Common use of VALUATION AND VALUATION DATE Clause in Contracts

VALUATION AND VALUATION DATE. 2.1. On the Closing Date, the Acquiring Fund will deliver to the Acquired Fund a number of Class A, Class B, Class C, and Class K Acquiring Fund Shares (including fractional shares, if any) determined as provided in Section 1. 2.2. The value of the Acquired Fund's net assets will be computed as of the Valuation Date (as defined in Section 2.4 of this Agreement) using the valuation procedures for the Acquiring Fund set forth in the Trust's Amended and Restated Agreement and Declaration of Trust, as amended (the Declaration of Trust) and the Acquiring Fund's then current prospectus or prospectuses and statement of additional information or statements of additional information (collectively, as amended or supplemented from time to time, the "Acquiring Fund Prospectus"). 2.3. The net asset value of a Class A, Class B, Class C, or Class K Acquiring Fund Share shall be the net asset value per Class A share, Class B, Class C, or Class K share, as the case may be, of the Acquiring Fund computed as of the Valuation Date using the valuation procedures for the Acquiring Fund set forth in the Declaration of Trust and the Acquiring Fund Prospectus. 2.4. The Valuation Date shall be 4:00 p.m. Eastern time, and after the declaration of any dividends by the Acquired Fund, on the business day immediately preceding the Closing Date, or such earlier date as may be mutually agreed upon in writing by the parties hereto (the "Valuation Date"). 2.5. The Acquiring Fund shall issue the Acquiring Fund Shares to the Acquired Fund on one or more share deposit receipts registered in the name of the Acquired Fund. The Acquired Fund shall distribute in liquidation the Acquiring Fund Shares received by it hereunder to its shareholders as contemplated by Section 1.1, by redelivering such share deposit receipts by Section 1.1, by redelivering such share deposit receipts to to the Trust's transfer agent which will as soon as practicable set up open accounts for Acquired Fund shareholders in accordance with written instructions furnished by the Acquired Fund. Immediately after the close of business on the Valuation Date, the share transfer books of the Acquired Fund will be closed and no further transfers of Acquired Fund shares will be made. 2.6. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest, cash or such dividends, rights and other payments received by it on or after the Closing Date with respect to the Investments (as defined in Section 4.1 of this Agreement) and other properties and assets of the Acquired Fund, whether accrued or contingent, received by it on or after the Closing Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued unless the securities in respect of which such distribution is made shall have gone "ex" such distribution prior to the Valuation Date, in which case any such distribution which remains unpaid at the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 2.7. All computations of value shall be made by the pricing agent for the Acquiring Fund, in accordance with its regular practice in pricing the shares and assets of the Acquiring Fund using the valuation procedures set forth in the Declaration of Trust and the Acquiring Fund Prospectus.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rs Investment Trust)

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VALUATION AND VALUATION DATE. 2.1. On the Closing Date, the Acquiring Fund will deliver to the Acquired Fund a number of Class A, Class B, Class C, and Class K Acquiring Fund Shares (including fractional shares, if any) determined as provided in Section 1. 2.2. The value of the Acquired Fund's ’s net assets will be computed as of the Valuation Date (as defined in Section 2.4 of this Agreement) using the valuation procedures for the Acquiring Fund set forth in the Trust's Amended and Restated ’s Agreement and Declaration of Trust, as amended Trust (the Declaration of Trust) and the Acquiring Fund's ’s then current prospectus or prospectuses and statement of additional information or statements of additional information (collectively, as amended or supplemented from time to time, the "Acquiring Fund Prospectus"). 2.3. The net asset value of a Class A, Class B, Class C, or Class K an Acquiring Fund Share shall be the net asset value per Class A share, Class B, Class C, or Class K share, as the case may be, share of the Acquiring Fund computed as of the Valuation Date using the valuation procedures for the Acquiring Fund set forth in the Declaration of Trust and the Acquiring Fund Prospectus. 2.4. The Valuation Date shall be 4:00 p.m. Eastern time, and after the declaration of any dividends by the Acquired Fund, on the business day immediately preceding the Closing Date, or such earlier date as may be mutually agreed upon in writing by the parties hereto (the "Valuation Date"). 2.5. The Acquiring Fund shall issue the Acquiring Fund Shares to the Acquired Fund on one or more share deposit receipts registered in the name of the Acquired Fund. The Acquired Fund shall distribute in liquidation the Acquiring Fund Shares received by it hereunder to its shareholders Acquired Fund Shareholders as contemplated by Section 1.1, by redelivering such share deposit receipts by Section 1.1, by redelivering such share deposit receipts to to the Trust's ’s transfer agent which will as soon as practicable set up open accounts for Acquired Fund shareholders Shareholders in accordance with written instructions furnished by the Acquired Fund. Immediately after the close of business on the Valuation Date, the share transfer books of the Acquired Fund will be closed and no further transfers of Acquired Fund shares will be made. 2.6. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest, cash or such dividends, rights and other payments received by it on or after the Closing Date with respect to the Investments (as defined in Section 4.1 of this Agreement) and other properties and assets of the Acquired Fund, whether accrued or contingent, received by it on or after the Closing Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued unless the securities in respect of which such distribution is made shall have gone "ex" such distribution prior to the Valuation Date, in which case any such distribution which remains unpaid at the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 2.7. All computations of value shall be made by the pricing agent for the Acquiring Fund, in accordance with its regular practice in pricing the shares and assets of the Acquiring Fund using the valuation procedures set forth in the Declaration of Trust and the Acquiring Fund Prospectus.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (RS Variable Products Trust)

VALUATION AND VALUATION DATE. 2.1. On the Closing Date, the Acquiring Fund will deliver to the each Acquired Fund a number of Class A, Class B, Class C, and Class K Z Acquiring Fund Shares (including fractional shares, if any) determined as provided in Section 1. 2.2. The value of the each Acquired Fund's ’s net assets will be computed as of the Valuation Date (as defined in Section 2.4 of this Agreement) using the valuation procedures for the Acquiring Fund set forth in the Trust's Amended and Restated Agreement and Acquiring Trust Declaration of Trust, as amended (the Declaration of Trust) Trust and the Acquiring Fund's then current prospectus or prospectuses and statement of additional information or statements of additional information (collectively, as amended or supplemented from time to time, the "Acquiring Fund Prospectus")Registration Statement. 2.3. The net asset value of a Class A, Class B, Class C, or Class K Z Acquiring Fund Share shall be the net asset value per Class A shareA, Class B, Class C, or Class K Z share, as the case may be, of the Acquiring Fund computed as of the Valuation Date using the valuation procedures for the Acquiring Fund set forth in the Acquiring Trust Declaration of Trust and the Acquiring Fund ProspectusRegistration Statement. 2.4. The Valuation Date shall be 4:00 p.m. Eastern time, and after the declaration of any dividends by the each Acquired Fund, on the business day immediately preceding the Closing Date, or such earlier date as may be mutually agreed upon in writing by the parties hereto (the "Valuation Date"). 2.5. The Acquiring Fund shall issue the Acquiring Fund Shares to the each Acquired Fund on one or more share deposit receipts registered in the name of the Acquired Fund. The Each Acquired Fund shall distribute in liquidation the Acquiring Fund Shares received by it hereunder to its shareholders as contemplated by Section 1.1, by redelivering such share deposit receipts by Section 1.1, by redelivering such share deposit receipts to to the Acquiring Trust's ’s transfer agent which will as soon as practicable set up open accounts for Acquired Fund shareholders in accordance with written instructions furnished by the each Acquired Fund. Immediately after the close of business on the Valuation Date, the share transfer books of the each Acquired Fund will be closed and no further transfers of Acquired Fund shares will be made. 2.6. The Each Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest, cash or such dividends, rights and other payments received by it on or after the Closing Date with respect to the Investments (as defined in Section 4.1 of this Agreement) and other properties and assets of the such Acquired Fund, whether accrued or contingent, received by it on or after the Closing Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued unless the securities in respect of which such distribution is made shall have gone "ex" such distribution prior to the Valuation Date, in which case any such distribution which remains unpaid at the Closing Date shall be included in the determination of the value of the assets of the each Acquired Fund acquired by the Acquiring Fund. 2.7. All computations of value shall be made by the pricing agent for the Acquiring Fund, in accordance with its regular practice in pricing the shares and assets of the Acquiring Fund using the valuation procedures set forth in the Acquiring Trust Declaration of Trust and the Acquiring Fund ProspectusRegistration Statement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Highland Funds I)

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VALUATION AND VALUATION DATE. 2.1. On the Closing Date, the Acquiring Fund will deliver to the Acquired Fund a number of Class A, Class BC, Class CK, and Class K Y Acquiring Fund Shares (including fractional shares, if any) determined as provided in Section 1. 2.2. The value of the Acquired Fund's net assets will be computed as of the Valuation Date (as defined in Section 2.4 of this Agreement) using the valuation procedures for the Acquiring Fund set forth in the Trust's Amended and Restated Agreement and Declaration of Trust, as amended (the "Declaration of Trust") and the Acquiring Fund's then current prospectus or prospectuses and statement of additional information or statements of additional information (collectively, as amended or supplemented from time to time, the "Acquiring Fund Prospectus"). 2.3. The net asset value of a Class A, Class BC, Class CK, or Class K Y Acquiring Fund Share shall be the net asset value per Class A share, Class BC, Class CK, or Class K Y share, as the case may be, of the Acquiring Fund computed as of the Valuation Date using the valuation procedures for the Acquiring Fund set forth in the Declaration of Trust and the Acquiring Fund Prospectus. 2.4. The Valuation Date shall be 4:00 p.m. Eastern time, and after the declaration of any dividends by the Acquired Fund, on the business day immediately preceding the Closing Date, or such earlier date as may be mutually agreed upon in writing by the parties hereto (the "Valuation Date"). 2.5. The Acquiring Fund shall issue the Acquiring Fund Shares to the Acquired Fund on one or more share deposit receipts registered in the name of the Acquired Fund. The Acquired Fund shall distribute in liquidation the Acquiring Fund Shares received by it hereunder to its shareholders as contemplated by Section 1.1, by redelivering such share deposit receipts by Section 1.1, by redelivering such share deposit receipts to to the Trust's transfer agent which will as soon as practicable set up open accounts for Acquired Fund shareholders in accordance with written instructions furnished by the Acquired Fund. Immediately after the close of business on the Valuation Date, the share transfer books of the Acquired Fund will be closed and no further transfers of Acquired Fund shares will be made. 2.6. The Acquired Fund will pay or cause to be paid to the Acquiring Fund any interest, cash or such dividends, rights and other payments received by it on or after the Closing Date with respect to the Investments (as defined in Section 4.1 of this Agreement) and other properties and assets of the Acquired Fund, whether accrued or contingent, received by it on or after the Closing Date. Any such distribution shall be deemed included in the assets transferred to the Acquiring Fund at the Closing Date and shall not be separately valued unless the securities in respect of which such distribution is made shall have gone "ex" such distribution prior to the Valuation Date, in which case any such distribution which remains unpaid at the Closing Date shall be included in the determination of the value of the assets of the Acquired Fund acquired by the Acquiring Fund. 2.7. All computations of value shall be made by the pricing agent for the Acquiring Fund, in accordance with its regular practice in pricing the shares and assets of the Acquiring Fund using the valuation procedures set forth in the Declaration of Trust and the Acquiring Fund Prospectus.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rs Investment Trust)

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