ADVISORY AGREEMENT AND UNDERWRITING AGREEMENT CONSENT Sample Clauses

ADVISORY AGREEMENT AND UNDERWRITING AGREEMENT CONSENT. The Company shall use its best efforts to (a) cause the Board of Directors of the Fund to approve, and to solicit the shareholders of the Fund as promptly as practicable to approve (including recommending that the shareholders approve), a new investment advisory agreement for the Fund substantially in the form attached hereto as Annex A (the "New Advisory Agreement"), to be effective on the Closing Date, pursuant to the provisions of Section 15 of the Investment Company Act and consistent with all requirements of the Investment Company Act applicable thereto, and (b) to cause the Board of Directors of the Fund or the shareholders of the Fund to approve a new underwriting agreement for the Fund substantially in the form attached hereto as Annex B (the "New Underwriting Agreement"), to be effective on the Closing Date; pursuant to the provisions of Section 15 of the Investment Company Act applicable thereto. Without limiting the generality of the foregoing, the Company shall use its best efforts to prepare and file or cause to be prepared and filed with the SEC and all other applicable governmental bodies and regulatory authorities, as promptly as practicable, all proxy solicitation materials necessary or advisable for solicitation of the approval of the shareholders of the Fund of the New Advisory Agreement and the New Underwriting Agreement. All such proxy solicitation materials shall comply in all material respects with all requirements of Applicable Law, including, without limitation, the Exchange Act and the Investment Company Act, and shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading. All costs and expenses associated with such proxy solicitation shall be borne by the Subsidiary as a post-closing allocation and shall not be charged to the Company or the Fund.
Sample 1
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Related to ADVISORY AGREEMENT AND UNDERWRITING AGREEMENT CONSENT

  • The Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Authorization of Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Advisory Agreement The Advisory Agreement has been duly authorized, executed and delivered by the Advisor and constitutes a legal, valid and binding agreement of the Advisor enforceable against the Advisor in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general principles of equity.

  • Amending Agreement The Trustees are directed to amend the Trust Agreement or the Pension Plan to be consistent with the provisions of this Agreement. The Trustees shall have discretion in acting on claims for benefits under the plan subject to review only in accordance with the arbitrary and capricious standard.

  • Other Underwriting Agreements The Company is not a party to any agreement with an agent or underwriter for any other “at the market” or continuous equity transaction.

  • Underwriting Agreements If requested by the Underwriters for any Underwritten Offering requested by holders pursuant to Sections 2.1 or 2.3, the Company and the holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such Underwriters, such agreement to be reasonably satisfactory in substance and form to the Company, the holders of a majority-in-interest of each class of the Registrable Securities to be included in such Underwritten Offering and the Underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, indemnities no less favorable to the recipient thereof than those provided in Section 2.4. The holders of any Registrable Securities to be included in any Underwritten Offering pursuant to Section 2.2 shall enter into such an underwriting agreement at the request of the Company. All of the representations and warranties and the other agreements by and on the part of the Company to and for the benefit of the Underwriters included in any such underwriting agreement shall also be made to and for the benefit of such holders, and any or all of the conditions precedent to the obligations of the Underwriters under such underwriting agreement shall be conditions precedent to the obligations of such holders. No holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such holder, such holder’s Registrable Securities, such holder’s intended method of distribution and any other representations required by law.

  • Investment Advisory Agreement (A) The terms of the Investment Advisory Agreement, including compensation terms, comply in all material respects with all applicable provisions of the 1940 Act and the Advisers Act and (B) the approvals by the board of directors and the stockholders of the Company of the Investment Advisory Agreement have been made in accordance with the requirements of Section 15 of the 1940 Act applicable to companies that have elected to be regulated as business development companies under the 1940 Act.

  • Investment Agreement AUGUST.2017 12

  • Descriptions of the Underwriting Agreement This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

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