CLIENT CONSENTS AND APPROVALS Sample Clauses

CLIENT CONSENTS AND APPROVALS. (i) As soon as practicable after the date hereof, but in any event prior to August 9, 1997, the Company shall notify each of its Clients (excluding for these purposes the Mutual Funds, Offshore Funds and Private Funds and shareholders or partners thereof and Clients who are Clients solely with respect to Brokerage Services) 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 (excluding for these purposes the Mutual Funds, Offshore Funds and Private Funds and Clients who are Clients solely with respect to Brokerage Services) whose contracts require affirmative written consent for their assignment, and in the form of Exhibit 5.2B with respect to those Clients (excluding for these purposes the Mutual Funds, Offshore Funds and Private Fund and Clients who are Clients solely with respect to Brokerage Services) whose contracts do not require affirmative written consent for their assignment (in each case, with such changes to Exhibit 5.2A and Exhibit 5.2B as may be agreed to by Buyer). (ii) On or prior to September 5, 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 the form of Exhibit 5.2C (with such changes thereto as may be agreed to by Buyer). (b) With respect to the Offshore Funds, the Company and the Partners shall use all commercially reasonable efforts to obtain such Consents from regulatory authorities or investors as may be necessary or appropriate and satisfactory to Buyer to permit consummation of the transactions contemplated hereby. (c) With respect to the Mutual Funds, the Company and the Partners shall use all commercially reasonable efforts to cause each of the Mutual Funds to call a meeting of its shareholders to consider, and to solicit its shareholders with regard to, approval of the investment advisory agreement with the LLC contemplated under Section 8.3(b), to be in effect at and after the Closing, consistent with all of the requirements of federal securities laws applicable to such solicitation. (d) With respect to the Private Funds, the Company and the Partners shall use all commercially reasonable efforts to obtain such Consents from regulatory authorities or investors as...
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CLIENT CONSENTS AND APPROVALS. (a) Clients of the Company whose advisory agreements provide for the payment of fees constituting Gross Revenues calculated as of August 31, 1997 under Section 1.2(d) equal to at least ninety percent (90%) of Gross Revenues calculated as of June 30, 1997 shall have Consented to the transactions contemplated hereby, and advisory agreements which represent at least ninety percent (90%) of the Gross Revenues calculated as of June 30, 1997 shall survive the Conversion and the Closing and then be in full force and effect (or be replaced by Comparable Contracts which are then in full force and effect). (b) The Company shall have obtained Consent from each Mutual Fund. (c) At the Closing, the Company shall deliver a certificate representing that Schedule 1.2 hereto is true, complete and correct and certifying as to the calculation of the LLC Interest Purchase Price pursuant to Section 1.2 and compliance with the foregoing, which certificate shall include the calculation of compliance, including a list in the form of Schedule 3.7 of all investment management or advisory contracts as of the date of calculation, including all the categories of information set forth in Schedule 3.7.
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CLIENT CONSENTS AND APPROVALS 
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Related to CLIENT CONSENTS AND APPROVALS

  • Consents and Approvals No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing of notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.

  • Required Consents and Approvals All required consents and approvals shall have been obtained and be in full force and effect with respect to the transactions contemplated hereby and from (a) all relevant Governmental Authorities; and (b) any other Person whose consent or approval the Administrative Agent deems necessary or appropriate to effect the transactions contemplated hereby.

  • Governmental Consents and Approvals The execution, delivery and performance by each of the Purchasers of this Agreement and the purchase of the Notes do not and will not require any consent, approval, authorization or other order of, action by, filing with, or notification to, any Governmental Authority.

  • Filings, Consents and Approvals The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Prospectus Supplement, (iii) application(s) to each applicable Trading Market for the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby and (iv) such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit Purchaser and Seller to perform their obligations under this Agreement and the Operative Agreements and to consummate the transactions contemplated hereby and thereby (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to Purchaser, (c) shall not be subject to the satisfaction of any condition that has not been satisfied or waived and (d) shall be in full force and effect, and all terminations or expirations of waiting periods imposed by any Governmental or Regulatory Authority necessary for the consummation of the transactions contemplated by this Agreement and the Operative Agreements shall have occurred.

  • No Conflict; Consents and Approvals (a) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Acquiror Transactions, do not and will not (i) conflict with or violate the Organizational Documents of Parent or Merger Sub, (ii) assuming that all consents, approvals and authorizations contemplated by clauses (i) through (vi) of subsection (b) below have been obtained and all filings described in such clauses have been made, conflict with or violate any Law applicable to Parent or Merger Sub or by which any of their respective properties are bound, (iii) result in any breach or violation of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or result in the loss of a benefit under, result in the creation or imposition of any Lien or give rise to any right of termination, cancellation, amendment or acceleration of, any material contract to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties are bound, or (iv) conflict with any Debt Financing Condition, except, in the case of clauses (ii) and (iii), for any such conflict, breach, violation, default, loss, right or other occurrence that would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. (b) The execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party by each of Parent and Merger Sub, and the consummation by Parent and Merger Sub of the Acquiror Transactions, does not and will not require Parent or Merger Sub to obtain any consent, approval, authorization or permit of, action by, or to make any filing with or notification to, any Governmental Entity, except for (i) such filings as may be required under applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder, and under state securities, takeover and “blue sky” Laws, (ii) the filings required under the HSR Act, (iii) such filings and other action as are necessary to obtain all required Gaming Approvals, (iv) such filings as necessary to comply with the applicable requirements of the Nasdaq Stock Market, (v) the filing with the Delaware Secretary of State of the Certificate of Merger as required by the DGCL, and (vi) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to have an Acquiror Material Adverse Effect. (c) To the Knowledge of Parent, there is no dispute or conflict arising from its status as an Acquiror that would reasonably be expected to have an Acquiror Material Adverse Effect. Neither Parent nor Merger Sub has entered into any agreement with Gamma that would reasonably be expected to have an Acquiror Material Adverse Effect or that is inconsistent with the purposes and intent of the parties to consummate the Transactions.

  • Consents and Approval Except where expressly provided as being in the sole discretion of a Party, where agreement, approval, acceptance, consent, confirmation, notice or similar action by either Party is required under this Agreement, such action shall not be unreasonably delayed or withheld. An approval or consent given by a Party under this Agreement shall not relieve the other Party from responsibility for complying with the requirements of this Agreement, nor shall it be construed as a waiver of any rights under this Agreement, except as and to the extent otherwise expressly provided in such approval or consent.

  • Consents and Approvals of Third Parties Mid Penn shall use commercially reasonable efforts to obtain as soon as practicable all consents and approvals necessary or desirable for the consummation of the transactions contemplated by this Agreement.

  • Authorizations and Approvals Each Borrower shall promptly obtain, from time to time at its own expense, all such Governmental Approvals as may be required to enable such Borrower to comply with its obligations, under the Loan Documents and its Constituent Documents, and to conduct its business in the customary fashion.

  • Consents, Licenses and Approvals The Administrative Agent shall have received, with a counterpart for each Lender, a certificate of a Responsible Officer of the Borrower (i) attaching copies of all consents, authorizations and filings referred to in Section 5.4, and (ii) stating that such consents, licenses and filings are in full force and effect, and each such consent, authorization and filing shall be in form and substance satisfactory to the Administrative Agent.

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