Common use of LIQUIDATION AND DISTRIBUTION Clause in Contracts

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible (the “Liquidation Date”): (a) the Selling Fund will distribute in complete liquidation of the Selling Fund, pro rata by class to its shareholders of record, determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “Selling Fund Shareholders”), all of the Acquiring Fund Shares received by the Selling Fund pursuant to Section 1.1; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Selling Fund will simultaneously be canceled on the books of the Selling Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.

Appears in 3 contracts

Sources: Agreement and Plan of Reorganization (DCA Total Return Fund), Agreement and Plan of Reorganization (Financial Investors Trust), Agreement and Plan of Reorganization (Financial Investors Trust)

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible (the “Liquidation Date”): (a) the each Selling Fund will distribute in complete liquidation of the Selling Fund, pro rata by class to its shareholders stockholders of record, determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “Selling Fund ShareholdersStockholders”), all of the Acquiring Fund Shares received by the Selling Fund pursuant to Section 1.1; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the respective Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Fund ShareholdersStockholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholdersstockholders. All issued and outstanding shares of the Selling Fund will simultaneously be canceled on the books of the Selling Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.

Appears in 3 contracts

Sources: Agreement and Plan of Reorganization (Boulder Growth & Income Fund), Agreement and Plan of Reorganization (Lola Brown Trust 1b), Agreement and Plan of Reorganization (Boulder Growth & Income Fund)

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible conveniently practicable (the "Liquidation Date"): (a) the Selling Fund will distribute in complete liquidation of the Selling Fund, pro rata by class to its shareholders of record, determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the "Selling Fund Shareholders"), all of the Acquiring Fund Shares received by the Selling Fund pursuant to Section paragraph 1.1; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 paragraph 1.9 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Selling Fund will simultaneously be canceled on the books of the Selling Fund. The Acquiring acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.

Appears in 2 contracts

Sources: Agreement and Plan of Reorganization (Federated Equity Funds), Agreement and Plan of Reorganization (Money Market Obligations Trust /New/)

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible possible, but no later than six (6) months after the Closing Date (the “Liquidation Date”): (a) the Selling Fund will distribute in complete liquidation of the Selling Fund, pro rata by class to its shareholders of record, record determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “Selling Fund Shareholders”), all of the Acquiring Fund Shares received by the Selling Fund pursuant to Section 1.1; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders, as determined in accordance with Section 2.3 below. The Acquiring Fund shall have no obligation under this Agreement to inquire as to the validity, propriety or correctness of such records, and shall assume that such records are valid, proper and correct. All issued and outstanding shares of the Selling Fund will simultaneously be redeemed by the Selling Trust and canceled on the books of the Selling Fundits books. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.

Appears in 2 contracts

Sources: Reorganization Agreement (Financial Investors Trust), Agreement and Plan of Reorganization (Financial Investors Trust)

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible conveniently practicable (the "Liquidation Date”): "), (a) the Selling Acquired Fund will liquidate and distribute in complete liquidation of the Selling Fund, pro rata by class to its the Acquired Fund's shareholders of recordrecord (the "Acquired Fund Shareholders"), determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “Selling Fund Shareholders”below), all of the Acquiring Fund Shares received by the Selling Acquired Fund pursuant to Section paragraph 1.1; and (b) the Selling Acquired Fund will thereupon proceed to dissolve and terminate as set forth in Section paragraph 1.8 below. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name names of the Selling Acquired Fund Shareholders, Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Selling Acquired Fund will simultaneously be canceled on the books of the Selling Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such transferexchange.

Appears in 2 contracts

Sources: Agreement and Plan of Reorganization (Touchstone Variable Series Trust), Agreement and Plan of Reorganization (Touchstone Funds Group Trust)

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible practicable (the “Liquidation Date”): ), (a) the Selling Acquired Fund will completely liquidate and distribute in complete liquidation of the Selling Fund, pro rata by class to its the Acquired Fund’s shareholders of recordrecord of each class, determined as of the close of business on the Valuation Date (as defined in Section 2.1) Closing (the “Selling Acquired Fund Shareholders”), all of the Acquiring Fund Shares of the corresponding class received by the Selling Acquired Fund pursuant to Section paragraph 1.1; and (b) the Selling Acquired Fund will thereupon proceed to dissolve and terminate as set forth in Section paragraph 1.8 below. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name names of the Selling Acquired Fund Shareholders, Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Selling Acquired Fund will simultaneously be canceled on the books of the Selling Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such transferexchange.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Touchstone Funds Group Trust)

LIQUIDATION AND DISTRIBUTION. On or as soon after the its Closing Date as is possible conveniently practicable (the "Liquidation Date"): (a) the each Selling Fund will distribute in complete liquidation of the Selling Fund, pro rata by class to its shareholders of record, determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the "Selling Fund Shareholders"), all of the Acquiring Fund Shares received by the Selling Fund pursuant to Section 1.1; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 1.9 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Selling Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Fund Shareholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Selling Fund will simultaneously be canceled on the books of the Selling Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Alleghany Funds)

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible conveniently practicable (the "Liquidation Date”): "), (a) the Selling Acquired Fund will liquidate and distribute in complete liquidation of the Selling Fund, pro rata by class to its the Acquired Fund's shareholders of record, determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “Selling "Acquired Fund Shareholders"), all of the Acquiring Fund Shares received by the Selling Acquired Fund pursuant to Section paragraph 1.1; and (b) the Selling Acquired Fund will thereupon proceed to dissolve and terminate as set forth in Section paragraph 1.8 below. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name names of the Selling Acquired Fund Shareholders, Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Selling Acquired Fund will simultaneously be canceled on the books of the Selling Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such transferexchange.

Appears in 1 contract

Sources: Reorganization Agreement (Touchstone Strategic Trust)

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible (the “Liquidation Date”): (a) the Selling Acquired Fund will distribute in complete liquidation of the Selling Acquired Fund, pro rata by class to its shareholders stockholders of record, determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “Selling Acquired Fund ShareholdersStockholders”), all of the Acquiring Fund Shares received by the Selling Acquired Fund pursuant to Section 1.1; and (b) the Selling Acquired Fund will thereupon proceed to dissolve and terminate as set forth in Section 1.8 below. Such distribution will be accomplished by the transfer of Acquiring Fund Shares credited to the account of the Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name of the Selling Acquired Fund ShareholdersStockholders, and representing the respective pro rata number of Acquiring Fund Shares due such shareholdersstockholders. All issued and outstanding shares of the Selling Acquired Fund will simultaneously be canceled on the books of the Selling Acquired Fund. The Acquiring Fund shall not issue certificates representing Acquiring Fund Shares in connection with such transfer.

Appears in 1 contract

Sources: Reorganization Agreement (Madison Covered Call & Equity Strategy Fund)

LIQUIDATION AND DISTRIBUTION. On or as soon after the Closing Date as is possible conveniently practicable (the “Liquidation Date”): ), (a) the Selling Acquired Fund will liquidate and distribute in complete liquidation of the Selling Fund, pro rata by class to its the Acquired Fund’s shareholders of record, determined as of the close of business on the Valuation Date (as defined in Section 2.1) (the “Selling Acquired Fund Shareholders”), all of the Acquiring Fund Shares received by the Selling Acquired Fund pursuant to Section paragraph 1.1; and (b) the Selling Acquired Fund will thereupon proceed to dissolve and terminate as set forth in Section paragraph 1.8 below. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Selling Acquired Fund on the books of the Acquiring Fund to open accounts on the share records of the Acquiring Fund in the name names of the Selling Acquired Fund Shareholders, Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Selling Acquired Fund will simultaneously be canceled on the books of the Selling Acquired Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such transferexchange.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Touchstone Strategic Trust)