Advisory Client Consents Sample Clauses

Advisory Client Consents. As promptly as reasonably practicable following the date of this Agreement, the Company and/or 1505 Capital shall send a notice to each Advisory Client on a mutually agreed upon form between the Company and Parent informing such Advisory Client of the transactions contemplated by this Agreement and use their respective commercially reasonable efforts to seek the consent of each such Advisory Client, in accordance with the requirements of its Advisory Contract and Law, to the “assignment” (as defined in the Investment Advisers Act) or deemed “assignment” of such Advisory Contract resulting from the change in ownership of 1505 Capital upon the consummation of the transactions contemplated hereby (it being understood that, except to the extent the applicable Advisory Contract or Law requires consent to such assignment to be obtained in writing, consent of the applicable Advisory Client to such assignment shall be deemed to have been given if such Advisory Client has not, within the forty-five day period after the sending of such notice: (a) provided notice of its refusal to consent or written notice of its intention to refuse to consent to the assignment or deemed assignment of or (b) terminated or provided written notice of its intention to terminate the applicable Advisory Contract). For the avoidance of doubt, under no circumstances shall the Company nor 1505 Capital be required to make any payment or provide any other benefit to any Advisory Client to obtain such Advisory Client’s consent. The Company shall keep the Parent reasonably informed on a current basis of the status of obtaining client consents, including by (i) providing copies of all written consents received by Advisory Clients, (ii) informing Parent of any Advisory Clients that object to the assignment of, or otherwise indicate an intention to terminate, their Advisory Contracts and (iii) periodically providing a schedule of the assets under management of the consenting or deemed consenting Advisory Clients compared to the total assets under management as of the date hereof. For avoidance of doubt, in no event shall obtaining the client consents be a condition to any of Parent or Merger Sub’s obligations under this Agreement.

Advisory Client Consents. The conditions under this Section 8.3(a) shall have been fulfilled when the conditions set forth in both (X) and (Y) below have been satisfied.

Advisory Client Consents. As promptly as reasonably practical following the date of this Agreement, the Company and/or the Adviser Subsidiary shall send a notice to each Advisory Client informing such Advisory Client of the transactions contemplated by this Agreement and use their respective commercially reasonable efforts to seek the consent of each such Advisory Client, in accordance with the requirements of its Advisory Contract and applicable law, to the “assignment” (as defined in the Investment Advisers Act) of such Advisory Contract resulting from the change in ownership of the Adviser Subsidiary upon the consummation of the transactions contemplated hereby (it being understood that, except to the extent the applicable Advisory Contract or applicable law requires consent to such assignment to be obtained in writing, the implied or “negative” consent of the applicable Advisory Client to such assignment shall be deemed sufficient). For the avoidance of doubt, under no circumstances shall the Company or any of its Subsidiaries be required to make any payment or provide any other benefit to any Advisory Client to obtain such Advisory Client’s consent, and the failure to obtain any such consent shall not, individually or in the aggregate, constitute the failure to satisfy any condition to the obligation of any party hereto to consummate the transactions contemplated by this Agreement.

Advisory Client Consents. 7.8.1 With respect to each Public Fund, the Group Companies shall, in accordance with applicable Legal Requirements, use their respective commercially reasonable efforts to: (a) as promptly as reasonably practicable after the date of this Agreement, to the extent required by applicable Legal Requirements and the terms of any Contract or any Organizational Document of such Public Fund (i) obtain the approval of a majority of the Public Fund Board and a majority of the members of such Public Fund Board who are not “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of such Public Fund (“Public Fund Board Approval”) of a new investment sub-advisory agreement between the adviser to such Public Fund and the Buyer or one of its Affiliates (including, after giving effect to the Closing, the Group Companies), as applicable (a “New IAA”) that (1) becomes effective as of the later of the Closing Date and the approval of such New IAA by the vote of a “majority of the outstanding voting securities” (as defined in the Investment Company Act) of such Public Fund (“Public Fund Shareholder Approval”), if Public Fund Shareholder Approval is required under applicable Legal Requirements, and (2) contains terms substantially the same as the Advisory Contract between a Group Company and such Public Fund as in effect on the date of this Agreement (or, if the Advisory Contract is amended after the date hereof as permitted by this Agreement, as in effect on the date of such amendment), and (ii) cause the Public Fund Board to recommend approval of such New IAA to the shareholders of such Public Fund, if such approval is required under applicable Legal Requirements; (b) to the extent required by applicable Legal Requirements, cause the Public Fund Board to call a meeting of the shareholders of such Public Fund to approve the New IAA for such Public Fund, such meeting to occur as soon as reasonably practicable (taking into consideration the applicable quorum requirements), subject to the terms of such Public Fund’s Organizational Documents and applicable Legal Requirements, following the date of this Agreement; and (c) if Public Fund Shareholder Approval is required with respect to a Public Fund, as promptly as reasonably practicable after the date of this Agreement, and consistent with applicable Legal Requirements and the terms of any Contract or any Organizational Document of a Public Fund, obtain Public Fund Board Approval of an “inte...

Advisory Client Consents. (a) The Company shall cause the Company RIA Subsidiary to use its reasonable best efforts to obtain, in accordance with Applicable Law and the applicable Company Advisory Agreement, the consent of each Company Advisory Client to the deemed assignment of its Company Advisory Agreement as a result of the Mergers and the other transactions contemplated by this Agreement prior to the Closing. Parent shall have a reasonable opportunity to review and comment on all materials used to seek Company Advisory Client consents for purposes of this Section 5.18(a) prior to distribution of such materials to Company Advisory Clients. (b) Parent shall (i) reasonably cooperate with and assist the Company and the Company RIA Subsidiary in connection with obtaining the approvals and consents of Company Advisory Clients sought pursuant to this Section 5.18 and (ii) promptly provide to the Company RIA Subsidiary in writing all information concerning Parent and its Affiliates as is required under Applicable Law, reasonably required or otherwise reasonably requested in order for such Company RIA Subsidiary to seek to obtain the approvals and consents of Company Advisory Clients to be sought pursuant to this Section 5.18.

Advisory Client Consents. (a) For each Patriot Registered Fund, and with respect to the reorganization of each Patriot Registered Fund into a newly established series of Victory Portfolios, a Delaware statutory trust (the “Buyer Trust” and each such series, a “Buyer Fund Series”) (each, a “Fund Reorganization”), the Company shall use commercially reasonable efforts to obtain, in accordance with the Investment Company Act and as promptly as practicable following the date hereof, (A) the approval by the board of trustees of the Patriot Registered Fund (“Fund Board Reorganization Approval”) of the applicable Fund Reorganization and all necessary actions to effect such Fund Reorganization; and (B) the requisite approval by the shareholders of such Patriot Registered Fund of the proposed Fund Reorganization (“Fund Shareholder Reorganization Approval”). The economic terms of the investment management agreement of a Buyer Fund Series shall be the same as the investment management agreement for the corresponding Patriot Registered Fund that will be reorganized into it. In connection therewith, Buyer shall provide to the board of trustees of the Patriot Registered Funds all information relating to such party and its Affiliates reasonably requested by such board to enable it to evaluate the foregoing. Further, for each such Patriot Registered Fund, Buyer shall use commercially reasonable efforts to obtain, as promptly as practicable following the date hereof, the approval, to the extent required to effect any Fund Reorganization, of the board of trustees of Buyer Trust (the “Buyer Fund Board”) of the Fund Reorganization. Further, Buyer shall use commercially reasonable efforts to cause the Buyer Trust or each Buyer Fund Series into which a Patriot Registered Fund will, pursuant to the proposed Fund Reorganization, be reorganized to prepare and to file with the SEC, consistent with all applicable requirements, (i) all registration statements, including any pre-effective or post-effective amendments thereto, on Forms N-1A and N-14 (or successor form thereto), which registration statement on Form N-14 shall contain a joint proxy statement and prospectus (a “Fund Reorganization Proxy Statement/Prospectus”), (ii) proxy solicitation materials, including a form of proxy card and any supplementary proxy materials, (iii) each Prospectus and supplement or amendment thereto, and (iv) state “blue sky” or other regulatory filings, as may be necessary to comply in all material respects with applicable Law...

Advisory Client Consents. 7.8.1. With respect to each Advisory Client, the Company shall, in accordance with applicable Legal Requirements and the applicable Advisory Contracts and Fund Documents, use its reasonable best efforts to obtain, prior to the Closing, the necessary Client Consents to the “assignment” (as defined in the Advisers Act) of each Advisory Contract (including, as applicable, with respect to Advisory Clients that are pooled investment vehicles, the consent of any applicable requisite percentage of the board of directors, advisory committee, investment committee, or investors therein); provided, that in no event shall the Sellers, any Group Company, or any of their respective Affiliates be required to pay, or agree to pay, any fee, penalty, or other consideration to any Person for any such Consents. In connection with requesting or obtaining such Client Consents, in no event shall any Group Company reduce (or offer to reduce) any fee payable by an Advisory Client pursuant to an Advisory Contract or offer any other modification of an Advisory Contract or other inducement that would, in any case, reduce the Revenue Run Rate attributable to such Advisory Client or otherwise materially and adversely affect the economic value of such Advisory Client relationship or materially modify any other term, except as consented to or directed by the Buyer in writing. 7.8.2. The Buyer shall, and shall cause its Affiliates to, cooperate with the Sellers and the Company in taking the actions and obtaining the Client Consents described in Section 7.8.1. In connection with obtaining such Client Consents, the Company shall provide to the Buyer for review and approval in advance of distribution (which approval shall not be unreasonably withheld, conditioned or delayed) the general forms of the consent notice. The Company shall: (i) further keep the Buyer reasonably informed of the status of obtaining such Client Consents (including any conditions requested and providing copies of correspondence relating to such requests), (ii) provide to the Buyer for review and comment in advance of distribution any other substantive notices or other substantive materials to be distributed by the Company or any of its Subsidiaries to Advisory Clients in order to obtain such Client Consents, and (iii) use reasonable best efforts to consider and incorporate any such comments prior to distribution. Notwithstanding any other provision of this Agreement, prior to the Closing Date, neither the Buyer nor any...

Advisory Client Consents. The Company shall cause the Registered Advisers to notify, as promptly as practicable, following the date hereof, their respective Advisory Clients in writing of the transactions contemplated by this Agreement and use their respective commercially reasonable efforts to seek the consent of each such Advisory Client, in accordance with the requirements of its Advisory Contract and Law, to the deemed “assignment” (as defined in the Investment Advisers Act) of such Advisory Contract resulting from the change in ownership of the applicable Registered Adviser(s) upon the consummation of the transactions contemplated hereby (it being understood that, except to the extent the applicable Advisory Contract or Law requires affirmative or written consent to such assignment, the implied or “negative” consent of the applicable Advisory Client to such assignment shall be deemed sufficient upon the expiration of the greater of any applicable time period set forth in the applicable Advisory Contract or the consent notice (which shall reflect a time period of at least sixty (60) days)). For the avoidance of doubt, under no circumstances shall the Company or any of its Subsidiaries be required to make any payment or provide any other benefit to any Advisory Client to obtain such Advisory Client’s consent, and the failure to obtain any such consent shall not, individually or in the aggregate, constitute the failure to satisfy any condition to the obligation of any party hereto to consummate the transactions contemplated by this Agreement under Article VII. Parent shall cooperate with the Company and its Subsidiaries in connection with the obtaining of Advisory Client consents as contemplated by this Section 6.18; provided, that prior to any distribution of any form of Advisory Client consent, the Company will provide Parent the opportunity to review and comment upon, any such materials, and the Company will revise such materials to reflect any reasonable comments that Parent timely provides.

Advisory Client Consents. (a) The Company shall have obtained Consents (which remain in effect as of the Closing) with respect to Advisory Contracts having an aggregate Advisory Contract Value (as of the Closing) constituting at least eighty-five percent (85%) of the Base Fees, and such Advisory Contracts shall survive the Closing and then be in full force and effect with the Company or its Subsidiaries; provided that the Advisory Contract Values of any Advisory Contracts with Related Advisory Clients shall not count towards the satisfaction of this condition. (b) At the Closing, the Company shall have delivered a certificate to the Buyer representing and warranting to the Buyer compliance with the conditions set forth in this Section 10.9 and that the Consents obtained were obtained in compliance with Section 8.8 and applicable Law, which certificate includes the calculation of compliance in reasonable detail, certifies the calculation of the Advisory Contract Values, the Consent Shortfall Amount and the resulting Purchase Price in reasonable detail, and has attached thereto evidence of Consents reasonably satisfactory to the Buyer.

Advisory Client Consents. The Company shall have obtained Consents (which remain in effect as of the Closing) with respect to Advisory Contracts having an aggregate Advisory Contract Value (as of the Closing) constituting at least eighty-five percent (85%) of the Base Fees, and such Advisory Contracts shall survive the Closing and then be in full force and effect with the Company or its Subsidiaries; provided that the Advisory Contract Values of any Advisory Contracts with Related Advisory Clients shall not count towards the satisfaction of this condition.