SPECIAL MEETING OF SHAREHOLDERS; DISSOLUTION. (a) Xxxxxxxxxx II agrees to call a special meeting of shareholders of the Acquired Fund as soon as is practicable for the purpose of considering the transfer of all of the Assets, subject to Stated Liabilities, of the Acquired Fund to the Acquiring Fund as herein provided, authorizing and approving this Agreement, and authorizing and approving the liquidation and dissolution of the Acquired Fund, and it shall be a condition to the obligations of each of the parties hereto that the holders of shares of beneficial interest, $0.01 par value, of the Acquired Fund shall have approved this Agreement, and the transactions contemplated herein, including the liquidation and dissolution of the Acquired Fund, in the manner required by law and Xxxxxxxxxx II's Declaration of Trust at such a meeting on or before the Valuation Time. Certified copies of the resolutions evidencing such approval shall be promptly delivered to GMF after such special meeting.
SPECIAL MEETING OF SHAREHOLDERS; DISSOLUTION. (a) Large Cap Growth VIF will agree to call a special meeting of the shareholders as soon as is practicable after the effective date of the Registration Statement for the purpose of considering the sale of all of the assets of Large Cap Growth VIF to and the assumption of all of the liabilities of Large Cap Growth VIF by Large Cap VIF as herein provided, and approving this Plan, and it shall be a condition to the obligations of each of the parties hereto that the holders of the Shares of Large Cap Growth VIF shall have approved this Plan and the transaction contemplated herein in the manner required by law and BB&T Variable Insurance Funds' Declaration of Trust and Bylaws at such a meeting on or before the Valuation Time.
SPECIAL MEETING OF SHAREHOLDERS; DISSOLUTION. (a) Company agrees to call a Special Meeting of its shareholders as soon as is practicable for the purpose of considering the transfer of all of the assets of Company to, and the assumption of all of the liabilities of Company by,the Acquiring Series as herein provided, authorizing and approving this Agreement, and authorizing and approving the liquidation and dissolution of Company, and it shall be a condition to the obligations of each of the parties hereto that the holders of capital stock, par value $.001, of Company shall have approved this Agreement, and the transactions contemplated herein, including the liquidation and dissolution of Company, in the manner required by law and Company's Articles of Incorporation at such a meeting on or before the Valuation Time.
SPECIAL MEETING OF SHAREHOLDERS; DISSOLUTION. (a) Advisors agrees to call a special meeting of the shareholders of the Sterling Fund as soon as is practicable after the effective date of the Registration Statement for the purpose of considering the sale of all of the assets of the Sterling Fund to and the assumption of all of the liabilities of the Sterling Fund by the BB&T Fund as herein provided, approving this Agreement, and authorizing the liquidation and dissolution of the Sterling Fund, and, except as set forth in Section 13, it shall be a condition to the obligations of each of the parties hereto that the holders of the Shares of the Sterling Fund shall have approved this Agreement and the transactions contemplated herein in the manner required by law and Advisors' Declaration of Trust and Bylaws at such a meeting on or before the Valuation Time.
SPECIAL MEETING OF SHAREHOLDERS; DISSOLUTION. (a) NIF agrees to call a special meeting of its shareholders as soon as is practicable for the purpose of considering the transfer of all of the assets of NIF to, and the assumption of all of the liabilities of NIF by, the Acquiring Series as herein provided, authorizing and approving this Agreement, and authorizing and approving the liquidation and dissolution of NIF, and it shall be a condition to the obligations of each of the parties hereto that the holders of shares of beneficial interest, par value $1.00 per share, of NIF shall have approved this Agreement, and the transactions contemplated herein, including the liquidation and dissolution of NIF, in the manner required by law and NIF's Amended Trust Indenture at such a meeting on or before the Valuation Time. (b) NIF agrees that the liquidation and dissolution of NIF will be effected in the manner provided in NIF's Amended Trust Indenture and in accordance with applicable law, and that it will not make any constructive distribution of any Acquiring Series Shares to the shareholders of NIF without first paying or adequately providing for the payment of all of NIF's known debts, obligations and liabilities. (c) Each of NIF and NIF III will cooperate with the other, and each will furnish to the other the information relating to itself required by the 1934 Act and 1940 Act and the rules and regulations thereunder to be set forth in the N-14-Registration Statement, including the N-14 Prospectus and N-14 Proxy Statement included therein. 8.
SPECIAL MEETING OF SHAREHOLDERS; DISSOLUTION. (a) Kent agrees to call a -------------------------------------------- special meeting of the shareholders of each Kent Fund as soon as is practicable after the effective date of the Registration Statement for the purpose of considering the sale of all of the assets of each Kent Fund to and the assumption of all of the liabilities of each Kent Fund by the corresponding Fifth Third Fund as herein provided, approving this Agreement, and authorizing the liquidation and dissolution of each Kent Fund, and, except as set forth in Section 13, it shall be a condition to the obligations of each of the parties hereto that the holders of the Kent Shares of each Kent Fund shall have approved this Agreement and the transactions contemplated herein in the manner required by law and Kent's Articles of Incorporation and Bylaws at such a meeting on or before the Valuation Time.
SPECIAL MEETING OF SHAREHOLDERS; DISSOLUTION. (a) CGST agrees to call a special meeting of its shareholders as soon as is practicable after the effective date of the Registration Statement for the purpose of considering the sale of all of the assets of CGST to and the assumption of all of the liabilities of CGST by the Acquiring Series as herein provided, authorizing and approving this Agreement, and authorizing and approving the liquidation and dissolution of CGST, and it shall be a condition to the obligations of each of the parties hereto that the holders of shares of beneficial interest, par value $.01 per share, of CGST shall have approved this Agreement, and the transactions contemplated herein, including the liquidation and dissolution of CGST, in the manner required by law and CGST'S Amended Declaration of Trust at such a meeting on or before the Valuation Time.
SPECIAL MEETING OF SHAREHOLDERS; DISSOLUTION. (a) Maxus Equity agrees -------------------------------------------- to call a special meeting of the shareholders as soon as is practicable after the effective date of the Registration Statement for the purpose of considering the sale of all of the assets of Maxus Equity to and the assumption of all of the liabilities of Maxus Equity by Fifth Third Multicap Value as herein provided, approving this Agreement, and authorizing the liquidation and dissolution of Maxus Equity, and, except as set forth in Section 13, it shall be a condition to the obligations of each of the parties hereto that the holders of the Maxus Shares of Maxus Equity shall have approved this Agreement and the transactions contemplated herein in the manner required by law and Maxus Equity's Declaration of Trust and Bylaws at such a meeting on or before the Valuation Time.
SPECIAL MEETING OF SHAREHOLDERS; DISSOLUTION. (a) Arbor agrees to call a special meeting of the shareholders of each OVB Fund as soon as is practicable after the effective date of the Registration Statement for the purpose of considering the sale of all of the assets of each OVB Fund to and the assumption of all of the liabilities of each OVB Fund by the corresponding BB&T Fund as herein provided, approving this Agreement, and authorizing the liquidation and dissolution of each OVB Fund, and, except as set forth in Section 13, it shall be a condition to the obligations of each of the parties hereto that the holders of the OVB Shares of each OVB Fund shall have approved this Agreement and the transactions contemplated herein in the manner required by law and Arbor's Declaration of Trust and Bylaws at such a meeting on or before the Valuation Time.
SPECIAL MEETING OF SHAREHOLDERS; DISSOLUTION. (a) Pegasus agrees to call a special meeting of the shareholders of each Pegasus Fund as soon as is practicable after the effective date of the Registration Statement for the purpose of considering the sale of all of the assets of each Pegasus Fund to and the assumption of all of the liabilities of each Pegasus Fund by the corresponding One Group Fund as herein provided, adopting this Agreement, and authorizing the liquidation and dissolution of any Pegasus Fund, and, except as set forth in Section 13, it shall be a condition to the obligations of each of the parties hereto that the holders of the shares of beneficial interest of each Pegasus Fund, and each class of shares of each Pegasus Fund if such is required under the 1940 Act, shall have approved this Agreement and the transactions contemplated herein in the manner required by law and Pegasus's Declaration of Trust at such a meeting on or before the Valuation Time.
