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.
Appears in 3 contracts
Samples: Purchase Agreement (Hipp W Hayne), Purchase Agreement (Liberty Corp), Purchase Agreement (Royal Bank of Canada)
Advisory Contract Consents. As promptly as practicable, Seller the Company shall cause the non-registered investment company advisory clients of the Companies or Company Asset Management 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 Asset Management Subsidiaries or Company Subsidiariesany of their affiliates. Unless written consent is required by the terms of such advisory contracts, Seller the Company shall satisfy this obligation to the extent that applicable Law law permits insofar as it relates to non-registered investment company 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 the Asset Management Subsidiaries' intention to continue the advisory services, pursuant to the Asset Management Subsidiaries' 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.
Appears in 3 contracts
Samples: Merger Agreement (Usf&g Corp), Merger Agreement (St Paul Companies Inc /Mn/), Merger Agreement (St Paul Companies Inc /Mn/)