Discretionary Trading Authorization Sample Clauses

Discretionary Trading Authorization. A. The Client authorizes GaveKal to purchase and sell any securities consistent with the Client’s stated investment objectives and risk tolerance. In no circumstance is GaveKal authorized to transfer funds or securities out of the Client’s account (except as set forth in Schedule B hereto). If the Client elects to grant this authority to GaveKal, the Client must sign and date the FULL DISCRETIONARY TRADING AUTHORIZATION form attached hereto as Schedule C. B. If this Agreement is entered into by a trustee or other fiduciary, including, but not limited to, a person meeting the definition of “fiduciary” in the Employee Retirement Income Security Act of 1974 (“ERISA”), such trustee or other fiduciary represents and warrants that the Client’s participation is permitted by the relevant governing instrument of such plan. The Client is authorized to enter into this Agreement and agrees to furnish GaveKal with such documents as GaveKal reasonably requests with respect to the foregoing. Client further agrees to inform GaveKal of any event that might affect this authority or the validity of the Agreement. The Client additionally represents and warrants that: (i) the governing instruments provide that an “investment manager” as defined in ERISA may be appointed; and (ii) the person executing and delivering this Agreement on behalf of the Client is a “named fiduciary” (as defined in ERISA) who has the power under the plan to appoint an investment manager. If the Client is a corporation, the party executing this Agreement on behalf of the Client represents that execution of this Agreement has been duly authorized by appropriate corporate action.
Sample 1
Discretionary Trading Authorization. Investment Manager hereby appoints Sub-Adviser as Investment Manager's agent and attorney-in-fact with discretionary trading authorization to buy and sell securities for the Account and at the Account's risk through or with brokers or dealers. Sub-Adviser is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Account, and is directed to use its commercially reasonable efforts to obtain best execution, which includes most favorable net results and execution of the Account's orders, taking into account all appropriate factors, including price, dealer spread or commission, size and difficulty of the transaction and research or other services provided. Sub-Adviser may select itself as a broker, in an agency capacity, to execute transactions in portfolio securities for the Account in accordance with policies and procedures adopted by the Board of Trustees from time to time, provided the Sub-Adviser is given written notice of the same. It is understood that the Sub-Adviser will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund, or be in breach of any obligation owing to Investment Manager or the Fund in respect of this Agreement, or otherwise, solely by reason of its having caused the Account to pay a member of a securities exchange, a broker or a dealer (including the Sub-Adviser's internal broker-dealer) a commission for effecting a securities transaction for the Account in excess of the amount of commission another member of an exchange, broker or dealer would have charged if the Sub-Adviser determined in good faith that the commission paid was reasonable in relation the brokerage or research services provided by such member, broker or dealer, viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities with respect to its accounts, including the Account, as to which it exercises investment discretion. The Sub-Adviser will properly communicate to Investment Manager or to the Trust's Chief Compliance Officer (the "CCO") and the Trust's officers and Board of Trustees such information relating to transactions for the Account as they may reasonably request. In no instance will portfolio securities be purchased from or sold to Investment Manager, or Sub-Adviser or any affiliated person of either the Trust, Investment Manager or Sub-Adviser, except as may be permitted under the 1940 Act.
Sample 1
Discretionary Trading Authorization. (a) WBI is authorized, without prior consultation with the Client, to buy, sell, and trade in shares of exchange traded funds managed by WBI and its affiliates (“Affiliated ETFs”) and to invest in such other securities and investment products as WBI deems appropriate, in its sole discretion, in order to provide exposure to instruments or market sectors that are not represented by the Affiliated ETFs. Although pursuant to certain strategies the Account will be primarily invested in shares of Affiliated ETFs, Client agrees that WBI’s discretion under this Agreement includes the authority to buy, sell and trade in stocks, bonds, mutual funds, various investment subdivisions which comprise variable annuity/ life products owned by Client, unaffiliated exchange traded funds (“ETFs”), exchange traded notes (“ETNs”), contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, to the extent consistent with the WBI strategy and Client’s investment objectives. WBI is authorized to give instructions in furtherance of such authority to registered broker- dealers through which WBI effects transactions on behalf of the Account and to those broker-dealers or financial institutions that custody the Assets. (b) The discretionary authority granted to WBI under this Agreement also includes the ability to allocate and reallocate Assets in the Account in such percentages, timing and frequency as WBI determines in its sole discretion, without prior consultation or notification to the Client. Allocating and reallocating Assets may result in taxable gains or losses to the Client. From time to time, a strategy, directly or through its allocation to ETFs or Affiliated ETFs, may invest in and hold cash or cash equivalents. During periods of high market volatility or downward market trends, a significant amount of holdings may be sold, resulting in a significant allocation to cash or cash equivalents for potentially longer periods of time. (c) The Client acknowledges that WBI may, in accordance with Client’s investment objectives, allocate the Assets in accordance with one or more of WBI’s proprietary portfolio strategies. The following disclosure is specifically applicable to WBI’s proprietary portfolio strategies:
Sample 1

Related to Discretionary Trading Authorization

  • Authorization of the Common Shares The Common Shares to be purchased by the Underwriters from the Company have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement, will be validly issued, fully paid and nonassessable.

  • Regulatory Authorizations Each Party represents and warrants that it has, or applied for, all regulatory authorizations necessary for it to perform its obligations under this Agreement.

  • Authorization of the Offered Shares The Offered Shares have been duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and the issuance and sale of the Offered Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Shares.

  • Authorization of the Common Stock The Placement Shares, when issued and delivered, will be duly authorized for issuance and sale pursuant to this Agreement and, when issued and delivered by the Company against payment therefor pursuant to this Agreement, will be duly authorized, validly issued, fully paid and nonassessable.

  • Board Authorization Prior to delivering notice of the proposed terms of an Agency Transaction pursuant to Section 1 (or at such time as otherwise agreed between the Company and the Agents), the Company shall have (i) obtained from its board of directors or a duly authorized committee thereof all necessary corporate authority for the sale of the Shares pursuant to the relevant Agency Transaction, and (ii) provided to the Agents a copy of the relevant board or committee resolutions or other authority.

  • Authorization of the Placement Shares The Placement Shares, when issued and paid for as contemplated herein, will be validly issued, fully paid and nonassessable, will be issued in compliance with all applicable securities laws, and will be free of preemptive, registration or similar rights, and will conform to the description of the Common Stock contained in the Registration Statement and the Prospectus.

  • Necessary Authorizations Each Borrower Party and each Subsidiary of a Borrower Party has obtained all Necessary Authorizations, and all such Necessary Authorizations are in full force and effect except, other than with respect to the transactions contemplated by the Loan Documents, where failure to obtain such Necessary Authorizations, or the failure of such Necessary Authorizations to be in full force and effect, could not reasonably be expected to have a Materially Adverse Effect. None of such Necessary Authorizations is the subject of any pending or, to the best of each Borrower Party’s knowledge, threatened attack or revocation, by the grantor of the Necessary Authorization except, other than with respect to the transactions contemplated by the Loan Documents, where the revocation by the grantor of such Necessary Authorizations could not reasonably be expected to have a Materially Adverse Effect.

  • NASDAQ Approval The Company and the Purchaser agree that until the Company either obtains shareholder approval of the issuance of the Securities, or an exemption from NASDAQ's corporate governance rules as they may apply to the Securities, and an opinion of counsel reasonably acceptable to the Purchaser that NASDAQ's corporate governance rules do not conflict with nor may result in a delisting of the Company's common stock from the SmallCap Market (the "Approval") upon the conversion of the Notes, the Purchaser may not receive upon conversion of the Notes more than the number of common shares greater than 19.9% of the shares of Company's common stock outstanding on the Closing Date. Provided the closing price of the Common Stock on a Principal Market is less than $.25 per share for three consecutive trading days (such third day being the "Trigger Date"), the Company covenants to obtain the Approval required pursuant to the NASDAQ's corporate governance rules to allow conversion of all the Notes and interest thereon. The Company further covenants to file the preliminary proxy statement relating to the Approval with the Commission on or before thirty days after the Trigger Date ("Proxy Filing Date"). The Company further covenants to obtain the Approval no later than ninety days after the Trigger Date ("Approval Date"). The Company's failure to (i) file the proxy on or before the Proxy Filing Date; or (ii) the Company's failure to obtain the Approval on or before the Approval Date (each being an "Approval Default") shall be deemed an Event of Default under the Note, but only to the extent the Notes and interest thereon that may not be converted due to the Company's failure to obtain such Approval.

  • Required Authorizations There is no requirement to make any filing with, give any notice to, or obtain any Authorization of, any Governmental Entity as a condition to the lawful completion of the transactions contemplated by this Agreement.

  • HSR Clearance Any waiting period (and any extension thereof) under the HSR Act and the rules and regulations promulgated thereunder applicable to the transactions contemplated hereby, shall have expired or been terminated.