Advisory Agreement Consents. (a) The Company shall obtain written consent to the assignment or deemed assignment of each Advisory Agreement to which either:
(i) a Fund that is organized in any jurisdiction within the United States; or
(ii) a Fund that is controlled, directly or indirectly, by the Company and that is organized in any jurisdiction outside of the United States is a party.
(b) The Company shall use its reasonable best efforts to obtain written consent to the assignment or deemed assignment of each Advisory Agreement to which a Fund, other than any Fund described in either Section 5.2(a)(i) or 5.2(a)(ii), is a party.
(c) The Company shall use its reasonable best efforts to obtain written consent to the assignment or deemed assignment of (i) each Advisory Agreement with respect to which, as a result of the transactions contemplated hereby, written consent to its assignment or deemed assignment is expressly required by such Advisory Agreement and (ii) each Advisory Agreement to which a Key Client is a party (in the case of each of clauses (i) and (ii) of this Section 5.2(c), other than any Advisory Agreement described in Section 5.2(a) or (b)); provided, however, that the Company shall not be required to take any actions in attempting to obtain the written consent of any client that could, in the good faith judgment of the Company, adversely affect the client relationship.
(d) As soon as reasonably practicable following the date hereof, the Company shall send (or cause to be sent) a notice in form and substance acceptable to the Parent (the "Notice") to any Person to whom the Company or any of its Subsidiaries renders investment management or investment advisory services requesting written consent to the assignment of each Advisory Agreement and informing the party to such Advisory Agreement: (x) of the intention to complete such transactions, which will result in a deemed assignment of such Advisory Agreement; and (y) of the Company's intention to continue to provide the advisory services pursuant to the existing Advisory Agreement with such party after the Closing. The Parent shall be provided a reasonable opportunity to review all such consent materials to be used by the Company prior to distribution.
Advisory Agreement Consents. As soon as reasonably practicable after the execution of this Agreement, each of the Company and Optima shall in writing inform its investment advisory clients, who are parties to Advisory Agreements, of the transactions contemplated by this Agreement. The consent of each such client to the assignment of its Advisory Agreement to Buyer shall be requested in writing by the Company and Optima, the form of such request to be reasonably acceptable to Buyer, and each of the Company and Optima shall use its best efforts to obtain such consent prior to the Closing; or in the case of agreements which prohibit assignment or state by their terms such Advisory Agreements terminate upon assignment, use their best efforts to ensure that such clients enter into new agreements with the Company, Optima or Buyer effective on the Closing Date. Buyer agrees that, except in the case of Advisory Agreements which prohibit assignment or state by their terms that they terminate upon assignment, consent of any client to the assignment of any Advisory Agreement to the Buyer may be obtained by requesting written consent as aforesaid and informing such client of: (a) the intention to complete the Transaction, which will result in an assignment of such Advisory Agreement to Buyer; (b) the Company's or Optima's intention to continue the advisory services, pursuant to the existing Advisory Agreement, for such client after the Closing, if such client does not orally or in writing inform the Company or Optima of its intention to terminate such Advisory Agreement prior to the Closing; and (c) the fact that the consent of such client will be presumed to be provided if such client continues to accept, without termination, advisory services from the Company or Optima for at least 45 days after mailing of such notice. In addition, the Company agrees to use its best efforts to obtain the written consent of broker dealers and investment advisors with whom the Company and Optima have business relationships, to the acquisition by Buyer, prior to the Closing.
Advisory Agreement Consents. The Shareholder and the --------------------------- Companies shall use their commercially reasonable best efforts to obtain consents to the assignments of the contracts under the Advisers Act required for the consummation of the transactions contemplated hereby. Buyer agrees to assist the Shareholder and the Companies in obtaining such consents upon request of the Shareholder. Buyer agrees that, except in the case of Advisory Agreements which prohibit assignment or state by their terms that they terminate upon assignment, consent for any Advisory Agreement may be obtained by requesting written consent as aforesaid and informing such client of:
(a) the intention to complete the Merger, which will result in a deemed assignment of such Advisory Agreement; (b) PMC's intention to continue the advisory services, pursuant to the existing Advisory Agreement with such client after the Closing if such client does not terminate such agreement prior to the Closing; and (c) that the consent of such client will be implied if such client does not terminate the Advisory Agreement and continues to accept such advisory services for at least 30 days after Closing and Notice is given at least 30 days prior to Closing.
Advisory Agreement Consents. (a) The Company shall obtain written consent to the assignment or deemed assignment of each Advisory Agreement to which either:
46 49 (i) a Fund that is organized in any jurisdiction within the United States; or
Advisory Agreement Consents
