Common use of Advisory Client Consents Clause in Contracts

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. As promptly The Company shall, or shall cause the Company RIA Subsidiary to, as soon as reasonably practicable following the date of this Agreementhereof (and in any event within ten (10) Business Days following the date hereof), 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 written notice in a manner authorized or permitted under such Advisory Client’s Advisory Agreement(s) (the “Client of Notices”) (a) describing the transactions contemplated by this Agreement and use their respective commercially reasonable efforts to seek the consent of each Agreement, (b) requesting such Advisory Client, in accordance with the requirements of its Advisory Contract and Law, ’s affirmative Consent to the “assignment” (as defined in the Investment Advisers Act) or deemed “assignment” of such its Advisory Contract Agreement resulting from the change consummation of the transactions contemplated hereby, (c) providing an opportunity for such Advisory Client to countersign and acknowledge such Client Notice and (d) to the extent permitted in ownership such Advisory Client’s Advisory Agreement(s), informing such Advisory Client that the Advisory Client’s consent to the assignment of 1505 Capital upon its Advisory Agreement(s) will be deemed given if the Advisory Client does not, before the date that is sixty (60) days following the date such Client Notice was provided to the Advisory Client, indicate in writing to the Company RIA Subsidiary that it does not consent to the assignment of its Advisory Agreement(s). In the event that an Advisory Client (an “Objecting Client”) has (A) notified the Company or the Company RIA Subsidiary that it intends to terminate its investment relationship with the Company or the Company RIA Subsidiary or (B) otherwise objected to the consummation of the transactions contemplated hereby (it being understood thatany such action taken under sub-clause (A) or (B), except to an “Objection”), such Objecting Client may in the extent the applicable Advisory Contract or Law requires consent to such assignment to be obtained in writing, consent sole discretion of the applicable Advisory Client to such assignment shall Company be deemed to have been given if such Advisory Client has notits Consent if, within subsequent to receiving the forty-five day period after Objecting Client’s Objection, the sending Company obtains the written consent of such notice: (a) provided notice Objecting Client to the “assignment” of its refusal Advisory Agreement resulting from the consummation of the transactions contemplated hereby. Pioneer shall be provided a reasonable opportunity to consent or written notice of its intention review and provide comments on all Client Notices to refuse be used by the Company RIA Subsidiary prior to consent distribution, and the Company shall incorporate such comments to the assignment or deemed assignment of or (b) terminated or provided written notice of its intention extent it would be reasonable and practical 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 Agreementdo so.

Advisory Client Consents. (a) As promptly soon as reasonably practicable practicable, but in any event within ten (10) Business Days, after the date hereof (or, in the case of an Advisory Contract entered into following the date hereof, after the date of this Agreementsuch Advisory Contract), the Company and/or 1505 Capital shall send a notice notify in writing its existing Advisory Clients and shall cause AS Management to each notify its existing Advisory Client on a mutually agreed upon form between the Company and Parent informing such Advisory Client Clients as of the transactions contemplated by this Agreement and use their respective commercially reasonable efforts to seek the consent of date hereof (in each such Advisory Clientcase, in accordance with the requirements case of its Advisory Contract a Wrap Program, including pursuant to this Section 8.8(a) the sponsor of such Wrap Program, but not the underlying investors in such program (who are addressed below)) of the Purchase and Law, to the “assignment” (as defined in the Investment Advisers Act) or deemed “assignment” of such Advisory Client’s Advisory Contract that will result from the Purchase, and shall (i) request (by letter in the form of Exhibit H) the written consent of such Advisory Client to such deemed assignment of its Advisory Contract, in the case of each such Advisory Client who is party to an Advisory Contract which does not terminate automatically (or give rise to an Advisory Client termination right thereunder) (by its terms and/or under applicable Law) as a result of the Purchase, or (ii) request (by written letter in form and substance reasonably satisfactory to the Buyer) that such Advisory Client waive in writing those provisions of its Advisory Contract that otherwise would result in such Advisory Contract terminating automatically (or the Advisory Client having a right of termination thereunder) as a result of the Purchase and provide the written consent of such Advisory Client to such deemed assignment of its Advisory Contract, in the case of any such Advisory Client who is party to an Advisory Contract that otherwise would by its terms (but not otherwise under applicable Laws) terminate automatically (or give rise to an Advisory Client termination right thereunder) as a result of the Purchase. (b) As soon as reasonably practicable after the date hereof (or, in the case of an Advisory Contract entered into following the date hereof, after the date of such Advisory Contract), the Company or AS Management, as applicable, shall use commercially reasonable efforts to cause each Advisory Client that is a sponsor of a Wrap Program to obtain, or permit the Company or AS Management to seek to obtain directly, from each underlying investor participating in such Wrap Program other than a UMA Participant (by written letter in form and substance reasonably satisfactory to the Buyer and the Company) (i) such Advisory Client’s written consent, or (ii) solely if written consent is required neither under the terms of the master Advisory Contract with the applicable Wrap Program sponsor nor the Advisory Contract between the Company or AS Management or such Wrap Program sponsor, as applicable, and such underlying investor participating in such Wrap Program, the “negative” consent of such underlying investor in such Wrap Program, in either such case to the deemed “assignment” of such Advisory Client’s Advisory Contract that will result from the Purchase. (c) As soon as reasonably practicable after the date hereof, the Company shall use its commercially reasonable efforts to cause the Fund to (i) send a notice (by written letter in form and substance reasonably satisfactory to the Buyer) to such Fund’s underlying investors or beneficiaries therein, as applicable, announcing the entry by the Company into this Agreement and the Contemplated Transactions and (ii) (A) obtain any necessary consents from such Fund’s underlying investors or beneficiaries therein, as applicable, (B) comply with its obligations under applicable Law, and (C) otherwise comply with the Fund Agreement. (d) (i) With respect to any Advisory Contract with an Advisory Client other than a Wrap Program sponsor or the Fund (including an underlying investor in a Wrap Program other than a UMA Participant) that by its terms (and in the case of a Wrap Program participant, by the terms of the master Wrap Program Advisory Contract relating thereto) does not require the “written” or “express” consent of the Advisory Client party thereto to a deemed assignment of such Advisory Contract, such Advisory Client’s consent shall be deemed given for purposes of this Agreement (notwithstanding the fact that the Advisory Client party to such Advisory Contract shall have failed to return a countersigned letter providing such Advisory Client’s consent to the deemed assignment of such Advisory Client’s Advisory Contract resulting from the change Purchase hereby) forty-five (45) days after the sending to such Advisory Client of, written letter provided for pursuant to Section 8.8(a) or (b) in ownership of 1505 Capital upon the consummation of the transactions contemplated hereby (it being understood that, except form and substance reasonably acceptable 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 Buyer if such Advisory Client has not, within not objected to the deemed assignment of its Advisory Contract resulting from the Purchase (and does not subsequently so object prior to the Closing) and has continued to accept Investment Management Services from the Company or AS Management for such forty-five (45) day period after (and thereafter through the sending Closing), or shall have entered into a new Advisory Contract in accordance with this Section 8.8; provided, however, that if, despite commercially reasonable efforts of the Company or AS Management, as applicable, a sponsor of a Wrap Program sends a written notice to the underlying investors participating in such Wrap Program in a form not consistent with that desired by the Company and the Buyer, such notice and such underlying investor’s assets not being withdrawn shall (commencing 45 days following delivery of such notice: ) be deemed satisfactory for purposes of clause (ab)(y) provided of the definition of “Consent” hereunder unless such notice letter and consent fails to comport with the requirements of the relevant master Advisory Contract and the relevant Advisory Contract with the underlying investor, provided, that the Company has in its refusal to consent or written notice of its intention to refuse to consent certificate delivered to the assignment or deemed assignment of or (bBuyer pursuant to Section 10.9(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 hereof represented and warranted to the assignment of, or otherwise indicate an intention Buyer that Consent has been obtained with respect to terminate, their Advisory Contracts such underlying investor in accordance with such 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 Agreementapplicable Law.

Advisory Client Consents. As promptly as reasonably practicable following (a) No later than sixty (60) days prior to the Closing Date, the Company shall send a written notice (an “Account Transfer Notice”) informing each Advisory Client of the Business of the deemed assignment of the applicable Advisory Client Agreement(s) in connection with the Buyer’s purchase of the Company at Closing. Except for each Affirmative Consent Client, each Account Transfer Notice shall provide the applicable Advisory Client a period of 60 calendar days after the date of this Agreementsuch Account Transfer Notice within which to object to the assignment of the applicable Advisory Client Agreement (the “Account Transfer Objection Period”). For each Affirmative Consent Client only, each Account Transfer Notice shall request the written consent of such advisory client to the assignment of the applicable Advisory Client Agreement(s). The terms and provisions of each Account Transfer Notice shall be in compliance with applicable Law. The Seller shall use commercially reasonable efforts to obtain, prior to the Closing Date, the Company and/or 1505 Capital shall send a notice to consent of each Advisory Client on a mutually agreed upon form between the Company and Parent informing such Advisory Client to the assignment as required by applicable Law and the applicable Advisory Client Agreement. (b) The Company shall provide the Buyer a reasonable opportunity prior to distribution to review and comment on all written materials to be used by the Company pursuant to this Section 7.8 or otherwise used for purposes of communicating with Advisory Clients generally about the transactions contemplated by this Agreement and use their respective commercially reasonable efforts (with such comments to seek be considered for inclusion in good faith). The Company shall periodically notify the Buyer of the Company’s receipt of material communications received from Advisory Clients of the Business in response to any Account Transfer Notice, including any non-consent. (c) Notwithstanding anything contained in this Agreement to the contrary, this Agreement shall not constitute an assignment of, or an agreement to assign, any Advisory Client Contract if either (i) the applicable Advisory Client objects to the assignment during the Account Transfer Objection Period or (ii) if affirmative written consent of from the Advisory Client is required by applicable Law for the assignment (each such Advisory Client, in accordance an “Affirmative Consent Client”) and such consent is not obtained at or before the Closing unless, with respect to an Advisory Client Contract requiring written consent for assignment, the requirements conduct of its Advisory Contract and Law, to the “assignment” (as defined client results in the Investment Advisers Act) or deemed “assignment” assignment of such Advisory Client Contract resulting under applicable Law. (d) Neither the Seller nor any of its Affiliates shall have any liability to the Buyer or any of its Affiliates (including, from and after the change in ownership Closing, the Company) with respect to the non-assignability or non-transferability of 1505 Capital upon the consummation of the transactions contemplated hereby (it being understood that, except any Advisory Client Contract to the extent the applicable Advisory Contract such non-assignability or Law requires consent to such assignment to be obtained in writing, consent non-transferability arises solely as a result of the applicable Advisory Client objecting to assignment, terminating such assignment shall be deemed agreement, failing 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 give an affirmative consent to assignment (to the assignment extent affirmative consent was required by applicable Law) or deemed assignment of or (b) terminated or being prevented by applicable Law from assigning such agreement to the Buyer; provided written notice of its intention to terminate the applicable Advisory Contract). For the avoidance of doubt, under no circumstances shall that 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 has complied with the Parent reasonably informed on a current basis provisions 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 AgreementSection 7.8.

Advisory Client Consents. As (a) IBTX shall, and shall cause each RIA Subsidiary to, use its reasonable best efforts to obtain, as promptly as reasonably practicable following after the date of this Agreement in accordance with applicable law and the applicable Advisory Agreement, the Company and/or 1505 Capital consent of each Advisory Client to the deemed assignment of its Advisory Agreement as a result of the transactions contemplated hereby prior to Closing (such consent, “Client Consent”). Without limiting the generality of the foregoing, each RIA Subsidiary shall send a notice send, at least 60 days prior to Closing, notices to each Advisory Client on a mutually agreed upon form between as of the Company and Parent date hereof (i) informing such Advisory Client of the transactions contemplated by this Agreement hereby, (ii) informing such Advisory Client that such RIA Subsidiary intends to continue to provide Investment Advisory Services to such Advisory Client after the Closing and use their respective commercially reasonable efforts to seek the consent of each requesting such Advisory Client’s consent thereto, in accordance with (iii) requesting the requirements of its Advisory Contract and Law, to the “assignment” (as defined in the Investment Advisers Act) or deemed “assignment” requisite consent 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 deemed assignment and (iv), unless the Advisory Client’s Advisory Agreement requires the Advisory Client’s written consent to such deemed assignment, informing such Advisory Client that the consent of such Advisory Client will be deemed to have been provided if such Advisory Client does not notify in writing the applicable RIA Subsidiary of its objection to such deemed assignment, or of its termination of its Advisory Agreement, within sixty (60) days after the sending of such notice. At the end of such forty-five day period, if such Advisory Client has not provided written notice to the applicable RIA Subsidiary of such objection or termination, such Advisory Client shall be deemed to have provided its Client Consent for all purposes under this Agreement. In the case of a person who becomes an Advisory Client during the period from the date of this Agreement through the Closing (a “New Client”), the Client Consent of such New Client shall be deemed to have been given provided for all purposes hereunder, if the relevant RIA Subsidiary provides such New Client with disclosure prior to the entering into of its Advisory Agreement (A) informing such New Client has notof the transactions contemplated hereby, within (B) informing such New Client that such RIA Subsidiary intends to continue to provide Investment Advisory Services to such New Client after Closing, and (C) informing such New Client that the forty-five day period after the sending consent of such notice: (a) New Client will be deemed to have been provided notice by the entering in to by such New Client of its refusal Advisory Agreement. SouthState shall have a reasonable opportunity to consent review and comment on all materials used to seek Client Consents, or written notice disclose the transactions contemplated hereby to New Clients, for purposes of its intention this ‎Section 6.2(a) prior to refuse distribution. IBTX agrees to consent cause the RIA Subsidiary to the assignment or deemed assignment of or cooperate with and support IBTX’s efforts under this ‎Section 6.2(a). (b) terminated Each party hereto shall reasonably cooperate in connection with obtaining the approvals and consents sought pursuant to this Section 6.2. Each party shall cause all information relating to such party and its Affiliates supplied by it for inclusion in such requests for approvals and consents contemplated by this Section 6.2, at the time of the mailing or provided written notice delivery of its intention such requests for approvals and consents or supplemental communications related thereto, to terminate the applicable Advisory Contract). For the avoidance not contain any untrue statement of doubt, under no circumstances shall the Company nor 1505 Capital be a material fact or omit to state any material fact required to be stated therein or necessary in order 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 statements therein, in light of the status of obtaining client consentscircumstances under which they were made, 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 Agreementnot misleading.