Advisory Contract Consents. As promptly as practicable, Seller shall cause the advisory clients of the Companies or Company Subsidiaries engaged in asset management to be informed of the transactions contemplated by this Agreement and the Ancillary Agreements and shall give such clients an opportunity to terminate their advisory contracts with such Companies or Company Subsidiaries. Unless written consent is required by the terms of such advisory contracts, Seller shall satisfy this obligation to the extent that applicable Law permits insofar as it relates to advisory clients by providing them with the notice contemplated by the first sentence of this Section 5.10 and obtaining such clients' consent in the form of actual or implied consent by way of informing such clients of such subsidiary's intention to continue the advisory services, pursuant to the existing contracts of such Company or Company Subsidiary with such clients, subject to such clients' right to terminate such contracts within sixty (60) days of receipt of such notice, and that each such client's consent will be implied if it continues to accept the services without rejection during such specified sixty-day period.
Advisory Contract Consents. As soon as reasonably practicable after the date hereof, Sellers shall cause the Acquired Company Investment Advisers to inform their noninvestment company advisory clients of the transactions contemplated by this Agreement and shall, in compliance with the Investment Advisers Act and any other applicable Law, request such clients’ consent as may be necessary to effect the assignment of their Investment Advisory Related Agreements. Buyer agrees that Sellers may satisfy this obligation, insofar as it relates to noninvestment company advisory clients (other than collective investment arrangements managed by an Acquired Company Investment Adviser as to which the governing instruments or applicable Law require any different or supplemental procedure, in which case such different or supplemental procedures must be followed), by providing each such client with the notice contemplated by the first sentence of this Section 4.12 and obtaining either a new investment advisory contract with such client effective at the Closing or such client’s consent in the form of an actual written consent or in the form of an implied consent and complying with any other requirements including, but not limited to, to the extent applicable, the disclosure requirements of Rule 204-3 under the Investment Advisers Act. It is understood that such implied consent may be obtained by requesting written consent as aforesaid and informing in writing such client at least sixty (60) days prior to the Closing of: (a) the transactions contemplated by this Agreement and Sellers’ intention to complete such transactions so as to result in a statutory assignment of such Investment Advisory Related Agreements; (b) Sellers’ (or the applicable Acquired Company Investment Adviser’s) intention to continue the advisory services, under the existing Investment Advisory Related Agreement with such client after the Closing if such client does not terminate such Investment Advisory Related Agreement prior to the Closing; and (c) the fact that if such client continues to accept such advisory services without termination the consent of such client will be implied.
Advisory Contract Consents. (a) Mesirow Asset Management and the Partnership (i) shall have, at least sixty (60) days in advance of the Closing Date, requested the consent from the clients of the Institutional Business to the transactions contemplated hereby in the manner set forth in Section 8.2, and, (ii) except as otherwise agreed in writing by AMG, shall have obtained from each registered investment company for which Mesirow Asset Management serves as a subadviser (with the approval by the trustees (including a majority of the independent trustees) and the shareholders of each such company) new investment advisory contracts effective as of the Closing that are Comparable Contracts;
(b) the Partnership shall have obtained from each Skyline Fund (with the approval by the trustees (including a majority of the independent trustees) and the shareholders of each Skyline Fund) new investment advisory contracts effective as of the Closing that are Comparable Contracts;
(c) clients of Mesirow Asset Management (including the Skyline Funds) which are party to advisory agreements that provide for Aggregate Contract Payments constituting at least seventy-five percent (75%) of the Base Fees shall have affirmatively consented in writing to the transactions contemplated hereby (by countersigning a notice substantially in the form of Exhibit 8.1(a) or Exhibit 8.1(b) such that the advisory contracts (or Comparable Contracts as provided above with respect to registered investment companies) in effect as of the date of this Agreement survive the transactions contemplated hereby without impermissible assignment; and
(d) at the Closing, Mesirow Asset Management, Mesirow Holdings, each Management Corporation and each Manager shall deliver a certificate certifying as to compliance with the foregoing.
Advisory Contract Consents. At the Closing, clients of Mesirow Asset Management (including the Skyline Funds) which are party to advisory agreements that provide for Aggregate Contract Payments constituting at least seventy-five percent (75%) of the Base Fees shall have affirmatively consented in writing to the transactions contemplated hereby (by countersigning a notice substantially in the form of Exhibit 8.1(a) or Exhibit 8.1(b) such that the advisory contracts (or Comparable Contracts as provided in Sections 6.3(a) and (b) hereof with respect to registered investment companies) in effect as of the date of this Agreement survive the transactions contemplated hereby without impermissible assignment.
Advisory Contract Consents. Seller shall have delivered a schedule evidencing that clients representing the requisite percentage of run-rate revenue of the Company have either consented to or not objected to the assignment of such client’s Contracts under the Advisers Act, such percentage to be calculated as set forth in Schedule 7.2(f).
Advisory Contract Consents. To the extent required by, and consistent with all requirements of, the Investment Advisers Act, as soon as reasonably practicable, Jefferson-Pilot shall, and shall cause each of the applicable Jefferson-Pilot Advisers to, inform its and their respective noninvestment company advisory clients of the transactions contemplated by this Agreement and shall, in compliance with the Investment Advisers Act and any other applicable law, request such clients’ consent as may be necessary to effect the assignment of their investment advisory agreements and any related agreements. Lincoln agrees that Jefferson-Pilot may satisfy this obligation, insofar as it relates to noninvestment company advisory clients (other than collective investment arrangements managed by a Jefferson-Pilot Adviser as to which the governing instruments or applicable law require any different or supplemental procedure, in which case such different or supplemental procedures must be followed), by providing each such client with the notice contemplated by the first sentence of this Section 4.1(p) and obtaining either a new investment advisory contract with such client effective at the Closing Date or such client’s consent in the form of an actual written consent or in the form of an implied consent as permitted by law and complying with any other legal requirements.
Advisory Contract Consents. To the extent required by, and consistent with all requirements of, the Investment Advisers Act, as soon as reasonably practicable, Lincoln shall, and shall cause each of the applicable Lincoln Advisers to, inform its and their respective noninvestment company advisory clients of the transactions contemplated by this Agreement and shall, in compliance with the Investment Advisers Act and any other applicable law, request such clients’ consent as may be necessary to effect the assignment of their investment advisory agreements and any related agreements. Jefferson-Pilot agrees that Lincoln may satisfy this obligation, insofar as it relates to noninvestment company advisory clients (other than collective investment arrangements managed by a Lincoln Adviser as to which the governing instruments or applicable law require any different or supplemental procedure, in which case such different or supplemental procedures must be followed), by providing each such client with the notice contemplated by the first sentence of this Section 4.2(q) and obtaining either a new investment advisory contract with such client effective at the Closing Date or such client’s consent in the form of an actual written consent or in the form of an implied consent as permitted by law and complying with any other legal requirements.
Advisory Contract Consents. Clients of the Company whose advisory agreements provide for the payment (based on the Contract Value of each such advisory agreement) of fees constituting at least eighty-five percent (85%) of the Base Fees shall have Consented to the transactions contemplated hereby. For purposes of this Section 8.3:
Advisory Contract Consents. Company shall cause each Advisory Entity to use reasonable best efforts to send to each Advisory Client a consent request (which consent request, to the extent permitted under applicable law and mutually agreed by Parent and Company, may be in the form of a negative consent request) to assignment of the applicable Advisory Contract to the extent required by law, which request shall be sent in a reasonably timely manner following the date hereof. Company agrees to cause each Advisory Entity to use reasonable best efforts to obtain the consents of each Advisory Client to any assignment of the applicable Advisory Contract, to take effect upon the Closing.
Advisory Contract Consents. As promptly as practicable following the date of this Agreement, Lebenthal and its Subsidiaries shall inform, in compliance with applicable law, its investment advisory services clients, custodial services clients and mutual fund distribution services clients of the transactions contemplated by this Agreement and shall request such clients' written consents to the deemed assignment of their investment advisory services, custodial services or mutual fund distribution services agreements, as the case may be, resulting from the consummation of the transactions contemplated by this Agreement and use their commercially reasonable efforts to obtain such consents or, in the case of agreements which are not in writing or which either prohibit assignment or a change in control or state by their terms that they terminate upon assignment or a change in control, new agreements (and any required director and investor approvals) with Lebenthal or the appropriate Subsidiary.
