Common use of Assets to be Transferred Clause in Contracts

Assets to be Transferred. Each Acquired Fund shall transfer substantially all of its assets to the Acquiring Fund, including, without limitation, cash, securities, commodities, interests in futures, dividends or interest receivables owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund as of the Valuation Time, as such term is defined in Section 2.1, except that the Acquired Fund shall retain assets sufficient to pay the preferred share dividends as set forth in Section 1.4 and the dividends set forth in Section 8.5. Each Acquired Fund will, within a reasonable period of time before the Closing Date, furnish the Acquiring Fund with a list of the Acquired Fund’s portfolio securities and other investments. The Acquiring Fund will, within a reasonable period of time before the Closing Date, furnish each Acquired Fund with a list of the securities, if any, on the Acquired Fund’s list referred to above that do not conform to the Acquiring Fund’s investment objective, policies, and restrictions. Each Acquired Fund, if requested by the Acquiring Fund, will dispose of securities on the Acquiring Fund’s list before the Closing Date. In addition, if it is determined that the portfolios of each Acquired Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, each Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require any Acquired Fund to dispose of any investments or securities if, in the reasonable judgment of the Acquired Fund Board or Nuveen Fund Advisors, Inc., the investment adviser to the Funds (the “Adviser”), such disposition would adversely affect the status of its Reorganization as a “reorganization” as such term is used in the Code or would otherwise not be in the best interests of such Acquired Fund.

Appears in 2 contracts

Sources: Agreement and Plan of Reorganization (Nuveen Arizona Premium Income Municipal Fund Inc), Agreement and Plan of Reorganization (Nuveen Ohio Quality Income Municipal Fund Inc)

Assets to be Transferred. Each The Acquired Fund shall transfer substantially all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures, futures and dividends or interest receivables owned by the Acquired Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired Fund on the Closing Date (as of the Valuation Time, as such term is defined in Section 2.1, except that the Acquired Fund shall retain assets sufficient to pay the preferred share dividends as set forth in Section 1.4 and the dividends set forth in Section 8.53.1). Each The Acquired Fund will, within a reasonable period of time five business days before the Closing Date, furnish the Acquiring Fund with a list of the Acquired Fund’s 's portfolio securities and other investments. The Acquiring Fund will, within a reasonable period of time five business days before the Closing Date, furnish each the Acquired Fund with a list of the securities, if any, on the Acquired Fund’s 's list referred to above that do not conform to the Acquiring Fund’s 's investment objectiveobjectives, policies, and restrictions. Each The Acquired Fund, if requested by the Acquiring Fund, will dispose of securities on the Acquiring Fund’s 's list before the Closing Date. In addition, if it is determined that the portfolios of each the Acquired Fund and the Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, each the Acquired Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require any the Acquired Fund to dispose of any investments or securities if, in the reasonable judgment of the Acquired Fund Board or Nuveen Fund Advisors, Inc., the investment adviser to the Funds First Trust Advisors L.P. (the “Adviser”"Advisor"), such disposition would adversely affect the status tax treatment of its the Reorganization as a “reorganization” as such term is used in the Code for federal income tax purposes or would otherwise not be in the best interests of such the Acquired Fund.

Appears in 2 contracts

Sources: Reorganization Agreement (First Trust Strategic High Income Fund Ii), Reorganization Agreement (First Trust Strategic High Income Fund Ii)

Assets to be Transferred. Each Acquired Selling Fund shall transfer substantially all of its assets to the its corresponding Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures, futures and dividends or interest receivables receivables, owned by the Acquired Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Acquired such Selling Fund as of the Valuation Time, as such term is defined in Section 2.1, except that the Acquired Fund shall retain assets sufficient to pay the preferred share dividends as set forth in Section 1.4 and the dividends set forth in Section 8.5. Each Acquired Fund will, within a reasonable period of time before on the Closing Date, furnish the Acquiring Fund with a list of the Acquired Fund’s portfolio securities and other investments. The Acquiring Each Selling Fund will, within a reasonable period of time before the Closing Date, furnish each Acquired Acquiring Fund with a list of the Selling Fund's portfolio securities and other investments. Each Acquiring Fund will, within a reasonable time before the Closing Date, furnish its corresponding Selling Fund with a list of the securities, if any, on the Acquired Selling Fund’s 's list referred to above that do not conform to the Acquiring Fund’s 's investment objectiveobjectives, policies, and restrictions. Each Acquired A Selling Fund, if requested by the its corresponding Acquiring Fund, will dispose of securities on the Acquiring Fund’s 's list before the Closing Date. In addition, if it is determined that the portfolios of each Acquired a Selling Fund and the its corresponding Acquiring Fund, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, each Acquired the Selling Fund, if requested by the Acquiring Fund, will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require any Acquired a Selling Fund to dispose of any investments or securities if, in the reasonable judgment of the Acquired Fund Board Selling Fund's trustees or Nuveen Fund Advisors, Inc., the investment adviser to the Funds (the “Adviser”)adviser, such disposition would adversely affect the status tax-free nature of its the Reorganization as a “reorganization” as such term is used in the Code for federal income tax purposes or would otherwise not be in violate their fiduciary duties to the best interests of such Acquired Selling Fund's shareholders.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Alleghany Funds)