Exempt Merger means a merger or consolidation of the Trust or the Portfolio or any Class thereof with or into another Company or with and into another Class or a conversion of the Trust or the Portfolio or any Class thereof where either (A) the primary purpose of such merger or consolidation is to change the Trust's or the Portfolio's domicile or form of organization or (B) after giving effect to such merger, consolidation or conversion, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or the Portfolio or such Class will have a majority of the outstanding shares of the surviving or converted Company or Class, as the case may be;

Exempt Merger means a merger or consolidation of the Trust or any Class thereof with or into another Company where either (A) the primary purpose of such merger or consolidation is to change the Trust's domicile or form of organization or (B) after giving effect to such merger or consolidation, based on the number of Outstanding Shares as of a date selected by the Trustees, the Shareholders of the Trust or such Class will have a majority of the outstanding shares of the surviving Company or Class, as the case may be; (l) "Exempt Sale" means a sale, lease or exchange of all or substantially all the assets of the Trust to any Person where the primary purpose of such sale is to change the Trust's domicile or form of organization; (m) "Fund complex" has the meaning specified in Regulation 14A under the Securities Exchange Act of 1934, as amended from time to time; (n) "Governing Instrument" means collectively this Agreement, the Bylaws, all amendments to this Agreement and the Bylaws, all written committee charters adopted by the Trustees, and every resolution of the Trustees or any committee of the Trustees that by its terms is incorporated by reference into this Agreement or stated to constitute part of the Trust's Governing Instrument; (o) "Independent Trustees" shall mean the trustees of the Trust who are not "interested persons," as defined in the 1940 Act; (p) "Majority Shareholder Vote" means "the vote of a majority of the outstanding voting securities" (as defined in the 0000 Xxx) of the Trust or Class, as applicable; (q) "Majority Trustee Vote" means the vote of a majority of the total number of Trustees then holding office; (r) The "1940 Act" means the Investment Company Act of 1940, as amended from time to time, and the rules promulgated thereunder; (s) "Outstanding Shares" means Shares shown on the books of the Trust or the Trust's transfer agent as then issued and outstanding, but excludes Shares of the Trust that the Trust has redeemed or repurchased; (t) "Principal Shareholder" has the meaning specified in Section 6.2(b); (u) "Shareholder" means a record owner of Outstanding Shares of the Trust; (v) "Shares" means, as to the Trust or Class thereof, the equal proportionate transferable units of beneficial interest into which the beneficial interest of the Trust or such Class thereof shall be divided and may include fractions of Shares in 1/1000th of a Share or integral multiples thereof as well as whole Shares; (w) The "Trust" means Xxxxxxxx Fund Ltd., the Del...

Related to Exempt Merger

First Merger has the meaning set forth in the Recitals.
Company Merger has the meaning specified in the Recitals hereto.
Second Merger has the meaning set forth in the Recitals.
Permitted Merger shall have the meaning set forth in Section 3.01.
Share Exchange Event shall have the meaning specified in Section 14.07(a).
Cash Merger has the meaning set forth in Section 5.04(b)(ii).
Share Exchange has the meaning set forth in Section 2.1.
Effective Time of the Merger means the time as of which the Merger becomes effective, which shall occur on the Funding and Consummation Date.
Reorganization Transaction see clause (d) of the definition of “Change of Control.”
Bank Merger has the meaning set forth in Section 1.03.
Reverse Merger means any transaction pursuant to which an Operating Unlisted Company becomes a Listed Company by merging with and into a Listed Shell Company;
Reorganization Transactions shall have the meaning set forth in the Recitals.
Bank Merger Agreement has the meaning set forth in Section 6.10.
Merger Transaction means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act.
Pre-Acquisition Reorganization has the meaning set out in Section 6.8;
Company Stockholder Approval has the meaning set forth in Section 4.2(b).
Company Shareholder Approval has the meaning set forth in Section 4.03(d).
Business Combination Transaction means:
EC Merger Regulation means the Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings.
Merger Transactions means the Merger and the other transactions relating thereto or contemplated by the Merger Agreement.
Initial Merger Consideration has the meaning set forth in Section 2.2(a).
Merger has the meaning set forth in the Recitals.
Total Merger Consideration has the meaning set forth in Section 2.2(a).
Mergers has the meaning set forth in the Recitals.
Company Acquisition Transaction means any transaction or series of transactions involving:
Separation Transaction means the sale or separation of the non-television business of the Holding Company in whole or in part, whether by asset sale or otherwise.

Exempt Merger definition

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