Common use of Registration of Acquiring Fund Shares Clause in Contracts

Registration of Acquiring Fund Shares. (a) On the date hereof, the shares of beneficial interest of JHVST are divided into 31 portfolios, including the Acquiring and the Acquired Funds. Under its Declaration of Trust, JHVST is authorized to issue an unlimited number of Shares and, from time to time, combine Shares without thereby changing the proportionate beneficial interests in JHVST. (b) The Acquiring Fund Shares to be issued pursuant to Section 2.6 will on the Closing Date be duly registered under the Securities Act by a Registration Statement on Form N-14 of JHVST then in effect. (c) The Acquiring Fund Shares to be issued pursuant to Section 2.6 are duly authorized and on the Closing Date will be validly issued and fully paid and non-assessable and will conform to the description thereof contained in the Registration Statement on Form N-14 then in effect. (d) The combined proxy statement/prospectus (the "Combined Proxy Statement/Prospectus") forming a part of JHVST's Registration Statement on Form N-14 shall be furnished to Acquired Fund Shareholders entitled to vote at any Acquired Fund Shareholders Meeting. The Combined Proxy Statement/Prospectus and related Statement of Additional Information of each Acquiring Fund, when they become effective, shall conform to the applicable requirements of the Securities Act and the Investment Company Act and shall not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Hancock John Variable Series Trust I), Agreement and Plan of Reorganization (Hancock John Variable Series Trust I)

AutoNDA by SimpleDocs

Registration of Acquiring Fund Shares. (a) On the date hereof, the shares of beneficial interest of JHVST are divided into 31 33 portfolios, including the Acquiring and the Acquired Funds. Under its Declaration of Trust, JHVST is authorized to issue an unlimited number of Shares and, from time to time, combine Shares without thereby changing the proportionate beneficial interests in JHVST. (b) The Acquiring Fund Shares to be issued pursuant to Section 2.6 will on the Closing Date be duly registered under the Securities Act by a Registration Statement on Form N-14 of JHVST then in effect. (c) The Acquiring Fund Shares to be issued pursuant to Section 2.6 are duly authorized and on the Closing Date will be validly issued and fully paid and non-assessable and will conform to the description thereof contained in the Registration Statement on Form N-14 then in effect. (d) The combined proxy statement/prospectus (the "Combined Proxy Statement/Prospectus") forming a part of JHVST's Registration Statement on Form N-14 shall be furnished to Acquired Fund Shareholders entitled to vote at any Acquired Fund Shareholders Meeting. The Combined Proxy Statement/Prospectus and related Statement of Additional Information of each the Acquiring Fund, when they become effective, shall conform to the applicable requirements of the Securities Act and the Investment Company Act and shall not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Hancock John Variable Series Trust I)

Registration of Acquiring Fund Shares. (a) On the date hereof, the shares of beneficial interest of JHVST are divided into 31 33 portfolios, including the Acquiring and the Acquired FundsFund. Under its Declaration of Trust, JHVST is authorized to issue an unlimited number of Shares and, from time to time, combine Shares without thereby changing the proportionate beneficial interests in JHVST. (b) The Acquiring Fund Shares to be issued pursuant to Section 2.6 will shall on the Closing Date be duly registered under the Securities Act by a Registration Statement on Form N-14 of JHVST then in effect. (c) The Acquiring Fund Shares to be issued pursuant to Section 2.6 are duly authorized and on the Closing Date will be validly issued and fully paid and non-assessable and will conform to the description thereof contained in the Registration Statement on Form N-14 then in effect. (d) The combined proxy statement/prospectus (the "Combined Proxy Statement/Prospectus") forming which forms a part of JHVST's Registration Statement on Form N-14 shall be furnished to the Acquired Fund Shareholders entitled to vote at any the Acquired Fund Shareholders Meeting. The Combined Proxy Statement/Prospectus and related Statement of Additional Information of each the Acquiring Fund, when they become effective, shall conform to the applicable requirements of the Securities Act and the Investment Company Act and shall not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Hancock John Variable Series Trust I)

Registration of Acquiring Fund Shares. (a) On the date hereof, the shares of beneficial interest of JHVST are divided into 31 28 portfolios, including the Acquiring and the Acquired Funds. Under its Declaration of Trust, JHVST is authorized to issue an unlimited number of Shares and, from time to time, combine Shares without thereby changing the proportionate beneficial interests in JHVST. (b) The Acquiring Fund Shares to be issued pursuant to Section 2.6 will on the Closing Date be duly registered under the Securities Act by a Registration Statement on Form N-14 of JHVST then in effect. (c) The Acquiring Fund Shares to be issued pursuant to Section 2.6 are duly authorized and on the Closing Date will be validly issued and fully paid and non-assessable and will conform to the description thereof contained in the Registration Statement on Form N-14 then in effect. (d) The combined proxy statement/prospectus (the "Combined Proxy Statement/Prospectus") forming a part of JHVST's Registration Statement on Form N-14 shall be furnished to Acquired Fund Shareholders entitled to vote at any Acquired Fund Shareholders Meeting. The Combined Proxy Statement/Prospectus and related Statement of Additional Information of each the Acquiring Fund, when they become effective, shall conform to the applicable requirements of the Securities Act and the Investment Company Act and shall not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Hancock John Variable Series Trust I)

AutoNDA by SimpleDocs

Registration of Acquiring Fund Shares. (a) On the date hereof, the The shares of beneficial interest of JHVST in AGS are divided into 31 six portfolios, including the Acquiring Fund. The Acquiring Fund currently has three classes of shares, Class A shares, Class B shares and the Acquired FundsClass C shares. Under its Agreement and Declaration of Trust, JHVST AGS is authorized to issue an unlimited number of Shares and, from time to time, combine Shares without thereby changing shares of the proportionate beneficial interests in JHVSTAcquiring Fund. (b) The Acquiring Fund Shares to be issued pursuant to Section 2.6 will shall on the Closing Date be duly registered under the Securities Act by a Registration Statement on Form N-14 of JHVST AGS then in effect. (c) The Acquiring Fund Shares to be issued pursuant to Section 2.6 are duly authorized and on the Closing Date will be validly issued and fully paid and non-assessable and will conform to the description thereof contained in the Registration Statement on Form N-14 then in effect. At the time of its Reorganization, the Acquiring Fund shall not have outstanding any warrants, options, convertible securities or any other type of right pursuant to which any Person could acquire Acquiring Fund Class A Shares, Acquiring Fund Class B Shares, or Acquiring Fund Class C Shares, except for the right of investors to acquire Acquiring Fund Class A Shares, Acquiring Fund Class B Shares, or Acquiring Fund Class C Shares at net asset value in the normal course of its business as a series of an open-end management investment company operating under the Investment Company Act. (d) The combined proxy statement/prospectus (the "Combined Proxy Statement/Prospectus") forming which forms a part of JHVSTAGS's Registration Statement on Form N-14 shall be furnished to AAF and the Acquired I-10 Fund Shareholders entitled to vote at any the Acquired Fund Shareholders Meeting. The Combined Proxy Statement/Prospectus and related Statement of Additional Information of each the Acquiring Fund, when they become effective, shall conform to the applicable requirements of the Securities Act and the Investment Company Act and shall not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not materially misleading, provided, however, that no representation or warranty is made with respect to written information provided by AAF for inclusion in the Combined Proxy Statement/ Prospectus. (e) The shares of the Acquiring Fund which have been or are being offered for sale (other than the Acquiring Fund Shares to be issued in connection with the Reorganization) have been duly registered under the Securities Act by the AGS Registration Statement and have been duly registered, qualified or are exempt from registration or qualification under the securities laws of each state or other jurisdiction in which such shares have been or are being offered for sale, and no action has been taken by AGS to revoke or rescind any such registration or qualification.

Appears in 1 contract

Samples: Plan of Reorganization (Aim Advisor Funds Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!