Plan of Reorganization and Liquidation. (a) The Crabbe Huson Trust, on behalf of the Crabbe Huson Fund, shall assign, sell, convey, transfer and deliver to the New Crabbe Huson Fund at the closing provided for in Section 2 (hereinafter called the "Closing") all of the then existing assets of the Crabbe Huson Fund of every kind and nature. In consideration therefor, the Colonial Trust, on behalf of the New Crabbe Huson Fund, shall at the Closing (i) assume all of the Crabbe Huson Fund's liabilities then existing, whether absolute, accrued, contingent or otherwise, and (ii) deliver to the Crabbe Huson Fund (A) a number of full and fractional Class A New Crabbe Huson Fund Shares (as defined in Paragraph 3(i) below) equal to the number of full and fractional Primary Class shares of the Crabbe Huson Fund ("Retail Crabbe Huson Fund Shares") then outstanding which are held by holders of Retail Crabbe Huson Fund Shares ("Retail Crabbe Huson Fund Shareholders"), and (B) a number of full and fractional Class I New Crabbe Huson Fund Shares (as defined in paragraph 3(i) below) equal to the number of full and fractional Institutional Class shares of the Crabbe Huson Fund ("Institutional Crabbe Huson Fund Shares") then outstanding which are held by holders of Institutional Crabbe Huson Fund Shares ("Institutional Crabbe Huson Fund Shareholders") other than the Retail Crabbe Huson Fund Shareholders. The respective numbers of Retail Crabbe Huson Fund Shares and Institutional Crabbe Huson Fund Shares issued and outstanding and the respective numbers of Class A and Class I New Crabbe Huson Fund Shares to be issued to the Crabbe Huson Fund shall be determined by the transfer agent of the Crabbe Huson Fund (the "Transfer Agent"), as of the close of business on the New York Stock Exchange on the Closing Date (as defined in Section 2 hereof). The determination of the Transfer Agent shall be conclusive and binding on the Crabbe Huson Fund, the New Crabbe Huson Fund and their respective shareholders.
Plan of Reorganization and Liquidation. (a) At the Closing each Liquidating Corporation will convey, transfer and deliver to the Surviving Corporation all of its then existing assets. In consideration thereof, the Surviving Corporation will at the Closing (i) assume all of each Liquidating Corporation's obligations and liabilities then existing, whether absolute, accrued, contingent or otherwise, including without limitation, all fees and expenses in connection with the transactions contemplated hereby, and (ii) deliver to each Liquidating Corporation a number of full and fractional shares of the appropriate series of Surviving Corporation equal to the number of each Liquidating Corporation's full and fractional shares then outstanding.
Plan of Reorganization and Liquidation. (a) The Acquired Fund shall assign, sell, convey, transfer and deliver to the Acquiring Fund at the Closing provided for in Section 2 (the "Closing") all of its then existing assets of every kind and nature. In consideration therefor, the Acquiring Fund agrees that at the Closing (i) the Acquiring Fund shall assume all of the Acquired Fund's obligations and liabilities then existing, whether absolute, accrued, contingent or otherwise, including all unpaid fees and expenses of the Acquired Fund in connection with the transactions contemplated hereby and (ii) the Acquiring Fund shall issue and deliver to the Acquired full and fractional shares of beneficial interest of the Acquiring Fund (the "Acquiring Fund Shares") that have an aggregate net asset value equal to the value of the assets transferred to the Acquiring Fund by the Acquired Fund, less the liabilities of Acquired Fund assumed by Acquiring Fund.
Plan of Reorganization and Liquidation. (i) Income Builder agrees to and will grant, bargain, sell, convey, assign, transfer and deliver to Balanced Shares at the closing provided for in Section 2(b) (the "Closing") all of the assets, rights, claims and businesses of every kind, character and description (whether tangible or intangible, whether real, personal or mixed, whether absolute, accrued, contingent or otherwise, whether or not determinable at the time of the Closing, and wherever located) of Income Builder to the extent they exist on or after the Closing. In consideration thereof, at the Closing, Balanced Shares agrees to and will (A) assume and pay, to the extent that they exist on the Closing, all liabilities of Income Builder and (B) deliver to Income Builder the number of full and fractional Class A shares, Class B shares, Class C shares and Advisor Class share of Balanced Shares, par value $.01 per share (the "Balanced Shares shares"), equal to the number of full and fractional Class A shares, Class B shares, Class C shares and Advisor Class shares of Income Builder, par value $.001 per share (the "Income Builder shares"), determined by multiplying the number of Income Builder shares of that class by the exchange ratio as computed as set forth below, the product of such multiplication to be carried to the third decimal place. For purposes of this section, Class A, Class B, Class C and Advisor Class Income Builder shares will correspond to Class A, Class B, Class C and Advisor Class shares, respectively, of Balanced Shares. The exchange ratio for each class of Income Builder shares shall be the number determined by dividing the net asset value per share of that class of Income Builder shares by the net asset value per share of the corresponding class of the Balanced Shares shares. In each case such net asset values are to be determined on a consistent basis by the appropriate officers of Income Builder or Balanced Shares, as the case may be, as of the close of regular trading on the New York Stock Exchange, Inc. (the "Exchange") next preceding the Closing. The exchange ratio shall be carried to the fourth decimal place.
Plan of Reorganization and Liquidation. (a) The Fund shall assign, sell, convey, transfer and deliver to the Trust at the closing provided for in Section 2 (hereinafter called the "Closing") all of its then existing assets of every kind and nature. In consideration therefor, the Trust shall at the Closing (i) assume all of the Fund's obligations and liabilities then existing, whether absolute, accrued, contingent or otherwise, including without limitation all liabilities of the Fund to shareholders who elect to dissent from the transaction and effect their appraisal rights under Massachusetts law and all fees are expenses in connection with the transactions contemplated hereby and (ii) deliver to the Fund a number of full and fractional shares of beneficial interest of the Trust (the "Trust Shares") equal to the number of full and fractional shares of the Fund then outstanding.
Plan of Reorganization and Liquidation. (1) Hanover will cause each Hanover Portfolio to convey, transfer and deliver to the MFT Portfolio set forth opposite its name in the table attached hereto as Schedule I (each such MFT Portfolio being the "Corresponding MFT Portfolio" of the Hanover Portfolio set forth opposite its name, and each such Hanover Portfolio being the "Corresponding Hanover Portfolio" of the MFT Portfolio set forth opposite its name) at the closing provided for in Section 2(b) hereof (the "Closing") all of the then existing assets of such Hanover Portfolio. In consideration thereof, MFT agrees at the Closing to cause each MFT Portfolio (i) to assume and pay, to the extent that they exist on or after the Effective Time of the Reorganization (as defined in Section 2(b) hereof), all of the obligations and liabilities of its Corresponding Hanover Portfolio and (ii) to issue and deliver to the Corresponding Hanover Portfolio full and fractional shares of that series and class of MFT's shares of beneficial interest, representing Vista Shares of such MFT Portfolio ("MFT Portfolio Shares"), equal to that number of full and fractional MFT Portfolio Shares as determined in Section 2(c) hereof. Any shares of capital stock, par value $.001 per share, of the Hanover Portfolios ("Hanover Portfolio Shares") held in the treasury of Hanover on the Effective Time of the Reorganization (as defined in Section 2(b) hereof) shall thereupon be retired.
Plan of Reorganization and Liquidation. (a) The Existing Trust, on behalf of the Fund, shall assign, sell, convey, transfer and deliver to a new series of the Successor Trust (the "Successor Fund") at the Closing provided for in Section 2 (hereinafter called the "Closing") all of its then existing assets of every kind and nature. In consideration therefor, the Successor Trust, on behalf of the Successor Fund, agrees that at the Closing (i) the Successor Fund shall assume all of the Fund's obligations and liabilities then existing, whether absolute, accrued, contingent or otherwise, including all unpaid fees and expenses of the Fund in connection with the transactions contemplated hereby and (ii) the Successor Trust shall issue and deliver to the Fund a number of full and fractional shares of each class of shares of beneficial interest of the Successor Fund (the "Successor Fund Shares"), which is equal to the number of full and fractional shares of the corresponding class of shares of the Fund then outstanding.
Plan of Reorganization and Liquidation. (a) the Lxxxxx Fund, on behalf of the SGS Portfolio, shall transfer to the USG Portfolio at the closing provided for in Section 2 (the "Closing") all of the then existing assets of the SGS Portfolio of every kind and nature. In consideration therefore, the USG Portfolio shall at the Closing (i) assume all of the SGS Portfolio's liabilities then existing, whether absolute, accrued, contingent or otherwise and (ii) deliver to the SGS Portfolio that number of full and fractional USG Portfolio Class B shares equal to the number of full and fractional shares of the SGS Portfolio then outstanding. The number of shares of the SGS Portfolio issued and outstanding and the number of USG Portfolio Class B Shares to be issued to the SGS Portfolio shall be determined by TSSG, the fund accounting agent to the SGS Portfolio, at 4:00 p.m., Eastern Time, on the Closing Date (as defined in Section 2 herein) after the declaration of any dividends on that date. SSG's determination shall be conclusive and binding on the SGS Portfolio, the USG Portfolio and their respective shareholders.
Plan of Reorganization and Liquidation. (a) The Trust, on behalf of the Trust Portfolio, shall assign, sell, convey, transfer and deliver to the TEP at the closing provided for in Section 2 (hereinafter called the "Closing") all of the then existing assets of the Trust Portfolio of every kind and nature. In consideration therefor, the TEP shall at the Closing (i) assume all of the Trust Portfolio's obligations and liabilities then existing, whether absolute, accrued, contingent or otherwise, including without limitation all fees and expenses in connection with the transactions contemplated hereby and (ii) deliver to the Trust Portfolio a number of full and fractional TEP Units equal to the number of full and fractional units of the Trust Portfolio then outstanding. The number of units of the Trust Portfolio issued and outstanding and the number of TEP Units to be issued to the Trust Portfolio shall in each case be determined by the Custodian to both the Trust and TBF as of 3:30 p.m., Chicago time, on the Closing Date (as defined in Section 2). The determination of said Custodian shall be conclusive and binding on the Trust Portfolio, the TEP and their respective unitholders.
Plan of Reorganization and Liquidation. Prior to the Closing, Buyer and Seller shall adopt, and Seller shall commence and take all actions, in a timely manner, set forth in, the Plan of Reorganization and Liquidation attached hereto as Exhibit D (the “Plan of Reorganization”).
