W I T N E S S E T H WHEREAS each Fund is or may be organized with one or more series of shares, each of which shall represent an interest in a separate portfolio of cash, securities and other assets (all such existing and additional series now or hereafter listed on Appendix "A" being hereinafter referred to individually, as a "Portfolio," and collectively, as the "Portfolios"); and
W I T N E S S E T H WHEREAS the Board of Trustees of the Fund at a meeting held on September 23, 2004 has approved a reduction in the investment management fee payable by the Fund to the Adviser; and
W I T N E S S E T H WHEREAS each of the Funds desire to appoint the Custodian as its custodian for the purpose of establishing and administering one or more joint trading accounts or subaccounts thereof (individually, an "Account" and collectively, the "Accounts") and holding cash and securities for the Funds in connection with repurchase transactions effected through the Accounts; and WHEREAS, one or more of the Funds may, from time to time, enter into one or more written repurchase agreements pursuant to which one or more of the Funds agrees to purchase and resell, and the sellers named in such agreements agree to sell and repurchase through the Accounts, certain securities (collectively, the "Securities") (such repurchase agreements being hereinafter referred to, collectively, as the "Repurchase Agreements"); and
W I T N E S S E T H WHEREAS the Trust is an open-end, diversified management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and
W I T N E S S E T H WHEREAS the Fund is a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act); and
W I T N E S S E T H WHEREAS on January 21, 1999 (the "Rights Dividend Declaration Date"), the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as hereinafter defined) for each share of common stock, par value $0.01 per share, of the Company (the "Common Stock") outstanding at the close of business on February 16, 1999 (the "Record Date"), and has authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(i) or Section 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as hereinafter defined) each Right initially representing the right to purchase one one-hundredth of a share of Series A Junior Participating Preferred Stock of the Company (the "Preferred Stock") having the rights, powers and preferences set forth in the form of Certificate of Designation, Preferences and Rights attached hereto as Exhibit A, upon the terms and subject to the conditions hereinafter set forth (the "Rights");
W I T N E S S E T H WHEREAS the Stockholder is a stockholder of Innotech, Inc., a Delaware corporation (the "Company"), and is also a key executive officer of the Company; and
W I T N E S S E T H WHEREAS on February 13, 1996, the Board of Directors of the Company authorized and declared a dividend distribution of one Right (as such term is hereinafter defined) for each share of common stock, without par value, of the Company (the "Common Stock") outstanding at the close of business on March 25, 1996 (the "Record Date"), and has authorized the issuance of one Right (as such number may hereinafter be adjusted pursuant to the provisions of Section 11(p) hereof) for each share of Common Stock of the Company issued between the Record Date (whether originally issued or delivered from the Company's treasury) and the Distribution Date (as such term is defined in Section 3 hereof) and, in certain circumstances, as provided in Section 22 hereof, each Right initially representing the right to purchase one share of Common Stock upon the terms and subject to the conditions hereinafter set forth (the "Rights");
W I T N E S S E T H WHEREAS the respective Boards of Directors of the Company, Buyer, Reckson and Crescent have each approved this Agreement and the merger of the Company with and into Buyer (with Buyer being the surviving entity) (the "Merger"), upon the terms and subject to the conditions set forth herein, and in accordance with the Maryland General Corporation Law (the "MGCL") and the Delaware Limited Liability Company Act (the "DLLCA"), whereby each issued and outstanding share of common stock, par value $.01 per share, of the Company (the "Company Common Stock") (other than shares owned directly or indirectly by Buyer, any Subsidiary (as defined in Section 3.5(a) hereof) of Buyer or by the Company or any wholly-owned Subsidiary of the Company immediately prior to the Effective Time (as defined in Section 1.1(b) hereof) and other than Dissenting Shares (as defined in Section 1.10 hereof)), will, upon the terms and subject to the conditions and limitations set forth herein, at the election of the holders thereof either (A) be converted into (i) .3523 (the "Crescent Exchange Ratio") of a share of beneficial interest, par value $.01 per share, of Crescent (for purposes of this Agreement, "Crescent Common Stock"); provided that if the average closing price for the shares of Crescent Common Stock on the New York Stock Exchange (the "NYSE") during the fifteen consecutive trading days ending on the tenth trading day prior to the Company Special Meeting (as defined in Section 5.2(b) hereof) (the "Crescent Measured Price") is equal to or greater than 1.07 multiplied by $34.0625, then the Crescent Exchange Ratio shall be equal to the quotient of 12.84 divided by the Crescent Measured Price and (ii) .4615 (the "Reckson Exchange Ratio") of a share of common stock, par value $.01 per share, of Reckson ("Reckson Common Stock" and, together with Crescent Common Stock, "Buying Entities' Common Stock"); provided further that if the average closing price for the shares of Reckson Common Stock on the NYSE during the fifteen trading days ending on the tenth trading day prior to the Company Special Meeting (the "Reckson Measured Price") is equal to or greater than 1.07 multiplied by 26, then the Reckson Exchange Ratio shall be equal to the quotient of 12.84 divided by the Reckson Measured Price or (B) be converted into the right to receive $24 per share of Company Common Stock in cash payable to the holder thereof, without interest; WHEREAS, in connection with the Merger, the following additional tra...
W I T N E S S E T H WHEREAS the Parties entered into a shareholders’ agreement dated October 31, 2012 (the “Shareholders’ Agreement”) to govern certain of the rights, duties and obligations of the shareholders of the Company. CONSIDERANDOS CONSIDERANDO QUE as Partes celebraram um acordo de acionistas datado de 31 de outubro de 2012 (o “Acordo de Acionistas”) de forma a governar determinados direitos, deveres e obrigações dos acionistas da Companhia.
