Predecessor Funds definition
Examples of Predecessor Funds in a sentence
Predecessor Trust, on behalf of the Predecessor Funds, knows of no facts which might form the basis for the institution of such proceedings and is not a party to or subject to the provisions of any order, decree or judgment of any court or governmental body which materially and adversely affects its business or its ability to consummate the transactions herein contemplated.
All of the issued and outstanding Predecessor Fund Shares will, at the time of Closing, be held by the persons and in the amounts set forth in the records of the Transfer Agent, on behalf of the Predecessor Fund, as provided in paragraph 3.3. None of the Predecessor Funds have outstanding any options, warrants or other rights to subscribe for or purchase any of the Predecessor Fund Shares, nor is there outstanding any security convertible into any of the Predecessor Fund Shares.
For the purposes of this subparagraph (j), a decline in net asset value per share of Predecessor Fund Shares due to declines in market values of securities held by the Predecessor Fund, the discharge of Predecessor Funds liabilities, or the redemption of Predecessor Fund Shares by shareholders of the Predecessor Fund shall not constitute a material adverse change.
As of the Closing Date, since December 31, 2013, there have been no changes with respect to the Predecessor Funds and their Subsidiaries that have had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.
Such financial statements fairly present the financial condition of the Predecessor Funds and their Subsidiaries as of such dates and the results of operations for such periods in conformity with GAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (b).
The Successor Fund agrees in exchange for the Predecessor Fund's assets (i) to deliver to the Predecessor Fund the number of Successor Fund Shares, including fractional Successor Fund Shares, computed in the manner and as of the time and date set forth in paragraph 2.3; and (ii) to assume all of the liabilities of the Predecessor Fund, as set forth in paragraph 1.3. Such transactions shall take place at the Closing (as defined in paragraph 3.1 below).
Each Predecessor Fund will then distribute the Successor Fund Shares it received to the holders of corresponding Shares in exchange for those Shares, in liquidation of each Predecessor Fund, and the existence of the Predecessor Funds will be terminated.
The net asset value per share of each class of the Successor Fund shall be the net asset value per share of such class of the Predecessor Fund computed as of the Valuation Time, using the valuation procedures set forth in the Predecessor Trust's Declaration of Trust and the Predecessor Fund's then current prospectus and statement of additional information or such other valuation procedures as shall be mutually agreed upon by the Funds.
All computations of value shall be made by BNY Mellon Investment Servicing (US) Inc., the Successor Fund's and the Predecessor Fund's accounting agent, in accordance with its regular practice in pricing the shares and assets of the Predecessor Fund.
The JAD Trust agrees on behalf of the Predecessor Funds and the JIF Trust agrees on behalf of the Successor Funds that this Agreement constitutes the entire agreement between the parties.