Acquiring Fund Preferred Shares definition

Acquiring Fund Preferred Shares shall have the meaning assigned to such term in Section 2(k). (h) "Advisor" means RMR Advisors, Inc. (i) "Agreement" shall have the meaning assigned to such term in the preamble. (j) "Closing Date" shall have the meaning assigned to such term in Section 8(a). (k) "Code" means the Internal Revenue Code of 1986, as amended. (l) "Commission" means the Securities and Exchange Commission. (m) "Fund" or "Funds" shall have the meaning assigned to such terms in the preamble. (n) "GAAP" means United States generally accepted accounting principlesand practices as in effect from time to time and applied consistently throughout the periods involved. (o) "Indemnified Party" shall have the meaning assigned to such term in Section 13(a). (p) "Indemnitor" shall have the meaning assigned to such term in Section 13(a). (q) "Loss" or "Losses" shall have the meanings assigned to such terms in Section 13(a). (r) "NYSE Amex" means NYSE Amex LLC. (s) "Payment Agreement" shall mean the Payment Agreement, dated the date hereof, by and between the Target Fund and the Advisor. (t) "Proxy Statement/Prospectus" shall have the meaning assigned to such term in Section 2(j). (u) "Registration Statement" shall have the meaning assigned to such term in Section 2(j). (v) "Reorganization" shall have the meaning assigned to such term in Section 4(a). (w) "RIC" means a regulated investment company under Section 851 of the Code. (x) "RMR Fund" or "RMR Funds" shall have the meaning assigned to such terms in the recitals. (y) "Shareholder Meeting" shall have the meaning assigned to such term in Section 2(j). (z) "Skadden" means Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP. (aa) "Target Fund" shall have the meaning assigned to such term in the preamble. (bb) "Target Fund Closing Financial Statements" shall have the meaning assigned to such term in Section 3(e). (cc) "Target Fund Common Shares" shall have the meaning assigned to such term in Section 3(m). (dd) "Target Fund Investments" means (i) the investments of the Target Fund shown on the schedule of its investments as of the Valuation Date furnished to the Acquiring Fund and (ii) all other assets owned by the Target Fund or liabilities incurred as of the Valuation Date. (ee) "Target Fund Preferred Shares" shall have the meaning assigned to such term in Section 3(m). (ff) "Valuation Date" shall be 4:00 p.m., Eastern Time, on June 18, 2009, or such earlier or later day and time as may be mutually agreed upon in writing by the parties hereto.

Examples of Acquiring Fund Preferred Shares in a sentence

• 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.

• All such values of the Acquired Fund Common Shares and the Acquiring Fund Common Shares and the liquidation preference of the Acquired Fund Preferred Shares and the Acquiring Fund Preferred Shares shall be determined in the manner and as of the time set forth in Section 2 hereof.

• All issued and outstanding Acquiring Fund Common Shares and Municipal Income Preferred Shares are, and all Acquiring Fund Common Shares and Acquiring Fund Preferred Shares to be issued in exchange for Net Assets of Acquired Fund pursuant to this Plan will be when so issued, fully paid and non-assessable.

• Notwithstanding anything herein to the contrary, neither the Acquiring Fund nor any Acquired Fund may waive the conditions set forth in this Section 8.8. Insofar as the opinions expressed above relate to or are dependent upon the classification of the Acquiring Fund Preferred Shares as equity securities for U.S. federal income tax purposes, Xxxxxx Price P.C. may rely on the opinion of K&L Gates, LLP with respect to such issue.

• Tenant:Judges typically rule in favor of eviction and set the date.

• Prior to the Valuation Time, each Acquired Fund shall declare all accumulated but unpaid dividends on its Acquired Fund MTP Shares or VMTP Shares up to and including the day before the Closing Date, such dividends to be paid to the holder thereof on the dividend payment date in respect of the first dividend period of the Acquiring Fund Preferred Shares for which such Acquired Fund MTP Shares or VMTP Shares were exchanged.