Plan of Exchange. Section III.1
Plan of Exchange a) Subject to the terms and conditions set forth herein, the Fund shall assign, transfer and convey its assets, including all securities and cash held by the Fund (subject to the liabilities of the Fund which shall be assumed by the Successor Fund) to the Successor Fund, and the Successor Fund shall acquire all of the assets of the Fund (subject as aforesaid to the liabilities of the Fund) in exchange for full and fractional shares of beneficial interest of the Successor Fund (the "Successor Fund Shares"), to be issued by the Federated Trust, in an aggregate number equal to the number of shares of the Fund then outstanding, and having an aggregate net asset value equal to the net assets of the Fund. The value of the assets of the Fund and the net asset value per share of the Successor Fund Shares shall be computed as of the close of the New York Stock Exchange (normally 4:00 p.m. Eastern time) on the Exchange Date (as hereinafter defined) (such time and date being hereinafter called the "Valuation Time") in accordance with the procedures for determining the value of the Successor Fund's assets set forth in the Successor Fund's organizational documents and the then-current prospectus and statement of additional information for the Successor Fund that forms a part of the Successor Fund's Registration Statement on Form N-1A (the "Registration Statement"). Successor Fund will not issue certificates representing Successor Fund Shares in connection with the Reorganization. In lieu of delivering certificates for the Successor Fund Shares, the Federated Trust shall credit the Successor Fund Shares to the Fund's account on the share record books of the Federated Trust and shall deliver a confirmation thereof to the Fund. The Fund shall then deliver written instructions to the Federated Trust's transfer agent to establish accounts for the shareholders on the share record books relating to the Successor Fund. b) When the Successor Fund Shares are distributed pursuant to paragraph 1(a), all outstanding shares of the Fund, including any represented by certificates, shall be canceled on the Fund's share transfer books. No redemption or repurchase of Successor Fund Shares credited to a shareholder's account in respect of shares of the Fund represented by unsurrendered share certificates shall be permitted until such certificates have been surrendered to the Federated Trust for cancellation or, if such certificates are lost or misplaced, lost certificate affidavits and/or...
Plan of Exchange. (a) Subject to the terms and conditions set forth herein and on the basis of the representations and warranties contained herein:
Plan of Exchange. The exchange will be comprised of the acquisition by the Fund of substantially all of the properties and assets of each Partnership (the “Assets”), including without limitation all cash, cash equivalents, securities, receivables (including interest and dividend receivables), claims and rights of action, rights to register shares under applicable securities laws, books and records, prepaid expenses shown as assets on each Partnership’s books and other property or assets owned by each Partnership at the Exchange Date (as defined in Section 6 below), in exchange for common shares of beneficial interest of the Trust relating to the Fund (the “Fund Shares”), and the subsequent distribution to the partners of each Partnership (the “Partners”), of all of the Fund Shares received by such Partnership in exchange for their interests in the respective Partnership (“Interests”) as a distribution, or one of a series of distributions, in complete liquidation of all such Interests, all upon and subject to the terms set forth in this Agreement (the “Exchange”). The Fund will not assume any of a Partnership’s liabilities, debts, obligations or duties of any kind, whether absolute, accrued, contingent, known, unknown or otherwise (the “Liabilities”), except for accounts payable for securities purchased. Upon each Partnership’s distribution of its Fund Shares, each Partner in such Partnership will be entitled to receive Fund Shares in accordance with their Interests in the Partnership owned by such Partner immediately prior to the Exchange and in accordance with the Limited Partnership Agreement of such Partnership (the “LP Agreement”). Any assets retained by a Partnership in excess of amounts needed to pay or provide for accrued Liabilities will be distributed to its Partners of record as of the Exchange Date (as defined in Section 6 below) in accordance with their Interests in the Partnership immediately prior to the Exchange and the LP Agreement of the respective Partnership as a distribution, or one of a series of distributions, in complete liquidation of all such Interests. After the distribution of any such excess amounts and the Fund Shares, each Partnership will be completely liquidated and dissolved as soon as reasonably possible in accordance with applicable law and the LP Agreement.
Plan of Exchange. Section 3.01 The Exchange CORP shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, 100% of all shares of CORP. In exchange for the transfer of SAID Assets the CORP Shareholders, IACH shall issue to CORP: 5,000,000 IACH Common Shares for purposes of this Agreement, all accounting terms such as "assets", "tangible", "liabilities", "net income", etc. shall be determined by reference to U.S. generally accepted accounting principles, consistently applied, as interpreted or modified by Regulation S-X promulgated under the Securities Exchange Act of 1934, and shall not include the cumulative effect of accounting changes, changes or additional resulting from the transactions contemplated hereby, changes in accounting principles. All shares of this agreement shall be issued under the security laws of 1934 as and shall carry a restricted legend.
Plan of Exchange. The Parties to this Agreement agree that this Agreement shall constitute a plan of exchange.
Plan of Exchange. The Parties to this Agreement agree that this Agreement shall constitute a plan of exchange, and, on the Closing Date, shall cause the execution of Articles of Exchange in substantially the form attached hereto as Exhibit B (the “Articles of Exchange”). The Articles of Exchange shall be filed with the Secretary of State of Nevada within fifteen (15) business days of the Closing Date in accordance with such state’s business laws.
Plan of Exchange. The exchange will be comprised of the acquisition by the Fund of substantially all of the properties and assets of the Partnership (the "Assets"), including without limitation all cash, cash equivalents, securities, receivables (including interest and dividend receivables), claims and rights of action, rights to register shares under applicable securities laws, books and records, deferred and prepaid expenses shown as assets on the Partnership's books and other property or assets owned by the Partnership at the Exchange Date (as defined in Section 6 below), in exchange for shares of beneficial interest of the Trust relating to the Fund (the "Fund Shares"), and the subsequent distribution to the partners of the Partnership (the "Partners"), of all of the Fund Shares received in exchange for their interests in the Partnership ("Interests"), all upon and subject to the terms set forth in this Agreement (the "Exchange"). The Fund will not assume any of the Partnership's liabilities, debts, obligations or duties of any kind, whether absolute, accrued, contingent, known, unknown or otherwise (the "Liabilities"). Upon the Partnership's distribution of its Fund Shares, each Partner in the Partnership will be entitled to receive Fund Shares in proportion to the Interests owned by such Partner prior to the Exchange. Any assets retained by the Partnership in excess of amounts needed to pay or provide for accrued Liabilities will be distributed to its Partners of record as of the Exchange Date (as defined in Section 6 below). After the distribution of any such excess amounts, and the Fund Shares, the Partnership will be completely liquidated and dissolved. AGREEMENT In consideration of the following covenants and agreements, the Partnership, the Trust, the General Partner and the Adviser agree as follows: 1.
Plan of Exchange. (a) Subject to the terms and conditions set forth herein, the Acquired Fund shall assign, transfer and convey its assets, including all securities and cash held by the Acquired Fund to the Acquiring Fund, and the Acquiring Fund shall acquire all of the assets of the Acquired Fund in exchange for full and fractional Class A, B and C Shares of the Acquiring Fund (the "Acquiring Fund Shares"), to be issued by Federated Equity Funds, having an aggregate net asset value equal to the value of the net assets of the Acquired Fund. The value of the assets of the Acquired Fund and the net asset value per share of the Acquiring Fund Shares shall be computed as of the close of the New York Stock Exchange (normally 4:00 p.m. Eastern time) on the Exchange Date (such time and date being hereinafter called the "Valuation Time") in accordance with the procedures for determining the value of the Acquiring Fund's assets set forth in the Acquiring Fund's organizational documents and the then-current prospectus and statement of additional information for the Acquiring Fund that forms a part of the Acquiring Fund's Registration Statement on Form N-1A (the "Registration Statement"). In lieu of delivering certificates for the Acquiring Fund Shares, Federated Equity Funds shall credit the Acquiring Fund Shares to the Acquired Fund's account on the share record books of Federated Equity Funds and shall deliver a confirmation thereof to the Acquired Fund. The Acquired Fund shall then deliver written instructions to Federated Equity Funds' transfer agent to establish accounts for the shareholders on the share record books relating to the Acquiring Fund.
Plan of Exchange. This Agreement is intended to constitute ---------------- a "plan of reorganization" within the meaning of section 1.368-2(g) of the income tax regulations promulgated under the Code. From and after the date of this Agreement and until the Effective Time, each party hereto shall use its reasonable best efforts to cause the Exchange to qualify, and will not knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken which action or failure to act could prevent the Exchange from qualifying, as a reorganization under the provisions of section 368(a) of the Code. Following the Effective Time, neither Pathogenics nor any of its affiliates shall knowingly take any action, cause any action to be taken, fail to take any action or cause any action to fail to be taken, which action or failure to act could cause the Exchange to fail to qualify as a reorganization under section 368(a) of the Code.
