Acquiring Fund Preferred Shares definition

Acquiring Fund Preferred Shares shall have the meaning assigned to such term in Section 2(k). (h) "Advisor" means RMR Advisors, Inc. (i) "Agreement" shall have the meaning assigned to such term in the preamble. (j) "Closing Date" shall have the meaning assigned to such term in Section 8(a). (k) "Code" means the Internal Revenue Code of 1986, as amended. (l) "Commission" means the Securities and Exchange Commission. (m) "Fund" or "Funds" shall have the meaning assigned to such terms in the preamble. (n) "GAAP" means United States generally accepted accounting principles and practices as in effect from time to time and applied consistently throughout the periods involved. (o) "Indemnified Party" shall have the meaning assigned to such term in Section 13(a). (p) "Indemnitor" shall have the meaning assigned to such term in Section 13(a). (q) "Loss" or "Losses" shall have the meanings assigned to such terms in Section 13(a). (r) "NYSE Amex" means NYSE Amex LLC. (s) Reserved. (t) "Proxy Statement/Prospectus" shall have the meaning assigned to such term in Section 2(j). (u) "Registration Statement" shall have the meaning assigned to such term in Section 2(j). (v) "Reorganization" shall have the meaning assigned to such term in Section 4(a). (w) "RIC" means a regulated investment company under Section 851 of the Code. (x) "RMR Fund" or "RMR Funds" shall have the meaning assigned to such terms in the recitals. (y) "Shareholder Meeting" shall have the meaning assigned to such term in Section 2(j). (z) "Skadden" means Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP. (aa) "Target Fund" shall have the meaning assigned to such term in the preamble. (bb) "Target Fund Closing Financial Statements" shall have the meaning assigned to such term in Section 3(e). (cc) "Target Fund Common Shares" shall have the meaning assigned to such term in Section 3(m). (dd) "Target Fund Investments" means (i) the investments of the Target Fund shown on the schedule of its investments as of the Valuation Date furnished to the Acquiring Fund and (ii) all other assets owned by the Target Fund or liabilities incurred as of the Valuation Date. (ee) "Target Fund Preferred Shares" shall have the meaning assigned to such term in Section 3(m). (ff) "Valuation Date" shall be 4:00 p.m., Eastern Time, on June 19, 2009, or such earlier or later day and time as may be mutually agreed upon in writing by the parties hereto. 2.

Examples of Acquiring Fund Preferred Shares in a sentence

• On the Closing Date, the Target Fund Common Shares and the Target Fund Preferred Shares shall be cancelled on the books of the Target Fund, will be null and void, and shall represent only the right to receive, subject to the terms and conditions of this Agreement, Acquiring Fund Common Shares, Acquiring Fund Preferred Shares and, if not paid prior to the Reorganization, any dividends payable with respect to such Target Fund Common Shares and Target Fund Preferred Shares pursuant to Section 4(c) herein.

• Pursuant to this Agreement, as soon as practicable after the Closing Date, the Target Fund will distribute (or cause to be distributed) all Acquiring Fund Common Shares and Acquiring Fund Preferred Shares it has received pursuant to the terms of this Agreement to its shareholders pro rata in exchange for their Target Fund Common Shares and Target Fund Preferred Shares.

• The holders of Target Fund Preferred Shares will recognize no gain or loss upon the exchange of their Target Fund Preferred Shares solely for Acquiring Fund Preferred Shares pursuant to the Reorganization.

• The holding period of the Acquiring Fund Preferred Shares received by each holder of Target Fund Preferred Shares pursuant to the Reorganization will include the period during which the Target Fund Preferred Shares exchanged therefor were held by such holder, provided that such Target Fund Preferred Shares are held as capital assets on the Closing Date.

• The aggregate tax basis of Acquiring Fund Preferred Shares received by each holder of Target Fund Preferred Shares pursuant to the Reorganization will be equal to the aggregate tax basis of the Target Fund Preferred Shares exchanged therefor.

• Prior to the Valuation Time, each Acquired Fund shall declare all accumulated but unpaid dividends on its Acquired Fund MTP Shares or VMTP Shares up to and including the day before the Closing Date, such dividends to be paid to the holder thereof on the dividend payment date in respect of the first dividend period of the Acquiring Fund Preferred Shares for which such Acquired Fund MTP Shares or VMTP Shares were exchanged.

• Dividends shall accumulate on the preferred shares of each Acquired Fund up to and including the day before the Closing Date (as such term is defined in Section 3.1) and then cease to accumulate, and dividends on the Acquiring Fund Preferred Shares shall accumulate from and including the Closing Date.

• The Board of Trustees of the Acquiring Fund has designated its Acquiring Fund Preferred Shares as several series, including “Dutch Auction Rate Transferable Securities, Series F” (“ Acquiring Fund DARTS Series F”).