Common use of Reorganization or Sale of Assets Clause in Contracts

Reorganization or Sale of Assets. The Board, by vote of a majority of the Trustees, may cause the Trust to sell, convey and transfer all or substantially all of the assets of the Trust (“sale of Trust assets”) or all or substantially all of the assets associated with any one or more Series (“sale of such Series’ assets”), to another trust, statutory or business trust, partnership, limited partnership, limited liability company, corporation or other association organized under the laws of any state, or to one or more separate series thereof, or to the Trust to be held as assets associated with one or more other Series of the Trust, in exchange for cash, shares or other securities (including, without limitation, in the case of a transfer to another Series of the Trust, Shares of such other Series) with such sale, conveyance and transfer either (i) being made subject to, or with the assumption by the transferee of, the liabilities of the Trust or the liabilities existing with respect to the Series the assets of which are so transferred, as applicable, or (ii) not being made subject to, or not with the assumption of, such liabilities. Any such sale, conveyance and transfer shall not require the vote of the Shareholders unless such vote is required by the 1940 Act; provided, however, that the Board shall provide at least thirty (30) days’ prior written notice to the Shareholders of the Trust of any such sale of Trust assets, and at least thirty (30) days’ prior written notice to the Shareholders of a particular Series of any sale of such Series’ assets. Following such sale of Trust or Series assets, the Board shall distribute such cash, shares or other securities ratably among the Shareholders of the Trust (giving due effect to the differences in assets and liabilities, and any other differences, among the various Series whose associated assets have been so sold, conveyed and transferred, and due effect to the differences among the various Classes within each such Series). Following a sale of such Series’ assets, the Board shall distribute such cash, shares or other securities ratably among the Shareholders of such Series (giving due effect to the differences among the various Classes within each such Series). If all of the assets of the Trust have been so sold, conveyed and transferred, the Trust shall be dissolved; and if all of the assets associated with a Series have been so sold, conveyed and transferred, such Series and the Classes thereof shall be dissolved. In all respects not governed by the DSTA, the 1940 Act or other applicable law, the Board shall have the power to prescribe and effect additional procedures, transactions or Persons necessary or appropriate to accomplish such sale, conveyance and transfer, including the power to create one or more separate statutory or business trusts or series to which all or any part of the assets, liabilities, profits or losses of the Trust, or associated with, or existing with respect to, the applicable Series, may be transferred and to provide for the conversion of Shares into beneficial interests in such separate statutory or business trust or trusts or series.

Reorganization or Sale of Assets. The BoardBoard of Trustees, by vote of a majority of the Trustees, may cause the Trust to sell, convey convey, and transfer all or substantially all of the assets of the Trust (“sale of Trust assets”) or all or substantially all of the assets associated with any one or more Series (“sale of such Series’ assets”), ) to another trust, statutory or business trust, partnership, limited partnership, limited liability company, corporation corporation, or other association organized under the laws of any state, or to one or more separate series thereof, or to the Trust to be held as assets associated with one or more other Series of the Trust, in exchange for cash, shares shares, or other securities (including, without limitation, in the case of a transfer to another Series of the Trust, Shares of such other Series) with such sale, conveyance conveyance, and transfer either (i) being made subject to, to or with the assumption by the transferee of, of the liabilities of associated with the Trust or the liabilities existing associated with respect to the Series Series, the assets of which are so transferred, as applicable, or (ii) not being made subject to, to or not with the assumption of, of such liabilities. Any such sale, conveyance conveyance, and transfer shall not require the vote of the Shareholders unless such vote is required by the 1940 Act; provided, however, that the Board of Trustees shall provide at least thirty (30) days’ prior written notice to the Shareholders of the Trust of any such sale of Trust assets, and at least thirty (30) days’ prior written notice to the Shareholders of a particular Series of any sale of such Series’ assets. Following such sale of Trust or Series assets, the Board of Trustees shall distribute such cash, shares shares, or other securities ratably among the Shareholders of the Trust (giving due effect to the differences in assets and liabilities, liabilities associated with and any other differences, differences among the various Series whose Series, the assets associated assets with which have been so sold, conveyed conveyed, and transferred, and due effect to the differences among the various Classes within each such Series). Following a sale of such Series’ assets, the Board of Trustees shall distribute such cash, shares shares, or other securities ratably among the Shareholders of such Series (giving due effect to the differences among the various Classes within each such Series). If all of the assets of the Trust have been so sold, conveyed conveyed, and transferred, the Trust shall be dissolved; and if all of the assets associated with of a Series have been so sold, conveyed conveyed, and transferred, such Series and the Classes thereof shall be dissolved. In all respects not governed by the DSTA, the 1940 Act Act, or other applicable law, the Board of Trustees shall have the power to prescribe and effect additional procedures, transactions or Persons procedures necessary or appropriate to accomplish such sale, conveyance conveyance, and transfer, including the power to create one or more separate statutory or business trusts or series to which all or any part of the assets, liabilities, profits profits, or losses of the Trust, or associated with, or existing with respect to, the applicable Series, Trust may be transferred and to provide for the conversion of Shares into beneficial interests in such separate statutory or business trust or trusts or seriestrusts.

Reorganization or Sale of Assets. The BoardBoard of Trustees, by vote of a majority of the Trustees, may cause the Trust to sell, convey convey, and transfer all or substantially all of the assets of the Trust (“"sale of Trust assets”") or all or substantially all of the assets associated with any one or more Series (“"sale of such Series’ ' assets”), ") to another trust, statutory or business trust, partnership, limited partnership, limited liability company, corporation corporation, or other association organized under the laws of any state, or to one or more separate series thereof, or to the Trust to be held as assets associated with one or more other Series of the Trust, in exchange for cash, shares shares, or other securities (including, without limitation, in the case of a transfer to another Series of the Trust, Shares of such other Series) with such sale, conveyance conveyance, and transfer either (i) being made subject to, to or with the assumption by the transferee of, of the liabilities of associated with the Trust or the liabilities existing associated with respect to the Series Series, the assets of which are so transferred, as applicable, or (ii) not being made subject to, to or not with the assumption of, of such liabilities. Any such sale, conveyance conveyance, and transfer shall not require the vote of the Shareholders unless such vote is required by the 1940 Act; provided, however, that the Board of Trustees shall provide at least thirty (30) days’ ' prior written notice to the Shareholders of the Trust of any such sale of Trust assets, and at least thirty (30) days’ ' prior written notice to the Shareholders of a particular Series of any sale of such Series’ ' assets. Following such sale of Trust or Series assets, the Board of Trustees shall distribute such cash, shares shares, or other securities ratably among the Shareholders of the Trust (giving due effect to the differences in assets and liabilities, liabilities associated with and any other differences, differences among the various Series whose Series, the assets associated assets with which have been so sold, conveyed conveyed, and transferred, and due effect to the differences among the various Classes within each such Series). Following a sale of such Series’ ' assets, the Board of Trustees shall distribute such cash, shares shares, or other securities ratably among the Shareholders of such Series (giving due effect to the differences among the various Classes within each such Series). If all of the assets of the Trust have been so sold, conveyed conveyed, and transferred, the Trust shall be dissolved; and if all of the assets associated with of a Series have been so sold, conveyed conveyed, and transferred, such Series and the Classes thereof shall be dissolved. In all respects not governed by the DSTA, the 1940 Act Act, or other applicable law, the Board of Trustees shall have the power to prescribe and effect additional procedures, transactions or Persons procedures necessary or appropriate to accomplish such sale, conveyance conveyance, and transfer, including the power to create one or more separate statutory or business trusts or series to which all or any part of the assets, liabilities, profits profits, or losses of the Trust, or associated with, or existing with respect to, the applicable Series, Trust may be transferred and to provide for the conversion of Shares into beneficial interests in such separate statutory or business trust or trusts or seriestrusts.