The Reorganization Clause Samples
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The Reorganization. 1.1 The Acquired Fund will transfer to the Surviving Fund all of its assets (consisting of, without limitation, portfolio securities and instruments, dividend and interest receivables, claims and rights of action, cash and other assets) as set forth in a statement of assets and liabilities as of the Valuation Time (as defined in paragraph 2.1 hereof), certified by the Acquired Fund’s Treasurer, Deputy Treasurer, or Assistant Treasurer and delivered by the Acquired Fund to the Surviving Fund pursuant to paragraph 5.7 hereof (the “Statement of Assets and Liabilities”) (collectively, the “Assets”), free and clear of all liens and encumbrances, except as otherwise provided herein, in exchange solely for (a) the assumption by the Surviving Fund of all of the liabilities of the Acquired Fund including the Acquired Fund’s liabilities, debts, obligations, and duties of whatever kind or nature, whether absolute, accrued, contingent, or otherwise, whether or not arising in the ordinary course of business (collectively, the “Liabilities”) and (b) the issuance and delivery by the Surviving Fund to the Acquired Fund, for distribution in accordance with paragraph 1.3 hereof pro rata to the Acquired Fund shareholders of record determined as of the Valuation Time (the “Acquired Fund Shareholders”), of the number of full and fractional (rounded to the third decimal place) Reorganization Shares determined as provided in paragraph 2.2 hereof. Such transactions shall take place at the closing provided for in paragraph 3.1 hereof (the “Closing”).
1.2 The Acquired Fund has provided the Surviving Fund with a list of the current securities holdings and other assets of the Acquired Fund as of the date of execution of this Agreement. The Acquired Fund reserves the right to sell any of these securities or other assets prior to the Closing.
1.3 On or as soon after the closing date established in paragraph 3.1 hereof (the “Closing Date”) as is conveniently practicable (the “Liquidation Date”), the Acquired Fund will distribute the Reorganization Shares it received pursuant to paragraph 1.1 hereof pro rata to the Acquired Fund Shareholders in actual or constructive exchange for their Acquired Fund Shares in complete liquidation of the Acquired Fund. Such distribution will be accomplished by the transfer of the Initial Class and Service Class Reorganization Shares then credited to the account of the Acquired Fund on the books of the Surviving Fund to open accounts on the share records o...
The Reorganization. (a) Subject to receiving the requisite approvals of the stockholders of TGO and TYN, and to the other terms and conditions contained herein, TGO agrees to convey, transfer and deliver to TYN and TYN agrees to acquire from TGO, on the Closing Date, all of the TGO Investments (including interest, dividends or distributions accrued as of the Valuation Time), and assume from TGO substantially all of the liabilities of TGO. In exchange, TGO will receive on the Closing Date that number of TYN Common Shares and cash for fractional shares as provided in Section 4 of this Agreement.
(b) Pursuant to this Agreement, as soon as practicable after the Closing Date, TGO will distribute all cash (for fractional shares) and TYN Common Shares received by it to its stockholders of record in exchange for their TGO Common Shares based on the Exchange Rate (as defined and calculated below). The distribution of TYN Common Shares to TGO stockholders of record shall be accomplished as described in Section 4.
(c) The “Exchange Rate” will be determined by dividing the TGO NAV per share by the TYN NAV per share, with each calculated at the Valuation Time (less, in each case, the Reorganization costs for each Fund).
(d) If it is determined that the portfolios of TGO and TYN, when aggregated, would contain investments exceeding certain percentage limitations imposed upon TYN with respect to such investments in its non-fundamental investment policies, TGO, if requested by TYN, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, (a) nothing herein will require TGO to dispose of any portfolios, securities or other investments, if, in the reasonable judgment of TGO’s Board of Directors or Tortoise Capital Advisors, LLC (the “Investment Adviser”), such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of TGO, and (b) nothing will permit TGO to dispose of any portfolio securities or other investments if, in the reasonable judgment of TYN’s Board of Directors or the Investment Adviser, such disposition would adversely affect the tax-free nature of the Reorganization for U.S. federal income tax purposes or would otherwise not be in the best interests of TYN.
(e) TGO will pay or cause to be paid to TYN any accrued interest, dividends or distributions that TGO receives on ...
The Reorganization. Subject to the requisite approval of the Acquired Fund’s shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, at the Effective Time (as defined in paragraph 2.4), AMT shall assign, deliver and otherwise transfer the Assets (as defined in paragraph 1.2) of the Acquired Fund to MainStay Funds on behalf of the Acquiring Fund. In consideration of the foregoing, at the Effective Time, MainStay Funds shall, on behalf of the Acquiring Fund, deliver to AMT on behalf of the Acquired Fund, full and fractional Acquiring Fund Shares (to the third decimal place), and MainStay Funds shall assume the Liabilities (as defined in paragraph 1.3) of the Acquired Fund on behalf of the Acquiring Fund. The number of Acquiring Fund Shares to be delivered shall be determined as set forth in paragraph 2.3.
The Reorganization. (a) Subject to the terms and conditions herein set forth and on the basis of the representations and warranties contained herein, and in accordance with the laws of the Commonwealth of Massachusetts, at the Effective Time (as defined in Section 2.5), the Acquired Fund shall assign, deliver and otherwise transfer the Assets (as defined in Section 1.2) to the Acquiring Fund, and the Acquiring Fund shall assume the Assumed Liabilities (as defined in paragraph 1.3) of the Acquired Fund in exchange for the Stock Consideration. At the Effective Time, the Acquiring Fund shall issue both Acquiring Fund Common Shares and the Acquiring Fund Preferred Shares to the Acquired Fund, which shall transfer such shares to the Acquired Fund Common Shareholders and the Acquired Fund Preferred Shareholders (each defined below), respectively as hereinafter provided. The number of Acquiring Fund Common Shares [and Acquiring Fund Preferred Shares]6 shall be determined as set forth in Section 2.3. [Neither fractional Acquiring Fund Common Shares (unless such shares are to be held in a Dividend Reinvestment and Cash Purchase Plan Account) nor fractional Acquiring Fund Preferred Shares shall be issued and Acquired Fund Common 6 NTD: This does not apply to VFL. Shareholders otherwise entitled to receive fractional Acquiring Fund Common Shares shall be paid cash in lieu thereof, as provided in Section 2.4.]
(b) The Acquired Fund will pay or cause to be paid to the Acquiring Fund interest, cash or such dividends, rights and other payments received for the account of the Acquired Fund on or after the Effective Time with respect to the Assets of the Acquired Fund. Any such distribution shall be deemed included in the Assets transferred to the Acquiring Fund at the Effective Time and shall not be separately valued unless the securities in respect of which such payment is made shall have gone “ex” such distribution prior to the Effective Time, in which case any such distribution which remains unpaid at the Effective Time shall be included in the determination of the value of the Assets of the Acquired Fund acquired by the Acquiring Fund.
(c) The Acquired Fund will, within a reasonable period of time before the Closing Date (as defined in Section 3.1 below), furnish the Acquiring Fund with a list of the Acquired Fund’s portfolio securities and other investments. [The Acquiring Fund will, within a reasonable period of time before the Closing Date, identify the investments, if any, on the Acq...
The Reorganization. Subject to the receipt of the requisite approvals of the shareholders of the Target Fund, and to the other terms and conditions contained herein, the Target Fund agrees to convey, transfer and deliver to the Acquiring Fund and the Acquiring Fund agrees to acquire from the Target Fund, on the Closing Date, all of the Target Fund Investments (including interest accrued as of the Valuation Date on debt instruments), and assume all of the liabilities of the Target Fund, in exchange for that number and type of Acquiring Fund Common Shares and Acquiring Fund Preferred Shares determined as provided in Section 5 of this Agreement (the "Reorganization"). On the Closing Date, the Target Fund Common Shares and the Target Fund Preferred Shares shall be cancelled on the books of the Target Fund, will be null and void, and shall represent only the right to receive, subject to the terms and conditions of this Agreement, Acquiring Fund Common Shares, Acquiring Fund Preferred Shares and, if not paid prior to the Reorganization, any dividends payable with respect to such Target Fund Common Shares and Target Fund Preferred Shares pursuant to Section 4(c) herein. Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Fund will distribute (or cause to be distributed) all Acquiring Fund Common Shares and Acquiring Fund Preferred Shares it has received pursuant to the terms of this Agreement to its shareholders pro rata in exchange for their Target Fund Common Shares and Target Fund Preferred Shares. Such distributions shall be accomplished by the opening of shareholder accounts on the share ledger records of the Acquiring Fund in the names of and in the amounts due to the holders of Target Fund Common Shares and holders of Target Fund Preferred Shares based on their respective holdings in the Target Fund as of the Valuation Date.
The Reorganization. Subject to the requisite approvals and other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, at the Effective Time (as defined in paragraph 2.4), the Acquired Fund shall assign, deliver and otherwise transfer the Assets (as defined in paragraph 1.2) of the Acquired Fund to the Acquiring Fund, and the Acquiring Fund shall assume the Liabilities (as defined in paragraph 1.3)
The Reorganization. In connection with the transactions involved in the Reorganization, additional Capital Contributions were made and additional Limited Partners were admitted to the Partnership.
The Reorganization. The Reorganization has been completed and conforms in all material respects to the description thereof contained in the Registration Statement and the Prospectus.
The Reorganization. Subject to the requisite approval of the Acquired Fund's shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, at the Effective Time (as defined in paragraph 2.5), McMorgan Funds shall assign, deliver and otherwise transfer the Assets (as defined in paragraph 1.2) of the Acquired Fund, to MainStay Funds on behalf of the Acquiring Fund, and MainStay Funds shall assume the Liabilities (as defined in paragraph 1.3) of the Acquired Fund on behalf of the Acquiring Fund. In consideration of the foregoing, at the Effective Time, MainStay Funds shall, on behalf of the Acquiring Fund, deliver to McMorgan Funds on behalf of the Acquired Fund, full and fractional Class I Acquiring Fund Shares (to the third decimal place). The number of Class I Acquiring Fund Shares to be delivered shall be determined as set forth in paragraph 2.3.
The Reorganization. (a) Subject to receiving the requisite approvals of the Target Fund Shareholders and the Acquiring Fund Shareholders, the Target Fund’s issuance of 591 preferred shares of beneficial interest of Series W-7 Variable Rate Demand Preferred Shares, par value $0.001 per share and liquidation preference $100,000 per share (“Target Fund VRDP Shares”) and the redemption by the Target Fund of all outstanding Target Fund VMTP Shares with the proceeds from such issuance (the “VMTP Refinancing”), and to the other terms and conditions contained herein, and in accordance with the applicable law, the Target Fund agrees to convey, transfer and deliver to the Acquiring Fund and the Acquiring Fund agrees to acquire from the Target Fund, on the Closing Date, all of the Target Fund Investments (including interest accrued as of the Valuation Time on debt instruments), and assume substantially all of the liabilities of the Target Fund, in exchange for that number of Acquiring Fund Shares provided in Section 4 of this Agreement. The existence of the Acquiring Fund shall continue unaffected and unimpaired by the Reorganization and it shall be governed by the laws of Maryland.
(b) If the investment adviser determines that the portfolios of the Target Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments or that the disposition of certain assets is necessary to ensure that the resulting portfolio will meet the Acquiring Fund’s investment objective, policies and restrictions, as set forth in the Joint Proxy Statement/Prospectus, a copy of which has been delivered (including by electronic format) to the Target Fund, the Target Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Target Fund to dispose of any portion of its assets if, in the reasonable judgment of the Target Fund’s Board of Trustees or investment adviser, such disposition would create more than an insignificant risk that the Reorganization would not be treated as a “reorganization” described in Section 368(a) of the Code or would otherwise not be in the best interests of the Target Fund.
(c) Prior to the Closing Date, the Target Fund shall declare a dividend or dividends which, together with all such previous di...