REASON FOR THE MERGER Sample Clauses

REASON FOR THE MERGER. By contributing the securities of the Absorbed Fund to the Absorbing SICAV, the Portfolio Management Company is turning the Absorbed Fund into a sub-fund of the SICAV. This transaction aims to give the Fund's unitholders shareholder status which will enable them to vote at general meetings and participate in the governance of the SICAV. Based on these considerations, this contribution agreement has been drawn up under the terms of which the Absorbed Fund is contributing all of its assets and liabilities to the Absorbing SICAV. As consideration, the Absorbing SICAV shall assume all of the liabilities of the Absorbed Fund and shall allocate to it shares issued as consideration for the contribution made, these shares having a value equal to the value of the net assets contributed by the Absorbed Fund.
Sample 1Sample 2Sample 3See All (45)
AutoNDA by SimpleDocs
REASON FOR THE MERGER. This transaction is driven by the desire to offer you a fund with larger assets, potentially allowing you to take better advantage of market opportunities. Based on these considerations, this contribution agreement has been drawn up under the terms of which the Absorbed Fund is contributing all of its assets and liabilities to the Absorbing SICAV. The SICAV will assume all liabilities of the Absorbed Fund and allocate to it shares issued in consideration of the contribution made, with these shares having a value equal to the value of the net assets contributed by the Absorbed Fund. * The fund is not registered in the Netherlands
Sample 1
REASON FOR THE MERGER. This transaction is driven by the desire to offer you a fund with larger assets, potentially allowing you to take better advantage of market opportunities. Based on these considerations, this contribution agreement has been drawn up under the terms of which the Absorbed Fund is contributing all of its assets and liabilities to the Absorbing SICAV. The SICAV will assume all liabilities of the Absorbed Fund and allocate to it shares issued in consideration of the contribution made, with these shares having a value equal to the value of the net assets contributed by the Absorbed Fund. * The fund is not registered in Germany
Sample 1
REASON FOR THE MERGER. This transaction is driven by the desire to offer you a fund with larger assets, potentially allowing you to take better advantage of market opportunities. Based on these considerations, this contribution agreement has been drawn up under the terms of which the Absorbed Fund is contributing all of its assets and liabilities to the Absorbing SICAV. The SICAV will assume all liabilities of the Absorbed Fund and allocate to it shares issued in consideration of the contribution made, with these shares having a value equal to the value of the net assets contributed by the Absorbed Fund. * The fund is not registered in Spain
Sample 1
REASON FOR THE MERGER. This transaction is driven by the desire to offer you a fund with larger assets, potentially allowing you to take better advantage of market opportunities. Based on these considerations, this contribution agreement has been drawn up under the terms of which the Absorbed Fund is contributing all of its assets and liabilities to the Absorbing SICAV. The SICAV will assume all liabilities of the Absorbed Fund and allocate to it shares issued in consideration of the contribution made, with these shares having a value equal to the value of the net assets contributed by the Absorbed Fund. * The fund is not registered in Portugal
Sample 1
REASON FOR THE MERGER. By transferring the securities of the Absorbed Sub-fund to the Absorbing Mutual Fund to be created, the SICAV, in agreement with the Management Company, will convert the Absorbed Sub-fund of the SICAV into a mutual fund. The purpose of this transaction is to give autonomy to the Absorbed Sub-fund, which will no longer be linked to the governance of the SICAV, 'CM-AM SICAV'. The shareholders of the Absorbed Sub-fund will become holders of units in a mutual fund. The mutual fund has co-ownership rights to the fund's assets proportional to the number of units held. Since the mutual fund has no legal personality, only the management company can now act on behalf of the unitholders of the UCITS and defend their exclusive interest. As a result of this transaction, the subscribers of the Absorbed Sub-fund will lose their status of shareholders, which allowed them to vote at the general meetings and to participate in the governance of the SICAV. On the basis of these considerations, this Contribution Agreement has been established pursuant to which the SICAV transfers all of the assets and liabilities of the Absorbed Sub-fund to the Absorbing Mutual Fund. This transaction will lead to a reduction of the share capital of the SICAV, the net assets of the SICAV being reduced by the net assets of the Absorbed Sub-fund, without causing its dissolution. The SICAV retains assets in other sub-funds that are still active. In consideration, the Absorbing Mutual Fund will bear all the liabilities of the Absorbed Sub-fund of the SICAV and will allocate to it units issued in exchange for the contribution made, such units having a value equal to the value of the net assets contributed by the Absorbed Sub-fund of the SICAV.
Sample 1
REASON FOR THE MERGER. This transaction is driven by the desire to offer you a fund with larger assets, potentially allowing you to take better advantage of market opportunities. Based on these considerations, this contribution agreement has been drawn up under the terms of which the Absorbed Fund is contributing all of its assets and liabilities to the Absorbing SICAV. The SICAV will assume all liabilities of the Absorbed Fund and allocate to it shares issued in consideration of the contribution made, with these shares having a value equal to the value of the net assets contributed by the Absorbed Fund. * The fund is not registered in Austria
Sample 1
AutoNDA by SimpleDocs
REASON FOR THE MERGER. This transaction is driven by the desire to offer you a fund with larger assets, potentially allowing you to take better advantage of market opportunities. Based on these considerations, this contribution agreement has been drawn up under the terms of which the Absorbed Fund is contributing all of its assets and liabilities to the Absorbing SICAV. The SICAV will assume all liabilities of the Absorbed Fund and allocate to it shares issued in consideration of the contribution made, with these shares having a value equal to the value of the net assets contributed by the Absorbed Fund. * The fund is not registered in Ireland
Sample 1

Related to REASON FOR THE MERGER

  • Reason for Layoff Layoffs shall occur due to lack of work or lack of funds.

  • Non-Merger Except as otherwise provided in this Agreement, the covenants, representations and warranties set out in this Agreement do not merge but survive Closing and, notwithstanding such Closing or any investigation by or on behalf of a Party, continue in full force and effect. Closing does not prejudice any right of one Party against another Party in respect of any remedy in connection with anything done or omitted to be done under this Agreement.

  • REASON FOR AGREEMENT This Agreement is created due to the Couple contemplating marriage with one another. If such marriage should become in effect, this Agreement shall be considered in a legally binding contract in accordance with Governing Law to the benefit of the Couple.

  • Effects of the Merger The Merger shall have the effects set forth in Section 259 of the DGCL.

  • The Merger On the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL (including Section 251(h) of the DGCL), Merger Sub shall be merged with and into the Company at the Effective Time. At the Effective Time, the separate corporate existence of Merger Sub shall cease and the Company shall continue as the surviving corporation (the “Surviving Corporation”).

  • Redemption for tax reasons The Issuer may redeem the Notes in whole, but not in part, at any time at their Early Redemption Amount, together, if appropriate, with accrued but unpaid interest to (but excluding) the date fixed for redemption under this Condition 6(b), if the Issuer shall determine that as a result of any change in, or amendment to, the laws (or any regulations or rulings promulgated thereunder) of the jurisdiction in which the Issuer is incorporated or any political subdivision or any authority thereof or therein having power to tax, or any change in the application or official interpretation of such laws, regulations or rulings, which change or amendment becomes effective on or after the Issue Date of the Notes, the Issuer would be required to pay Additional Amounts, as provided in Condition 7, on the occasion of the next payment due in respect of the Notes. Notice of intention to redeem Notes will be given at least once in accordance with Condition 16 not less than 30 days nor more than 60 days prior to the date fixed for redemption under this Condition 6(b), provided that no such notice of redemption shall be given earlier than 90 days prior to the effective date of such change or amendment and that at the time notice of such redemption is given, such obligation to pay such Additional Amounts remains in effect. From and after any redemption date, if moneys for redemption of Notes shall have been made available for redemption on such redemption date, such Notes shall cease to bear interest, if applicable, and the only right of the holders of such Notes and any Coupons appertaining thereto shall be to receive payment of the Early Redemption Amount and, if appropriate, all unpaid interest accrued to (but excluding) such redemption date.

  • Termination for Cause and Convenience As detailed within Clause No. 3 of, Form HUD-5370-C, General Conditions for Non- Construction Contracts, Section I—(Within or without Maintenance Work).

  • Termination for fault 19.3.1 The Commonwealth may terminate this Agreement by notice where the Grantee has:

Time is Money Join Law Insider Premium to draft better contracts faster.