Common use of Registration of Portfolio Shares Clause in Contracts

Registration of Portfolio Shares. (a) The authorized capital stock of AIM Equity consists of 7,000,000,000 shares with a par value of $0.001 each. (b) The Portfolio Shares of AIM Equity to be issued pursuant to Section 2.7 shall on the Closing Date be duly registered under the Securities Act by a Registration Statement on Form N-14 of AIM Equity then in effect. (c) The Portfolio Shares to be issued pursuant to Section 2.7 are duly authorized and on the Closing Date will be validly issued and fully paid and non-assessable and will conform in all substantial respects to the description thereof contained in the Registration Statement on Form N-14 then in effect. At the time of the Reorganization, the Portfolio shall not have outstanding any warrants, options, convertible securities or any other type of right pursuant to which any Person could acquire Portfolio Shares, except for the right of investors to acquire Portfolio Shares at the public offering price in the normal course of its business as an open-end diversified management investment company operating under the Investment Company Act. (d) The combined proxy statement/prospectus (the "Combined Proxy Statement/Prospectus") which forms a part of AIM Equity's Registration Statement on Form N-14 shall be furnished to Bairx Xxxital Development and BCD Shareholders entitled to vote at the BCD Shareholders Meeting. The Combined Proxy Statement/Prospectus and related Statement of Additional Information of the Portfolio, when they become effective, shall conform in all material respects 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 Bairx Xxxital Development for inclusion in the Combined Prospectus/Proxy Statement. (e) The Portfolio Shares which AIM Equity intends to offer for sale to the public after the Closing Date shall be duly registered under the Securities Act by the AEF Registration Statement then in effect.

Appears in 1 contract

Samples: Plan of Reorganization (Aim Equity Funds Inc)

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Registration of Portfolio Shares. (a) The authorized capital stock of AIM Equity consists of 7,000,000,000 shares with a par value of $0.001 each. (b) The Portfolio Shares of AIM Equity to be issued pursuant to Section 2.7 shall on the Closing Date be duly registered under the Securities ----------- Act by a Registration Statement on Form N-14 of AIM Equity then in effect. (c) The Portfolio Shares to be issued pursuant to Section 2.7 are ----------- duly authorized and on the Closing Date will be validly issued and fully paid and non-assessable and will conform in all substantial respects to the description thereof contained in the Registration Statement on Form N-14 then in effect. At the time of the Reorganization, the Portfolio shall not have outstanding any warrants, options, convertible securities or any other type of right pursuant to which any Person could acquire Portfolio Shares, except for the right of investors to acquire Portfolio Shares at the public offering price in the normal course of its business as an open-end diversified management investment company operating under the Investment Company Act. (d) The combined proxy statement/prospectus (the "Combined Proxy Statement/Prospectus") which forms a part of AIM Equity's Registration Statement on Form N-14 shall be furnished to Bairx Xxxital Development Xxxxx Blue Chip and BCD BBC Shareholders entitled to vote at the BCD BBC Shareholders Meeting. The Combined Proxy Statement/Prospectus and related Statement of Additional Information of the Portfolio, when they become effective, shall conform in all material respects 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 Bairx Xxxital Development Xxxxx Blue Chip for inclusion in the Combined Prospectus/Proxy Statement. (e) The Portfolio Shares which AIM Equity intends to offer for sale to the public after the Closing Date shall be duly registered under the Securities Act by the AEF Registration Statement then in effect.

Appears in 1 contract

Samples: Plan of Reorganization (Baird Blue Chip Fund Inc)

Registration of Portfolio Shares. (a) The shares of beneficial interest of AFG are divided into nine portfolios, including the Portfolio. The Portfolio has two classes of shares, Class A Shares and Class B Shares. Under the Delaware Business Trust Act and its Agreement and Declaration of Trust, as amended, AFG is authorized capital stock to issue an unlimited number of AIM Equity consists shares of 7,000,000,000 shares with a par value any class representing an investment in each of $0.001 eachits portfolios, including the Portfolio. (b) The Portfolio Shares of AIM Equity AFG to be issued pursuant to Section 2.7 ----------- shall on the Closing Date be duly registered under the Securities Act by a Registration Statement on Form N-14 of AIM Equity AFG then in effect. (c) The Portfolio Shares to be issued pursuant to Section 2.7 are ----------- duly authorized and on the Closing Date will be validly issued and fully paid and non-assessable and will conform in all substantial respects to the description thereof contained in the Registration Statement on Form N-14 then in effect. At the time of the Reorganization, the Portfolio shall not have outstanding any warrants, options, convertible securities or any other type of right pursuant to which any Person could acquire Portfolio Shares, except for the right of investors to acquire Portfolio Shares at the public offering price net asset value in the normal course of its business as an open-end ended diversified management investment company operating under the Investment Company Act. (d) The combined proxy statement/prospectus (the "Combined Proxy Statement/Prospectus") which forms a part of AIM EquityAFG's Registration Statement on Form N-14 shall be furnished to Bairx Xxxital Development TBFI and BCD BQB Shareholders entitled to vote at the BCD BQB Shareholders Meeting. The Combined Proxy Statement/Prospectus and related Statement of Additional Information of the Portfolio, when they become effective, shall conform in all material respects 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 Bairx Xxxital Development TBFI for inclusion in the Combined Prospectus/Proxy Statement. (e) The shares of the Portfolio which have been or are being offered for sale (other than Portfolio Shares which AIM Equity intends to offer for sale to be issued in connection with the public after the Closing Date shall be Reorganization) have been duly registered under the Securities Act by the AEF AFG Registration Statement then in effecteffect 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 AFG to revoke or rescind any such registration or qualification.

Appears in 1 contract

Samples: Plan of Reorganization (Baird Funds Inc)

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Registration of Portfolio Shares. (a) The authorized capital stock of AIM Equity consists of 7,000,000,000 shares with a par value of $0.001 each. (b) The Portfolio Shares of AIM Equity to be issued pursuant to Section 2.7 shall on the Closing Date be duly registered under the Securities ----------- Act by a Registration Statement on Form N-14 of AIM Equity then in effect. (c) The Portfolio Shares to be issued pursuant to Section 2.7 are ----------- duly authorized and on the Closing Date will be validly issued and fully paid and non-assessable and will conform in all substantial respects to the description thereof contained in the Registration Statement on Form N-14 then in effect. At the time of the Reorganization, the Portfolio shall not have outstanding any warrants, options, convertible securities or any other type of right pursuant to which any Person could acquire Portfolio Shares, except for the right of investors to acquire Portfolio Shares at the public offering price in the normal course of its business as an open-end diversified management investment company operating under the Investment Company Act. (d) The combined proxy statement/prospectus (the "Combined Proxy Statement/Prospectus") which forms a part of AIM Equity's Registration Statement on Form N-14 shall be furnished to Bairx Xxxital Xxxxx Capital Development and BCD Shareholders entitled to vote at the BCD Shareholders Meeting. The Combined Proxy Statement/Prospectus and related Statement of Additional Information of the Portfolio, when they become effective, shall conform in all material respects 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 Bairx Xxxital Xxxxx Capital Development for inclusion in the Combined Prospectus/Proxy Statement. (e) The Portfolio Shares which AIM Equity intends to offer for sale to the public after the Closing Date shall be duly registered under the Securities Act by the AEF Registration Statement then in effect.

Appears in 1 contract

Samples: Plan of Reorganization (Baird Capital Development Fund Inc)

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