Common use of LIQUIDATION AND DISTRIBUTION Clause in Contracts

LIQUIDATION AND DISTRIBUTION. As soon after the Closing Date as is conveniently practicable (the "Liquidation Date"), (a) the Selling Fund will liquidate and distribute pro rata to the Selling Fund's shareholders of record, determined as of the close of business on the Closing Date (the "Selling Fund Shareholders"), the Acquiring Fund Shares received by the Selling Fund pursuant to paragraph 1.1. and (b) the Selling Fund will thereupon proceed to dissolve as set forth in 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 Fund on the books of the Acquiring Fund, to open accounts on the share records of the Acquiring Fund in the names of the Selling Fund Shareholders and representing the respective pro rata number of the 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 the Acquiring Fund Shares in connection with such exchange. 1.5

Appears in 8 contracts

Samples: Agreement and Plan of Reorganization (Evergreen Investment Trust), Agreement and Plan of Reorganization (Evergreen Money Market Trust), Agreement and Plan of Reorganization (Evergreen Investment Trust)

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LIQUIDATION AND DISTRIBUTION. As On or as soon after the Closing Date as is conveniently practicable (the "Liquidation Date"), (a) the Selling Fund will liquidate and distribute pro rata to the Selling Fund's ’s shareholders of record, determined as of the close of business on the Closing Valuation Date (the "Selling Fund Shareholders"), the Acquiring Fund Shares received by the Selling Fund pursuant to paragraph 1.1. ; and (b) the Selling Fund will thereupon proceed to dissolve terminate as set forth in 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 Fund on the books of the Acquiring Fund, Fund to open accounts on the share records of the Acquiring Fund in the names of the Selling Fund Shareholders and representing the respective pro rata number of the 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 the Acquiring Fund Shares in connection with such exchange. 1.5.

Appears in 8 contracts

Samples: Form of Agreement and Plan of Reorganization (Huntington Funds), Form of Agreement and Plan of Reorganization (Huntington Funds), Form of Agreement and Plan of Reorganization (Huntington Funds)

LIQUIDATION AND DISTRIBUTION. As On or as soon after the Closing Date as is conveniently practicable (the "Liquidation Date"), (a) the Selling Fund will liquidate and distribute pro rata to the Selling Fund's shareholders of record, determined as of the close of business on the Closing Valuation Date (the "Selling Fund Shareholders"), the Acquiring Fund Shares received by the Selling Fund pursuant to paragraph 1.1. ; and (b) the Selling Fund will thereupon proceed to dissolve terminate as set forth in 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 Fund on the books of the Acquiring Fund, Fund to open accounts on the share records of the Acquiring Fund in the names of the Selling Fund Shareholders and representing the respective pro rata number of the 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 the Acquiring Fund Shares in connection with such exchange. 1.5.

Appears in 5 contracts

Samples: Form of Agreement and Plan of Reorganization (Touchstone Funds Group Trust), Agreement and Plan of Reorganization (Touchstone Strategic Trust), Agreement and Plan of Reorganization (Touchstone Strategic Trust)

LIQUIDATION AND DISTRIBUTION. As soon after the Closing Merger Date as is conveniently practicable (the "Liquidation Date"), (a) the Selling Fund will liquidate and distribute pro rata to the Selling Fund's shareholders of record, determined as of the close of business on the Closing Merger Date (the "Selling Fund Shareholders"), the Acquiring Fund Shares received by the Selling Fund pursuant to paragraph 1.1. and (b) the Selling Fund will thereupon proceed to dissolve as set forth in 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 Fund on the books of the Acquiring Fund, to open accounts on the share records of the Acquiring Fund in the names of the Selling Fund Shareholders and representing the respective pro rata number of the 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 Trust does not issue certificates representing the Acquiring Fund Shares in connection with such exchange. 1.5its shares.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Mosaic Tax-Free Trust), Agreement and Plan of Merger (Mosaic Tax-Free Trust), Agreement and Plan of Merger (Mosaic Income Trust)

LIQUIDATION AND DISTRIBUTION. As On or as soon after the Closing Date as is conveniently practicable practicable, but in no event later than 12 months after the Closing Date (the "Liquidation Date"), ): (a) the Selling Fund will liquidate and distribute in complete liquidation of the Selling Fund, pro rata to the Selling Fund's its shareholders of record, determined as of the close of business on the Closing Valuation Date (as defined in paragraph 2.1) (the "Selling Fund Shareholders"), all of the Acquiring Fund Shares received by the Selling Fund pursuant to paragraph 1.1. ; and (b) the Selling Fund will thereupon proceed to dissolve and terminate as set forth in paragraph 1.8 1.9 below. Such liquidation and distribution will be accomplished by the transfer of the Acquiring Fund Shares then credited to the account of the Selling Fund on the books of the Acquiring Fund, Fund to open accounts on the share records of the Acquiring Fund in the names name of the Selling Fund Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such shareholders. The Acquiring Fund shall assume the share records received from the Selling Fund are valid, current and accurate and that such transfers to shareholders are valid, proper and correct. 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 the Acquiring Fund Shares in connection with such exchange. 1.5transfer.

Appears in 2 contracts

Samples: Form of Agreement and Plan of Reorganization (Janus Investment Fund), Form of Agreement and Plan of Reorganization (Janus Investment Fund)

LIQUIDATION AND DISTRIBUTION. As On or as soon after the Closing Date as is conveniently practicable (the "Liquidation Date"), (a) the Selling Fund will liquidate and distribute pro rata to the Selling Fund's shareholders of record, determined as of the close of business on the Closing Valuation Date (the "Selling Fund Shareholders"), the Acquiring Fund Shares received by the Selling Fund pursuant to paragraph 1.1. ; and (b) the Selling Fund will thereupon proceed to dissolve terminate as set forth in 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 Fund on the books of the Acquiring Fund, Fund to open accounts on the share records of the Acquiring Fund in the names of the Selling Fund Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such shareholdersShareholders. 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 the Acquiring Fund Shares in connection with such exchange. 1.5.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Touchstone Variable Series Trust), Agreement and Plan of Reorganization (Touchstone Variable Series Trust)

LIQUIDATION AND DISTRIBUTION. As On or as soon after the Closing Date as is conveniently practicable (the "Liquidation Date"), (a) the Selling Transferring Fund will liquidate and distribute pro rata to the Selling Transferring Fund's ’s shareholders of record, determined as of the close of business on the Closing Valuation Date (the "Selling “Transferring Fund Shareholders"), the Acquiring Fund Shares received by the Selling Transferring Fund pursuant to paragraph 1.1. ; and (b) the Selling Transferring Fund will thereupon proceed to dissolve terminate as set forth in 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 Transferring Fund on the books of the Acquiring Fund, Fund to open accounts on the share records of the Acquiring Fund in the names of the Selling Transferring Fund Shareholders and representing the respective pro rata number of the Acquiring Fund Shares due such shareholders. All issued and outstanding shares of the Selling Transferring Fund will simultaneously be canceled on the books of the Selling Transferring Fund. The Acquiring Fund shall not issue certificates representing the Acquiring Fund Shares in connection with such exchange. 1.5.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Coventry Group)

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LIQUIDATION AND DISTRIBUTION. As soon after the Closing Date as is conveniently practicable (the "Liquidation Date"), (a) the Selling Fund will liquidate and distribute pro rata to the Selling Fund's shareholders of record, determined as of the close of business on the Closing Date (the "Selling Fund Shareholders"), the Acquiring Fund Shares received by the Selling Fund pursuant to paragraph 1.1. and (b) the Selling Fund will thereupon proceed to dissolve as set forth in 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 Fund on the books of the Acquiring Fund, to open accounts on the share records of the Acquiring Fund in the names of the Selling Fund Shareholders and representing the respective pro rata number of the 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 the Acquiring Fund Shares in connection with such exchange. 1.5.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Evergreen Investment Trust)

LIQUIDATION AND DISTRIBUTION. As On or as soon after the Closing Date as is conveniently practicable (the "Liquidation Date"), (a) the Selling Acquired Fund will liquidate and distribute pro rata to the Selling Acquired Fund's ’s shareholders of record, determined as of the close of business on the Closing Date (the "Selling “Acquired Fund Shareholders"), the Acquiring Fund Shares received by the Selling Acquired Fund pursuant to paragraph 1.1. ; and (b) the Selling Acquired Fund will thereupon proceed to dissolve terminate as set forth in 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, Fund to open accounts on the share records of the Acquiring Fund in the names of the Selling Acquired Fund 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 exchange. 1.5.

Appears in 1 contract

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

LIQUIDATION AND DISTRIBUTION. As soon after the Closing Merger Date as is conveniently practicable (the "Liquidation Date"), (a) the Selling Fund will liquidate and distribute pro rata to the Selling Fund's shareholders of record, determined as of the close of business on the Closing Merger Date (the "Selling Fund Shareholders"), the Acquiring Fund Shares received by the Selling Fund pursuant to paragraph 1.1. and (b) the Selling Fund will thereupon proceed to dissolve as set forth in 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 Fund on the books of the Acquiring Fund, to open accounts on the share records of the Acquiring Fund in the names of the Selling Fund Shareholders and representing the respective pro rata number of the 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 Trusts do not issue certificates representing the Acquiring Fund Shares in connection with such exchange. 1.5their shares.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mosaic Equity Trust)

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