Agreement and Plan of Reorganization Sample Contracts

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RECITALS
Agreement and Plan of Reorganization • December 16th, 2011 • Victoria Internet Services Inc • Services-business services, nec • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION dated as of November 29, 2007
Agreement and Plan of Reorganization • November 30th, 2007 • CCFNB Bancorp Inc • State commercial banks • Pennsylvania
October 13, 2017 Transamerica Funds Denver, Colorado 80202 Transamerica Partners Funds Group Denver, Colorado 80202 Ladies and Gentlemen:
Agreement and Plan of Reorganization • November 16th, 2017 • Transamerica Funds

This opinion is furnished to you pursuant to paragraph 8.6 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of October 13, 2017, by and among Transamerica Funds, a Delaware statutory trust (the “Acquiring Entity”), on behalf of its series Transamerica Government Money Market (the “Acquiring Fund”), and Transamerica Partners Funds Group, a Massachusetts business trust (the “Acquired Entity”), on behalf of its sole series, Transamerica Partners Government Money Market (the “Acquired Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.

EXHIBIT 10.2
Agreement and Plan of Reorganization • December 27th, 2004 • Secured Data Inc /Nv/ • Retail-food stores • California
AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • November 14th, 2024 • John Hancock Investment Trust

This Agreement and Plan of Reorganization (the “Agreement”) is made as of October 18, 2024, by and between The RBB Fund, Inc., a Maryland corporation (the “Company”), on behalf of its series, Boston Partners Global Long/Short Fund (the “Acquired Fund”), and John Hancock Investment Trust, a Massachusetts business trust (the “Trust”), on behalf of its series, John Hancock Disciplined Value Global Long/Short Fund (the “Acquiring Fund” and together with the Acquired Fund, the “Funds” or individually, each a “Fund”).

AGREEMENT AND PLAN OF REORGANIZATION OF FIDELITY® GLOBAL BALANCED FUND
Agreement and Plan of Reorganization • May 25th, 2018 • Fidelity Charles Street Trust • Massachusetts

THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as of April 27, 2018, by and between Fidelity Charles Street Trust, a Massachusetts business trust, on behalf of its series Fidelity® Global Balanced Fund (the Acquired Fund) and Fidelity® Asset Manager 60% (the Acquiring Fund). Fidelity Charles Street Trust may be referred to herein as the "Trust." The Trust is a duly organized business trust under the laws of the Commonwealth of Massachusetts with its principal place of business at 245 Summer Street, Boston, Massachusetts 02210. The Acquiring Fund and the Acquired Fund may be referred to herein collectively as the "Funds" or each individually as the "Fund."

Agreement and Plan of Reorganization
Agreement and Plan of Reorganization • February 3rd, 2023 • Columbia Acorn Trust

THIS AGREEMENT AND PLAN OF REORGANIZATION dated as of December 20, 2022 (the “Agreement”), is by and among the Target Company, as defined below, on behalf of its series that is the Target Fund, as defined below, the Acquiring Company, as defined below, on behalf of its series that is the Acquiring Fund, as defined below, and, for purposes of paragraphs 5.3, 7.3, 10.2 and 12.2 of this Agreement only, Columbia Management Investment Advisers, LLC and Columbia Wanger Asset Management, LLC (collectively, “Columbia Threadneedle”).

Letterhead] WILMER CUTLER PICKERING HALE AND DORR LLP September 23, 2005 Pioneer Value Fund 60 State Street Boston, Massachusetts 02109 AmSouth Funds 3435 Stelzer Road Columbus, Ohio 43219 Ladies and Gentlemen: This opinion is being delivered to you...
Agreement and Plan of Reorganization • September 27th, 2005 • Pioneer Value Fund

This opinion is being delivered to you in connection with the Agreement and Plan of Reorganization (the "Agreement") made as of August 22, 2005 by and between Pioneer Value Fund, a Delaware statutory trust, on behalf of its sole series, Pioneer Value Fund ("Acquiring Fund"), and AmSouth Funds, a Massachusetts business trust, on behalf of its series, AmSouth Value Fund ("Acquired Fund"). Pursuant to the Agreement, Acquiring Fund will acquire all of the assets of Acquired Fund in exchange solely for (i) the assumption by Acquiring Fund of all of the Assumed Liabilities of Acquired Fund, as defined in the Agreement (the "Acquired Fund Liabilities"), and (ii) the issuance of shares of beneficial interest of Acquiring Fund (the "Acquiring Fund Shares") to Acquired Fund, followed by the distribution by Acquired Fund, in liquidation of Acquired Fund, of the Acquiring Fund Shares to the shareholders of Acquired Fund and the termination of Acquired Fund (the foregoing together constituting the

RECITALS
Agreement and Plan of Reorganization • May 16th, 2007 • L-1 Identity Solutions, Inc. • Services-computer integrated systems design • Delaware
ARTICLE I
Agreement and Plan of Reorganization • May 14th, 2010 • Sunamerica Equity Funds • New York
AGREEMENT AND
Agreement and Plan of Reorganization • April 18th, 2008 • Gardner Lewis Investment Trust • Massachusetts
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Agreement and Plan of Reorganization
Agreement and Plan of Reorganization • August 12th, 2024 • Thrivent Series Fund Inc

This Agreement and Plan of Reorganization (the “Agreement”) is made as of June 27, 2024 by Thrivent Series Fund, Inc. (the “Fund”), a Minnesota corporation, on behalf of its series, Thrivent Opportunity Income Plus Portfolio (the “Acquiring Portfolio”) and Thrivent Multidimensional Income Portfolio (the “Target Portfolio”). Thrivent Financial for Lutherans is also party to the Agreement solely for purposes of Section 3.F.

AL MARCO,
Agreement and Plan of Reorganization • January 4th, 2001 • Brightcube Inc • Services-business services, nec • California
ANNEX A FORM OF AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION [Hancock Horizon Core Bond Fund] [Hancock Horizon Growth Fund] [Hancock Horizon Value Fund]
Agreement and Plan of Reorganization • November 18th, 2016 • Federated Total Return Series Inc • Pennsylvania

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this ____ day of _____________, by and among (i)[Federated Total Return Series, Inc., a Maryland corporation] [Federated Equity Funds, a Massachusetts business trust] [Federated MDT Stock Trust, a Massachusetts business trust], with its principal place of business at 4000 Ericsson Drive, Warrendale, PA 15086-7561 (the “Surviving Fund Registrant”), on behalf of its series, [Federated Total Return Bond Fund (the “Surviving Fund”)] [Federated Kaufmann Large Cap Fund (the “Surviving Fund”)] [Federated MDT Stock Trust (the “Surviving Fund”)], (ii)The Advisors’ Inner Circle Fund II, a Massachusetts business trust, with its principal place of business at One Freedom Valley Drive, Oaks, Pennsylvania 19456 (the “Reorganizing Fund Registrant”), on behalf of [Hancock Horizon Core Bond Fund (“Reorganizing Fund”] [Hancock Horizon Growth Fund (“Reorganizing Fund”)] [Hancock Horizon Value Fund (“Reorganizing Fund”)] and, collec

December 17, 2008
Agreement and Plan of Reorganization • January 14th, 2009 • Dreyfus Manager Funds I
ARTICLE I
Agreement and Plan of Reorganization • December 28th, 2007 • Mainstay Funds • New York
AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • May 8th, 2012 • DWS Equity Trust • Massachusetts

AGREEMENT AND PLAN OF REORGANIZATION dated as of November 19, 2010 (the “Agreement”), among DWS Equity Trust, a Massachusetts business trust (the “Predecessor Company”), on behalf of DWS Disciplined Market Neutral Fund, a segregated portfolio of assets (“series”) thereof (the “Acquired Fund”), and DWS Market Trust, a Massachusetts business trust (the “Successor Company”), on behalf of DWS Disciplined Market Neutral Fund, a segregated portfolio of assets (“series”) thereof (the “Acquiring Fund”) (the Acquired Fund and the Acquiring Fund are sometimes referred to herein individually as a “Fund” and collectively as the “Funds”). All agreements, representations, actions and obligations described herein made or to be taken or undertaken by a Fund are made and shall be taken or undertaken by the Predecessor Company on behalf of the Acquired Fund and by the Successor Company on behalf of the Acquiring Fund.

AGREEMENT AND PLAN OF REORGANIZATION (“C” REORGANIZATION) AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • September 18th, 2013 • Federated Equity Income Fund Inc • Pennsylvania

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made as of this 8th day of April, 2013, by and between Federated Equity Income Fund, Inc., a Maryland corporation, with its principal place of business at 4000 Ericsson Drive, Warrendale, PA 15086-7561 (the “Acquiring Fund”), and Federated Capital Appreciation Fund, a portfolio of Federated Equity Funds, a Massachusetts business trust (“Trust”), with its principal place of business at 4000 Ericsson Drive, Warrendale, PA 15086-7561 (“Acquired Fund” and, collectively with the Acquiring Fund, the “Funds”).

AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • December 17th, 2020 • John Hancock Variable Insurance Trust

THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Plan”) is made this 25th day of June 2020, among John Hancock Variable Insurance Trust (“JHVIT”), a Massachusetts business trust, on behalf of the “Acquired Fund” and the “Acquiring Fund” listed below, each of which is a separate series or fund of JHVIT, and, solely with respect to Section 9, John Hancock Variable Trust Advisers LLC (formerly, John Hancock Investment Management Services, LLC) (“JHVTA”).

FORM OF AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • April 22nd, 2024 • TCW ETF Trust

THIS AGREEMENT AND PLAN OF REORGANIZATION (“Agreement”) is adopted as of this day of [ ], 2024 by and among: (i) Metropolitan West Funds (the “Target Entity”), on behalf of its series listed under the heading “Target Fund” on Schedule A attached hereto (the “Target Fund”); and (ii) TCW ETF Trust (the “Acquiring Entity”), on behalf of its series listed under the heading “Acquiring Fund” on Schedule A (the “Acquiring Fund”). TCW Investment Management Company LLC (“TCW”) joins this Agreement solely for purposes of Section 9.2.

September 12, 2008 BNY Hamilton Funds, Inc., on behalf of BNY Hamilton Large Cap Equity Fund
Agreement and Plan of Reorganization • October 31st, 2008 • Dreyfus Premier Investment Funds Inc
July 19, 2024 Investment Managers Series Trust Milwaukee, Wisconsin 53212 Investment Managers Series Trust II Milwaukee, Wisconsin 53212 Ladies and Gentlemen:
Agreement and Plan of Reorganization • August 2nd, 2024 • Investment Managers Series Trust II

This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of July 12, 2024, by and among Investment Managers Series Trust (“IMST Trust”), a Delaware statutory trust, on behalf of its series Knowledge Leaders Developed World ETF (the “Acquired Fund”), and Investment Managers Series Trust II (“IMST II Trust”), a Delaware statutory trust, on behalf of its series AXS Knowledge Leaders ETF (the “Acquiring Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement.

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