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DOCUMENT TITLE:  TRANSACTION AGREEMENT dated as of October 19, 2009 between MORGAN STANLEY and INVESCO LTD .
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Clause Heading
Section 2.01 - Sale and Purchase of the Purchased Assets.
Section 2.02 - Merger of Van Kampen Parent.
Section 2.03 - Purchase Price.
Section 2.04 - Closing.
(b) - At the Closing:
Section 2.05 - Closing Revenue Run-Rate Purchase Price Adjustment.
Section 2.06 - True-Up.
(b) - If such recalculation yields:
Section 2.07 - Allocation of Purchase Price.
Section 2.08 - Assignment of Contracts and Rights.
Section 2.09 - Certain Adjustments.
Section 2.10 - Post-Closing Cash Cap.
(b) - For purposes of this Agreement,
ARTICLE 3 - Representations and Warranties of Seller
Section 3.01 - Organization and Qualification.
Section 3.02 - Ownership.
Section 3.03 - Corporate Authority.
Section 3.04 - Binding Effect.
Section 3.05 - Governmental Consents and Approvals.
Section 3.06 - Non-Contravention.
Section 3.07 - Investment Purpose.
Section 3.08 - Legal Proceedings.
Section 3.09 - Organization and Qualification.
Section 3.15 - Permits.
Section 3.10 - Capitalization.
Section 3.11 - Financial Information.
Section 3.12 - Absence of Undisclosed Liabilities.
Section 3.13 - Taxes.
(e) - None of the Transferred Entities has any material liability for the Taxes of any Person by Contract.
Section 3.14 - Employee Benefits.
Section 3.16 - Intellectual Property.
Section 3.17 - Labor.
Section 3.18 - Contracts.
Section 3.19 - Absence of Changes.
Section 3.20 - Compliance with Laws.
Section 3.21 - Assets Under Management; Investment Advisory Activities.
Section 3.22 - Funds.
(b) - Fund Boards.
(c) - Compliance.
(d) - Fund Financial Statements.
(e) - Principal Offering Documents for Funds.
(f) - Fund Shares and Other Interests.
(g) - Contracts.
(h) - Policies and Procedures.
(i) - Proxy Solicitation Materials.
(j) - Existing Advisory Contracts.
(k) - Taxes.
Section 3.23 - Advisory Clients.
Section 3.24 - Product Performance Record.
Section 3.25 - ERISA Compliance.
Section 3.26 - Property.
Section 3.27 - Sufficiency of Assets.
Section 3.28 - Finders Fees.
Section 3.29 - Insurance.
Section 3.30 - Affiliate Arrangements.
Section 3.31 - Inspections; No Other Representations.
Section 3.32 - Filings.
ARTICLE 4 - Representations and Warranties of Buyer
Section 4.01 - Organization and Qualification.
Section 4.02 - Capitalization.
Section 4.03 - Corporate Authorization.
Section 4.04 - Consents and Approvals.
Section 4.05 - Non-Contravention.
Section 4.06 - Binding Effect.
Section 4.07 - Aggregate Equity Consideration.
Section 4.10 - Absence of Certain Changes.
Section 4.08 - SEC Matters.
Section 4.09 - Absence of Undisclosed Liabilities.
Section 4.11 - Financial Capability.
Section 4.12 - Investment Purpose.
Section 4.13 - Investment Advisory Activities.
Section 4.21 - Antitakeover Statutes.
Section 4.14 - Information in Proxy and Consent Solicitation Materials.
Section 4.16 - Filings.
Section 4.17 - Compliance with Laws.
Section 4.18 - Finders Fees.
Section 4.19 - Legal Proceedings.
Section 4.20 - Material Contracts.
Section 4.22 - Certain Tax Matters.
Section 5.01 - Conduct of the Van Kampen Business.
Section 5.02 - Access to Information; Presentment of Audited and Unaudited Financial Statements.
Section 5.03 - Transfer Restrictions.
Section 5.04 - Standstill.
Section 5.05 - Non-Solicitation of Alternative Transactions.
Section 5.06 - Resignations.
Section 5.07 - Non-Solicit.
Section 5.08 - Regulatory Capital; Other Cash in the Business.
Section 5.09 - Trademarks; Tradenames.
ARTICLE 6 - Covenants of Buyer
Section 6.01 - Conduct of Business of Buyer.
Section 6.05 - Stock Exchange Listing.
Section 6.06 - Shelf Registration.
Section 6.07 - Equivalent Buyer Preferred Stock.
ARTICLE 7 - Covenants of Buyer and Seller
Section 6.02 - Access to Information.
Section 6.03 - Trademarks; Tradenames.
Section 6.04 - Use of Confidential Information.
Section 7.01 - Reasonable Best Efforts; Further Assurances.
Section 7.02 - Certain Filings.
Section 7.03 - Public Announcements.
Section 7.04 - Intercompany Accounts and Agreements.
(a) - Generally.
(c) - Other Registered Funds.
(d) - Non-Registered Funds and Advisory Clients.
Section 7.07 - Certain Post-Closing Filings.
Section 7.08 - Information for Fund Boards.
Section 7.09 - Van Kampen Seed Capital.
Section 7.10 - Notices of Certain Events.
Section 7.11 - Alternative Transaction Structure.
Section 7.12 - WARN Act.
Section 7.13 - Confidentiality.
Section 8.01 - Termination of Tax Sharing Agreements.
Section 7.14 - Conversion.
Section 7.15 - Restricted Activities.
Section 7.16 - Jersey City Facility.
Section 7.17 - Distribution Agreement.
Section 8.02 - Seller Tax Covenants.
Section 8.03 - Buyer Tax Covenants.
Section 8.04 - Transfer Taxes.
Section 8.05 - Transferred Assets.
Section 8.06 - Preparation and Filing of Tax Returns for Transferred Entities.
Section 8.07 - Cooperation.
Section 8.09 - Tax Indemnification with Respect to Transferred Entities, Purchased Assets and Assumed Liabilities.
Section 8.10 - Coordination and Survival.
(a) - List of Van Kampen Business Employees; Categories of Van Kampen Business Employees.
(b) - Updating of Van Kampen Business Employee Information List.
(c) - Continued Employment; Offers of Employment.
(d) - Special Provisions for Leave Recipients.
(e) - Transfer Dates.
(f) - Individual Contracts.
(g) - Severance.
(a) - Continuation of Compensation and Benefits.
(b) - Fiscal Year 2009 Incentive Compensation.
(c) - Fiscal Year 2010 Incentive Compensation.
(d) - Credit for Service.
(e) - Preexisting Conditions; Coordination.
(g) - Retiree Medical.
(h) - Welfare Benefits Generally.
(i) - Paid Time-Off.
(j) - Honoring Assumed Benefit and Compensation Arrangements.
Section 9.04 - Cooperation; Employee Communications.
Section 9.05 - Stock Options and Restricted Stock Units.
(i) - Party Eligible to Record Tax Deduction.
(A) - Party Responsible for Tax Withholding and Reporting Obligations.
(B) - Cash Transfer from Seller to Buyer for Net Share Settlement.
(C) - Gross Share Settlement.
(iii) - Dividend Equivalent Payments.
Section 9.06 - Cash Based Deferred Compensation.
(a) - Vesting.
(b) - Allocation of Liabilities.
(c) - Party Eligible to Record Tax Deduction.
(d) - Payment of Cash Deferred Compensation Awards; Responsibility for Tax Withholding and Reporting Obligations.
(a) - Provision of Withholding and Reporting Information and Information Necessary to Satisfy Accounting Obligations.
(b) - Compensation Related Tax Benefit.
(c) - Payment of Paying Agent Costs.
(d) - Timing of Reimbursements to Buyer.
(e) - Agreed Tax Treatment of Payments.
(a) - Indemnity; Offset.
(b) - Necessary Agreements; Establishment of Systems.
Section 9.09 - No Amendment; No Third-Party Beneficiaries.
Section 10.01 - Conditions to Obligations of Buyer and Seller.
Section 11.01 - Survival.
Section 11.02 - Indemnification.
Section 11.04 - Direct Claim Procedures.
Section 10.02 - Conditions to Obligation of Buyer.
Section 10.03 - Conditions to Obligation of Seller.
Section 11.03 - Third Party Claim Procedures.
Section 11.05 - Calculation of Damages.
Section 11.06 - Assignment of Claims.
Section 11.07 - Exclusivity.
Section 12.01 - Grounds for Termination.
Section 12.02 - Effect of Termination.
Section 13.01 - Notices.
Section 13.02 - Amendments and Waivers.
Section 13.03 - Expenses.
Section 13.04 - Successors and Assigns.
Section 13.05 - Governing Law.
Section 13.06 - Jurisdiction.
Section 13.07 - WAIVER OF JURY TRIAL.
Section 13.08 - Counterparts; Effectiveness; Third Party Beneficiaries.
Section 13.09 - Entire Agreement.
Section 13.10 - Severability.
Section 13.11 - Disclosure Schedules.
Section 13.12 - Specific Performance.