TRANSFER OF ASSETS OF THE. DISAPPEARING PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING PORTFOLIO SHARES, THE ASSUMPTION OF ALL DISAPPEARING PORTFOLIO KNOWN LIABILITIES AND THE LIQUIDATION OF THE DISAPPEARING PORTFOLIO 1.1 Subject to the requisite approval of the Disappearing Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Disappearing Portfolio agrees to transfer all of the Disappearing Portfolio's assets, as set forth in paragraph 1.2, to the Acquiring Portfolio, and the Acquiring Portfolio agrees in exchange therefor: (i) to deliver to the Disappearing Portfolio the number of full and fractional Class I Acquiring Portfolio Shares determined by dividing the value of the Disappearing Portfolio's net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Class I Acquiring Portfolio Share, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all known liabilities of the Disappearing Portfolio, as set forth in paragraph 1.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ing Vp Balanced Portfolio Inc)
TRANSFER OF ASSETS OF THE. DISAPPEARING ACQUIRED PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING PORTFOLIO SHARES, THE ASSUMPTION OF ALL DISAPPEARING KNOWN ACQUIRED PORTFOLIO KNOWN LIABILITIES AND THE LIQUIDATION OF THE DISAPPEARING ACQUIRED PORTFOLIO
1.1 1.1. Subject to the requisite approval of the Disappearing Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Disappearing Acquired Portfolio agrees to transfer all of the Disappearing Acquired Portfolio's assets, as set forth in paragraph 1.2, to the Acquiring Portfolio, and the Acquiring Portfolio agrees in exchange therefor: (i) to deliver to the Disappearing Acquired Portfolio the number of full and fractional Class I S Acquiring Portfolio Shares determined by dividing the value of the Disappearing Acquired Portfolio's net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Class I S Acquiring Portfolio Share, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all known the liabilities of the Disappearing Acquired Portfolio, as set forth in paragraph 1.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ing Investors Trust)
TRANSFER OF ASSETS OF THE. DISAPPEARING ACQUIRED PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING PORTFOLIO SHARES, THE ASSUMPTION OF ALL DISAPPEARING ACQUIRED PORTFOLIO KNOWN LIABILITIES AND THE LIQUIDATION OF THE DISAPPEARING ACQUIRED PORTFOLIO
1.1 1.1. Subject to the requisite approval of the Disappearing Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Disappearing Acquired Portfolio agrees to transfer all of the Disappearing Acquired Portfolio's assets, as set forth in paragraph 1.2, to the Acquiring Portfolio, and the Acquiring Portfolio agrees in exchange therefor: (i) to deliver to the Disappearing Acquired Portfolio the number of full and fractional Class I S Acquiring Portfolio Shares determined by dividing the value of the Disappearing Acquired Portfolio's net assetsassets with respect to Class S, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Class I Acquiring Portfolio ShareShare of Class S, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all known liabilities of the Disappearing Portfolio, Acquired Portfolio as set forth in paragraph 1.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ing Variable Products Trust)
TRANSFER OF ASSETS OF THE. DISAPPEARING ACQUIRED PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING PORTFOLIO SHARES, THE ASSUMPTION OF ALL DISAPPEARING KNOWN ACQUIRED PORTFOLIO KNOWN LIABILITIES AND THE LIQUIDATION OF THE DISAPPEARING ACQUIRED PORTFOLIO
1.1 1.1. Subject to the requisite approval of the Disappearing Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Disappearing Acquired Portfolio agrees to transfer all of the Disappearing Acquired Portfolio's assets, as set forth in paragraph 1.2, to the Acquiring Portfolio, and the Acquiring Portfolio agrees in exchange therefor: (i) to deliver to the Disappearing Acquired Portfolio the number of full and fractional Class I Acquiring Portfolio Shares determined by dividing the value of the Disappearing Acquired Portfolio's net assets, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Class I Acquiring Portfolio Share, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all known the liabilities of the Disappearing Acquired Portfolio, as set forth in paragraph 1.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ing Investors Trust)
TRANSFER OF ASSETS OF THE. DISAPPEARING ACQUIRED PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING PORTFOLIO SHARES, THE ASSUMPTION OF ALL DISAPPEARING ACQUIRED PORTFOLIO KNOWN LIABILITIES AND THE LIQUIDATION OF THE DISAPPEARING ACQUIRED PORTFOLIO
1.1 1.1. Subject to the requisite approval of the Disappearing Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Disappearing Acquired Portfolio agrees to transfer all of the Disappearing Acquired Portfolio's assets, as set forth in paragraph 1.2, to the Acquiring Portfolio, and the Acquiring Portfolio agrees in exchange therefor: (i) to deliver to the Disappearing Acquired Portfolio the number of full and fractional Class I Acquiring Portfolio Shares determined by dividing the value of the Disappearing Acquired Portfolio's net assetsassets with respect to its sole existing class ("Class I"), computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Class I Acquiring Portfolio ShareShare of the same class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all known the liabilities of the Disappearing Acquired Portfolio, as set forth in paragraph 1.in
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ing Investors Trust)
TRANSFER OF ASSETS OF THE. DISAPPEARING ACQUIRED PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING PORTFOLIO SHARES, THE ASSUMPTION OF ALL DISAPPEARING ACQUIRED PORTFOLIO KNOWN LIABILITIES AND THE LIQUIDATION OF THE DISAPPEARING ACQUIRED PORTFOLIO
1.1 1.1. Subject to the requisite approval of the Disappearing Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Disappearing Acquired Portfolio agrees to transfer all of the Disappearing Acquired Portfolio's assets, as set forth in paragraph 1.2, to the Acquiring Portfolio, and the Acquiring Portfolio agrees in exchange therefortherefore: (i) to deliver to the Disappearing Acquired Portfolio the number of full and fractional Class I S Acquiring Portfolio Shares determined by dividing the value of the Disappearing Acquired Portfolio's net assetsassets with respect to each class, computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Class I Acquiring Portfolio ShareShare of the same class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all known the liabilities of the Disappearing Acquired Portfolio, as set forth in paragraph 1.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ing Investors Trust)
TRANSFER OF ASSETS OF THE. DISAPPEARING ACQUIRED PORTFOLIO TO THE ACQUIRING PORTFOLIO IN EXCHANGE FOR THE ACQUIRING PORTFOLIO SHARES, THE ASSUMPTION OF ALL DISAPPEARING ACQUIRED PORTFOLIO KNOWN LIABILITIES AND THE LIQUIDATION OF THE DISAPPEARING ACQUIRED PORTFOLIO
1.1 1.1. Subject to the requisite approval of the Disappearing Acquired Portfolio shareholders and the other terms and conditions herein set forth and on the basis of the representations and warranties contained herein, the Disappearing Acquired Portfolio agrees to transfer all of the Disappearing Acquired Portfolio's assets, as set forth in paragraph 1.2, to the Acquiring Portfolio, and the Acquiring Portfolio agrees in exchange therefor: (i) to deliver to the Disappearing Acquired Portfolio the number of full and fractional Initial Class I Acquiring Portfolio Shares determined by dividing the value of the Disappearing Acquired Portfolio's net assetsassets with respect to Class I , computed in the manner and as of the time and date set forth in paragraph 2.1, by the net asset value of one Class I Acquiring Portfolio ShareShare of the Initial Class, computed in the manner and as of the time and date set forth in paragraph 2.2; and (ii) to assume all known liabilities of the Disappearing Portfolio, as set forth in paragraph 1.in
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Ing Partners Inc)