Client Consents. (a) The Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain, as promptly as reasonably practicable following the date of this Agreement, the Client Consents pursuant to the procedures set forth on Exhibit C.
(b) In connection with obtaining the Client Consents, at all times prior to the Effective Time, the Company shall take reasonable steps to keep Parent promptly informed of the status of obtaining such Client Consents (including the receipt of written notice from any investor in any Client that such investor is not providing its consent to the consummation of the transactions contemplated by this Agreement) and, upon Parent’s reasonable request, make available to Parent copies of any executed Client Consents and any related materials. Without limiting the foregoing, Parent shall have the right to review, and comment on, in advance of distribution any documentation to be distributed by any Acquired Company to any Client (or investors therein) pursuant to which the Company is requesting a Client Consent or otherwise in connection with the Transactions (in each case, other than materials that are substantially similar to materials already provided to Parent) and the Company shall consider all such comments of Parent in good faith prior to distribution (and the Company agrees that the documentation to be delivered to the Clients set forth on Section 6.12(b) of the Company Disclosure Letter (or any investors therein) shall address the matters described in Section 6.12(b) of the Company Disclosure Letter). From the date hereof until the Closing, the Company shall provide written notice to Parent as promptly as possible (and in any event no later than the third (3rd) Business Day following the receipt by the Company or any of its Subsidiaries of such notification) of any notification to the Company or any of its Subsidiaries (x) that any Client has determined not to provide any Client Consent or (y) of any new request for redemption or withdrawal in respect of any Mandate or any other termination of an Investment Advisory Arrangement.
(c) Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), no Acquired Company shall (i) amend any Mandate, Investment Advisory Arrangement or Fund Documentation in a manner that would, in each such case, adversely affect the economic value of such Client relationship or otherwise materially modify any term, (ii) reduce or offer or ...
Client Consents. The Client agrees and understand that the Client will not be entitled to the delivery of, or be required to deliver, any financial instruments, nor ownership thereof or any other interest therein.
Client Consents. The Company shall, or shall cause the IA Subsidiary to, use commercially reasonable efforts to obtain the consent (which consent may take the form of negative consent, to the extent written consent is not required by such Client’s Advisory Contract or, if the Client is a Private Fund, the Private Fund’s Organizational Documents) of each Client to the deemed assignment of such Client’s Advisory Contract in connection with the transactions contemplated hereby (the “Advisory Client Consents”). In connection with obtaining the Advisory Client Consents, (a) the Company shall take reasonable steps to keep Parent reasonably informed of the status of obtaining such Advisory Client Consents and such other actions and, upon Parent’s request, make available to Parent copies of all such executed Advisory Client Consents and other records relating to the Advisory Client Consent process and (b) Parent shall have the right to review in advance of distribution the general forms of any notices or other materials to be distributed by the IA Subsidiary to Clients (or, if the Client is a Private Fund, any limited partner, member or beneficial owner of the Private Fund) and shall have the right to have its reasonable comments considered by the Company in a commercially reasonable manner prior to distribution.
Client Consents. (a) As soon as practicable after the date hereof, Mesirow Asset Management shall notify all its clients (other than the Skyline Funds) of the transactions contemplated hereby and by the other Transaction Documents. Such notice shall be substantially in the form of Exhibit 8.1
(a) hereto unless otherwise agreed by Mesirow Asset Management and AMG with respect to a particular client or group of clients.
(b) On or prior to June 30, 1995, Mesirow Asset Management shall send to each client who received a notice in substantially the form of Exhibit 8.1
(a) hereto, and who has not returned such notice, a notice in substantially the form of Exhibit 8.1(b) hereto; unless otherwise agreed by Mesirow Asset Management and AMG with respect to a particular client or group of clients.
(c) The parties hereto will cooperate and use all commercially reasonable efforts to obtain, as soon as practicable, the written consent of each client of Mesirow Asset Management (other than the Skyline Funds) to the assignment of such client's investment advisory contract, where such client's investment advisory contract requires such written consent for the transactions contemplated hereby.
(d) With respect to the Skyline Funds, subject in all cases to the fiduciary duties to which it may be subject, Mesirow Holdings and Mesirow Asset Management shall use all commercially reasonable efforts (including, without limitation, the payment of reasonable printing, soliciting and similar expenses) to cause each of the Skyline Funds to call a meeting of its shareholders to consider, and to solicit its shareholders with regard to, the transactions contemplated hereby, including the investment advisory agreement with the Partnership contemplated under Section 6.3(b), the subsequent change in control of the Partnership to occur at the Closing, the investment advisory agreement contemplated to be in effect at and after the Closing and the election of trustees as contemplated in Section 6.12, consistent with all of the requirements of federal securities laws applicable to such solicitation.
Client Consents. 31 5.3 Filings and Regulatory Authorizations...................................................32 5.4 Authorization from Others...............................................................33 5.5 Conduct of Business.....................................................................33 5.6
Client Consents. 4.1 You agree and understand that you will not be entitled to delivery of, or be required to deliver, the Underlying of the Financial Instrument, nor ownership thereof or any other interest therein.
4.2 You agree and understand that no interest shall be due on the money we hold in your Account.
4.3 You agree and understand that we will affect any Transactions with you as an agent. Thus we will be transmitting your Orders for execution to another broker(s), and such broker(s) may be transmitting the orders received by us to other liquidity providers. These broker(s) are not necessarily operating in a regulated market. We are receiving set prices for the financial instruments you can trade on our platform and have no means of amending or requoting them.
4.4 You agree and understand that CFDs trading is not done in a regulated market.
4.5 You solemnly declare that you have carefully read and fully understood the entire text of the Client Agreement herein with which you fully and unreservedly agree.
4.6 You solemnly declare that you have read, understood found satisfactory and accept as an integral part of this Client Agreement the following information provided on our Website:
a) Risk Warnings and Risk Disclosures
b) Trading Conditions
4.7 You specifically consent to the provision of the information of Section 4.6 by means of our Website.
4.8 You confirm that you have regular access to the internet and consent to us providing you with information, including, without limitation, information about amendments to our Client Agreement, costs, fees, policies and information about the nature and risks of investments by posting such information on our Website.
4.9 You acknowledge that a variation which is made to reflect a change of law or regulation may, if necessary, take effect immediately without prior notice. We may vary this Client Agreement at any time and it remains solely your responsibility to stay informed about any changes. The latest version of our Client Agreement is available for access on our Website.
4.10 Your trading account must be established for trading purposes only. The Company is not a bank, nor does it keep deposits as a bank. We keep deposits only to maintain margins supporting the trading account and trading activities.
4.11 The Company may offer to its Clients the trading signal service. The service is provided by Trading Central™, a leading market-information and analysis provider. Trading Central™ offers technical insight, analyst views,...
Client Consents. Registration as an Investment Adviser and Registration of Investment Adviser Representatives.........................................................................
Client Consents. (i) With respect to each Client whose Investment Contract requires written consent of the Client in order to effectuate an assignment of the Investment Contract (an “Affirmative Consent Client”), within three (3) Business Days following the date of this Agreement, Seller shall mail (via regular mail) to each such Client a notice in the form of Exhibit G-1. With respect to any Client whose Investment Contract does not require written consent of the Client in order to effectuate an assignment of the Investment Contract (a “Negative Consent Client”), within three (3) Business Days following the date of this Agreement, Seller shall mail (via regular mail) to each such Client a notice in the form of Exhibit G-2 (the “Initial Notice”). With respect to any Negative Consent Client who has not signed and returned to Seller a copy of the Initial Notice within twenty (20) days of mailing of such notice, Seller shall mail (via regular mail) to each such Negative Consent Client a notice in the form of Exhibit H not less than twenty (20) days after delivery of the Initial Notice and at least twenty (20) days prior to the Closing.
(ii) An Affirmative Consent Client properly receiving a notice pursuant to Section 5.3(e)(i) shall be treated as having given a Client Consent if it signs and returns to Seller a copy of the notice in the form of Exhibit G-1, provided such Client does not give any of the indications set forth in Section 5.3(e)(iii)(C). A Negative Consent Client properly receiving notices pursuant to Section 5.3(e)(i) shall be treated as having given a Client Consent if it does not sign and return to Seller a copy of the notice in the form of Exhibit G-2 or Exhibit H, if (1) the notices described in Section 5.03(e)(i) have been sent to such Negative Consent Client in the timeframes required and (2) before the Business Day immediately preceding the Closing Date, such Negative Consent Client has not (w) affirmatively refused to Consent to the assignment of its Investment Contract, (x) terminated its Investment Contract, (y) withdrawn all of its AUM or
Client Consents. (a) As soon as practicable after the date hereof, but in any event prior to August 8, 1997, the Company shall notify each of its clients of the transactions contemplated hereby and by the other agreements, documents and instruments contemplated hereby. Such notice shall be in the form of Exhibit 5.2A hereto with respect to those clients whose contracts require affirmative written consent for their assignment and in the form of Exhibit 5.2B with respect to those clients whose contracts do not require affirmative written consent for their assignment (in each case, with such changes thereto as may be agreed to by AMG in writing).
(b) On or prior to September 8, 1997, the Company shall send to each client who was sent, but who has not by such date returned, the notice in substantially the form of Exhibit 5.2A or Exhibit 5.2B hereto countersigned indicating approval of the transactions contemplated hereby, an additional notice in form and substance acceptable to AMG.
(c) The Company and the LLC shall use their respective best efforts to, and the Stockholders shall use their best efforts to cause the Company and the LLC to, obtain consents from their clients in the manner contemplated by this Section 5.2.
Client Consents. 38.1 You agree and understand that your will not be entitled to delivery of, or be required to deliver, the Underlying of the Financial Instrument, nor ownership thereof or any other interest therein.
38.2 You agree and understand that no interest shall be due on the money we hold in your Account.
38.3 You agree and understand that we will affect any Transactions with you as an agent. Thus we will be transmitting your Orders for execution to another broker(s) and such broker(s) may be transmitting the orders received by us to other liquidity providers. These brokers are not regulated market.
38.4 You agree and understand that CFDs trading is not done in a regulated market.
38.5 You solemnly declare that you have carefully read and fully understood the entire text of the terms and conditions herein with which you fully and unreservedly agree.
38.6 You solemnly declare that you have read, understood found satisfactory and accept as an integral part of this Customer Agreement the following information provided on our Website:
(a) Investment Services General Conditions
(b) Contract Specifications
(c) The Risks Disclosure for CFDs
38.7 You specifically consent to the provision of the information of paragraph 38.6 by means of our Website.
38.8 You confirm that you have regular access to the internet and consent to us providing you with information, including, without limitation, information about amendments to our terms and conditions, costs, fees, this Customer Agreements, Policies and information about the nature and risks of investments by posting such information on our Website or by email. Should you wish, you may request for these to be sent by post.
