fund's liabilities then existing, whether absolute, accrued, contingent or otherwise, and (ii) deliver to the Crabbe Huson Fund (A) a number of full and fractional Class A New Crabbe Huson Fund Shares (as defined in Paragraph 3(i) below) equal to the number of full and fractional Primary Class shares of the Crabbe Huson Fund ("Retail Crabbe Huson Fund Shares") then outstanding which are held by holders of Retail Crabbe Huson Fund Shares ("Retail Crabbe Huson Fund Shareholders"), and (B) a number of full and fractional Class I New Crabbe Huson Fund Shares (as defined in paragraph 3(i) below) equal to the number of full and fractional Institutional Class shares of the Crabbe Huson Fund ("Institutional Crabbe Huson Fund Shares") then outstanding which are held by holders of Institutional Crabbe Huson Fund Shares ("Institutional Crabbe Huson Fund Shareholders") other than the Retail Crabbe Huson Fund Shareholders. The respective numbers of Retail Crabbe Huson Fund Shares and Institutional Crabbe Huson Fund Shares issued and outstanding and the respective numbers of Class A and Class I New Crabbe Huson Fund Shares to be issued to the Crabbe Huson Fund shall be determined by the transfer agent of the Crabbe Huson Fund (the "Transfer Agent"), as of the close of business on the New York Stock Exchange on the Closing Date (as defined in Section 2 hereof). The determination of the Transfer Agent shall be conclusive and binding on the Crabbe Huson Fund, the New Crabbe Huson Fund and their respective shareholders. (b) Upon consummation of the transactions described in paragraph (a) of this Section 1, the Crabbe Huson Trust, on behalf of the Crabbe Huson Fund, shall distribute, in complete liquidation of the Crabbe Huson Fund, (A) pro rata to the Retail Crabbe Huson Fund Shareholders of record as of the Closing Date the Class A New Crabbe Huson Fund Shares received by the Crabbe Huson Fund, and (B) pro rata to the Institutional Crabbe Huson Fund Shareholders of record as of the Closing Date the Class I New Crabbe Huson Fund Shares re...
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Plan of Reorganization and Liquidation. (a) The Acquired Fund shall assign, sell, convey, transfer and deliver to the Acquiring Fund at the Closing provided for in Section 2 (the "Closing") all of its then existing assets of every kind and nature. In consideration therefor, the Acquiring Fund agrees that at the Closing (i) the Acquiring Fund shall assume all of the Acquired Fund's obligations and liabilities then existing, whether absolute, accrued, contingent or otherwise, including all unpaid fees and expenses of the Acquired Fund in connection with the transactions contemplated hereby and (ii) the Acquiring Fund shall issue and deliver to the Acquired full and fractional shares of beneficial interest of the Acquiring Fund (the "Acquiring Fund Shares") that have an aggregate net asset value equal to the value of the assets transferred to the Acquiring Fund by the Acquired Fund, less the liabilities of Acquired Fund assumed by Acquiring Fund. (b) Upon consummation of the transactions described in paragraph (a) of this Section 1, the Acquired Fund shall distribute in complete liquidation pro rata to its shareholders of record as of the Closing Date the Acquiring Fund Shares received by the Acquired Fund. This distribution shall be accomplished by establishing an account on the share record books of the Acquiring Fund in the name of each shareholder an amount of full and fractional Acquiring Fund Shares equal to the amount of shares of the Acquired Fund owned of record by the shareholder at the Closing Date. (c) As promptly as practicable after the above liquidation of the Acquired Fund, the legal existence of the Acquired Fund shall be terminated.
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Plan of Reorganization and Liquidation. (a) At the Closing each Liquidating Corporation will convey, transfer and deliver to the Surviving Corporation all of its then existing assets. In consideration thereof, the Surviving Corporation will at the Closing (i) assume all of each Liquidating Corporation's obligations and liabilities then existing, whether absolute, accrued, contingent or otherwise, including without limitation, all fees and expenses in connection with the transactions contemplated hereby, and (ii) deliver to each Liquidating Corporation a number of full and fractional shares of the appropriate series of Surviving Corporation equal to the number of each Liquidating Corporation's full and fractional shares then outstanding. (b) Upon consummation of the transactions described in paragraph (a) of this Section 1, each Liquidating Corporation will liquidate and the shares of the Surviving Corporation received by each Liquidating Corporation will be distributed to its shareholders of record as of the Closing Date, each shareholder to receive a number of shares equal to the number of share then held by such shareholder. Such liquidation and distribution will be accompanied by the establishment of an open account on the share records of the Surviving Corporation in the name of each shareholder of each Liquidating Corporation and representing the respective pro rata number of shares of the Surviving Corporation due such shareholder. (c) As soon as practicable after the Closing Date, each Liquidating Corporation will take, in accordance with the Maryland General Corporation Law, all steps as shall be necessary and proper to effect a complete dissolution. (d) Prior to the Closing and after each Liquidating Corporation has taken the actions authorized pursuant to Section 3(e) hereof, the shares of the Surviving Corporation heretofore held by each Liquidating Corporation will be redeemed and canceled by the Surviving Corporation.
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Plan of Reorganization and Liquidation. (i) Income Builder agrees to and will grant, bargain, sell, convey, assign, transfer and deliver to Balanced Shares at the closing provided for in Section 2(b) (the "Closing") all of the assets, rights, claims and businesses of every kind, character and description (whether tangible or intangible, whether real, personal or mixed, whether absolute, accrued, contingent or otherwise, whether or not determinable at the time of the Closing, and wherever located) of Income Builder to the extent they exist on or after the Closing. In consideration thereof, at the Closing, Balanced Shares agrees to and will (A) assume and pay, to the extent that they exist on the Closing, all liabilities of Income Builder and (B) deliver to Income Builder the number of full and fractional Class A shares, Class B shares, Class C shares and Advisor Class share of Balanced Shares, par value $.01 per share (the "Balanced Shares shares"), equal to the number of full and fractional Class A shares, Class B shares, Class C shares and Advisor Class shares of Income Builder, par value $.001 per share (the "Income Builder shares"), determined by multiplying the number of Income Builder shares of that class by the exchange ratio as computed as set forth below, the product of such multiplication to be carried to the third decimal place. For purposes of this section, Class A, Class B, Class C and Advisor Class Income Builder shares will correspond to Class A, Class B, Class C and Advisor Class shares, respectively, of Balanced Shares. The exchange ratio for each class of Income Builder shares shall be the number determined by dividing the net asset value per share of that class of Income Builder shares by the net asset value per share of the corresponding class of the Balanced Shares shares. In each case such net asset values are to be determined on a consistent basis by the appropriate officers of Income Builder or Balanced Shares, as the case may be, as of the close of regular trading on the New York Stock Exchange, Inc. (the "Exchange") next preceding the Closing. The exchange ratio shall be carried to the fourth decimal place. (ii) At the Closing, Income Builder will liquidate and distribute pro rata to the holders of record of each class of Income Builder shares as of the Closing the Balanced Shares shares of the corresponding class received by Income Builder pursuant to this Section 2(a). Such liquidation and distribution will be accompanied by the establishment of an open account on the ...
Sample 1
Plan of Reorganization and Liquidation. (a) The Trust, on behalf of the Trust Portfolio, shall assign, sell, convey, transfer and deliver to the TEP at the closing provided for in Section 2 (hereinafter called the "Closing") all of the then existing assets of the Trust Portfolio of every kind and nature. In consideration therefor, the TEP shall at the Closing (i) assume all of the Trust Portfolio's obligations and liabilities then existing, whether absolute, accrued, contingent or otherwise, including without limitation all fees and expenses in connection with the transactions contemplated hereby and (ii) deliver to the Trust Portfolio a number of full and fractional TEP Units equal to the number of full and fractional units of the Trust Portfolio then outstanding. The number of units of the Trust Portfolio issued and outstanding and the number of TEP Units to be issued to the Trust Portfolio shall in each case be determined by the Custodian to both the Trust and TBF as of 3:30 p.m., Chicago time, on the Closing Date (as defined in Section 2). The determination of said Custodian shall be conclusive and binding on the Trust Portfolio, the TEP and their respective unitholders. (b) Upon consummation of the transactions described in paragraph (a) of this Section 1, the Trust Portfolio shall distribute in complete liquidation pro rata to its unitholders of record as of the Closing Date the TEP Units received by the Trust Portfolio. Such distribution shall be accomplished by the establishment of an open account on the unit records of the TEP in the name of each unitholder of the Trust Portfolio representing a number of TEP Units equal to the number of units of the Trust Portfolio owned of record by the unitholder at the Closing Date. Certificates for units of the Trust Portfolio issued prior to the reorganization, if any, shall represent outstanding units of the TEP following the reorganization. In the interest of economy and convenience, certificates representing the TEP will not be physically issued. (c) As promptly as practicable after the Closing Date, the Trust Portfolio and the Trust shall be terminated pursuant to the provisions of the laws of the Commonwealth of Massachusetts and the Trust's Agreement and Declaration of Trust and an application prepared, executed and filed with the Securities and Exchange Commission (the "SEC") seeking, and the Trust shall use its best efforts to obtain, an SEC order declaring that the Trust has ceased to be a registered investment company. After the Closing D...
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Plan of Reorganization and Liquidation. (i) World Income agrees to and will grant, bargain, sell, convey, assign, transfer and deliver to Multi-Market Strategy at the closing provided for in Section 2(b) (the "Closing") all of the assets, rights, claims and businesses of every kind, character and description (whether tangible or intangible, whether real, personal or mixed, whether absolute, accrued, contingent or otherwise, whether or not determinable at the time of the Closing, and wherever
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Plan of Reorganization and Liquidation. (a) The Trust shall transfer and deliver to the Fund at the closing provided for in Section 2 (Closing) all of its then existing assets of every kind and nature. The Fund shall at the Closing assume all of the Trust's obligations and liabilities. (b) At the Closing the Fund will issue to the Trust a number of shares of the Fund equal to the number of Trust shares then outstanding. Such Fund shares will be distributed pro rata to shareholders of the Trust in complete liquidation. Open account share records and certificates for shares of the Trust issued prior to the reorganization shall represent outstanding shares of the Fund following the reorganization. Certificates representing Fund Shares will be issued only if the shareholder so requests and surrenders any outstanding certificates for Trust shares. (c) As promptly as practicable after the liquidation of the Trust, the Trust's legal existence shall be terminated.
Sample 1
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Plan of Reorganization and Liquidation. Prior to the Closing, Buyer and Seller shall adopt, and Seller shall commence and take all actions, in a timely manner, set forth in, the Plan of Reorganization and Liquidation attached hereto as Exhibit D (the “Plan of Reorganization”).
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Plan of Reorganization and Liquidation 
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Related to Plan of Reorganization and Liquidation

  • Plan of Reorganization This Agreement is intended to constitute a “plan of reorganization” within the meaning of Treasury Regulation Section 1.368-2(g). Each party hereto shall use its commercially reasonable efforts to cause the Merger to qualify, and will not knowingly take any actions or cause any actions to be taken which could reasonably be expected to prevent the Merger from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.

  • DISSOLUTION, LIQUIDATION AND MERGER 49 Section 9.1. Dissolution upon Expiration Date......................................................49 Section 9.2.

  • Dissolution and Liquidation (Check One)

  • Termination and Liquidation Section 9.01.

  • Termination Liquidation and Merger 51 SECTION 9.1. Dissolution Upon Expiration Date....................................................51 SECTION 9.2.

  • Acquisition/Liquidation Procedure The Company agrees: (i) that, prior to the consummation of any Business Combination, it will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and (ii) that, in the event that the Company does not effect a Business Combination within 18 months from the consummation of this Offering (subject to extension for an additional six-month period, as described in the Prospectus), the Company will be liquidated and will distribute to all holders of IPO Shares (defined below) an aggregate sum equal to the Company's "Liquidation Value." With respect to the Business Combination Vote, the Company shall cause all of the Initial Stockholders to vote the shares of Common Stock owned by them immediately prior to this Offering in accordance with the vote of the holders of a majority of the IPO Shares. At the time the Company seeks approval of any potential Business Combination, the Company will offer each of holders of the Company's Common Stock issued in this Offering ("IPO Shares") the right to convert their IPO Shares at a per share price equal to the amount in the Trust Fund (inclusive of any interest income therein) on the record date ("Conversion Price") for determination of stockholders entitled to vote upon the proposal to approve such Business Combination ("Record Date") divided by the total number of IPO Shares. The Company's "Liquidation Value" shall mean the Company's book value, as determined by the Company and audited by BDO. In no event, however, will the Company's Liquidation Value be less than the Trust Fund, inclusive of any net interest income thereon. If holders of less than 20% in interest of the Company's IPO Shares vote against such approval of a Business Combination, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of any potential Business Combination, the Company will not proceed with such Business Combination and will not convert such shares.

  • Winding Up and Liquidation (a) Upon the dissolution of the Company, its affairs shall be wound up as soon as practicable thereafter by the Member. Except as otherwise provided in Section 6.2(c), in winding up the Company and liquidating the assets thereof, the Managers, or other person so designated for such purpose, may arrange for the collection and disbursement to the Member of any future receipts from the Company property or other sums to which the Company may be entitled, or may sell the Company’s interest in the Company property to any person, including persons related to the Member, on such terms and for such consideration as shall be consistent with obtaining the fair market value thereof. (b) Upon the dissolution of the Company the assets, if any, of the Company available for distribution and any net proceeds from the liquidation of any such assets, shall be applied and distributed in the following manner or order, to the extent available: (i) To the payment of or provision for all debts, liabilities, and obligations of the Company to any person, and the expenses of liquidation; and (ii) to the Member in accordance with its Interest. (c) Upon dissolution, a reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to minimize the losses normally attendant to a liquidation.

  • Dissolution Liquidation and Termination 26 Section 13.1 Dissolution............................................ 26 Section 13.2

  • Dissolution Liquidation and Termination of the Company Section 8.1 Events Causing Dissolution. -------------------------- The Company shall dissolve upon and its affairs shall be wound up after the happening of any of the following events: 8.1.1 the Consent of all of the Members; 8.1.2 the sale or other disposition by the Company of all or substantially all of its assets; or 8.1.3 the entry of a decree of judicial dissolution under Section 18-802 of the Act.

  • Dissolution; Liquidation (a) The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (i) the written consent of the Member or (ii) any other event or circumstance giving rise to the dissolution of the Company under Section 18-801 of the Act, unless the Company’s existence is continued pursuant to the Act. (b) Upon dissolution of the Company, the Company shall immediately commence to wind up its affairs and the Member shall promptly liquidate the business of the Company. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue. (c) In the event of dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied as follows: (i) first, to creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the Company (whether by payment or the making of reasonable provision for payment thereof); and (ii) thereafter, to the Member. (d) Upon the completion of the winding up of the Company, the Member shall file a Certificate of Cancellation in accordance with the Act.

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