Fund Approvals Sample Clauses

Fund Approvals. Subject to Section 1.1-RRR of the Seller Disclosure Schedule, Seller shall cause Adviser to, as soon as reasonably practicable following the date hereof, use its reasonable best efforts to solicit each Fund Board (other than with respect to any Liquidating Fund) to (i)(1) with respect to each Fund that is not a Sponsored ETF, approve a New Investment Company Advisory Agreement for such Fund, (2) with respect to each Sponsored ETF, approve an ETF Merger, and (3) with respect to each Sponsored Fund that is not a Sponsored ETF, (A) nominate as Fund director the nominees set forth on Section 6.2(a)(i)(3)(A) of the Seller Disclosure Schedule (the “Nominee Directors”) and accept the resignation of the directors set forth on Section 6.2(a)(i)(3)(A) of the Seller Disclosure Schedule, in each case effective as of the Closing Date, (B) approve a new distribution agreement for such Fund (“Fund Distribution Agreement”) with the applicable Buyer Distributor as a principal underwriter to such Fund, (C) approve a new sub-transfer agent agreement for such Fund (“Sub-TA Agreement”) with the applicable Buyer Sub-TA as a sub-transfer agent to such Fund, (D) approve a new custodian agreement for such Fund (“Custodian Agreement”) with the applicable Buyer Custodian as a custodian to such Fund, and (E) approve a new administration agreement for such Fund (“Administration Agreement”) with the applicable Buyer Administrator as an administrator to such Fund, and (ii) solicit the shareholders of such Fund to approve such New Investment Company Advisory Agreement or ETF Merger, as applicable, and, in the case of each Sponsored Fund that is not a Sponsored ETF, solicit the shareholders to elect the Nominee Directors (such Fund Board and shareholder approvals and consents, the “Fund Approvals”). For each approval under the foregoing clauses (i) and (ii), (A) such approval shall be in accordance with the applicable provisions under the Investment Company Act and (B)(1) as applicable, such New Investment Company Advisory Agreement and new Fund Distribution Agreement to be effective on the Closing Date and (2) as applicable, such New Investment Company Advisory Agreement shall be on substantially the same terms and conditions as the Investment Company Advisory Agreement in effect on the date hereof with respect to each Fund, including with respect to fees, and such new Fund Distribution Agreement, new Sub-TA Agreement (taken together with the existing transfer agent agreement), new Custo...
Sample 1
AutoNDA by SimpleDocs
Fund Approvals. 30 Section 6.6
Sample 1
Fund Approvals. Each of the Company and the Stockholder agrees to use commercially reasonable efforts to obtain the required approvals of the New Advisory Contracts on the same terms (other than term thereof) as the existing investment advisory agreements between the parties thereto.
Sample 1
Fund Approvals. Except as contemplated by Section 5.01(B), no action of the Fund Boards, the Board of Directors of any non- Investment Company Fund or the shareholders of the Funds is required in connection with the transactions contemplated by this Plan.
Sample 1

Related to Fund 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.

  • 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.

  • Regulatory Consents and Approvals All consents, approvals and actions of, filings with and notices to any Governmental or Regulatory Authority necessary to permit the parties to this Agreement to perform their obligations under it and to consummate the transactions contemplated hereby, (a) shall have been duly obtained, made or given, (b) shall be in form and substance reasonably satisfactory to EPI, (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, including under competition laws, shall have occurred.

  • 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.

  • Permits and Approvals The Company and Buyer each agree to cooperate and use their commercially reasonable efforts to obtain, and shall as promptly as practicable prepare all registrations, filings and applications, requests and notices preliminary to, all approvals and Permits that may be necessary or which may be reasonably requested by Buyer to consummate the transactions contemplated by this Agreement.

  • Authorization and Approvals No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority is required for the due execution, delivery and performance by the Borrower, the Parent, or any Guarantor of the Credit Documents to which it is a party or the consummation of the transactions contemplated thereby. At the time of each Borrowing, no authorization or approval or other action by, and no notice to or filing with, any Governmental Authority will be required for such Borrowing or the use of the proceeds of such Borrowing the absence of which could reasonably be expected to cause a Material Adverse Change.

  • Filings and Approvals Cooperate with the other in the preparation and filing, as soon as practicable, of (A) the Applications, (B) the Proxy Statement, (C) all other documents necessary to obtain any other approvals, consents, waivers and authorizations required to effect the completion of the Merger and the other transactions contemplated by this Agreement, and (D) all other documents contemplated by this Agreement;

  • Licenses and Approvals It has obtained all necessary licenses and approvals, in all jurisdictions where the failure to do so could reasonably be expected to materially and adversely affect its ability to acquire, own and service the Receivables.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!