Investment Advisory Representation Sample Clauses

Investment Advisory Representation. Except for advice given to members of such Manager's immediate family, such Manager does not provide investment advisory or investment management services to any person or entity, other than on behalf of Mesirow Asset Management, pursuant to an investment advisory agreement between Mesirow Asset Management and a client (including for these purposes a client that is a registered or private investment company).
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Investment Advisory Representation. Such Stockholder does not serve as an investment adviser (within the meaning of the Advisers Act) to, or provide, directly or indirectly, Investment Management Services to, any person or entity, other than on behalf of the Company (and, after giving effect to the Asset Transfer (assuming the due authorization, validity and enforceability of the Asset Transfer Agreement), the LLC) pursuant to an investment advisory agreement between the Company (and, after giving effect to the Asset Transfer, the LLC) and a client thereof, except as set forth in Schedule 4.4.
Sample 1Sample 2
Investment Advisory Representation. Except for such Seller's own account and advice given to such Seller's spouse, children, grandchildren, parents and siblings and which such Seller is managing without a fee or any other remuneration, such Seller does not provide investment advisory or Investment Management Services to any person or entity, other than on behalf of the Company or its Subsidiaries pursuant to an investment advisory or management agreement between the Company or any of its Subsidiaries and a Client thereof.
Sample 1
Investment Advisory Representation. Except for his own account and advice given in a director or trustee capacity to a charitable organization (which positions and organizations are set forth on SCHEDULE 4.5) or given to such Stockholder's spouse, children, grandchildren, parents and siblings and which such Stockholder is managing without a fee or any other remuneration, such Stockholder does not provide investment advisory or investment management services to any person or entity, other than on behalf of the Company pursuant to an investment advisory agreement between the Company and a client thereof.
Sample 1
Investment Advisory Representation. Except for his or her own account and advice given to members of such Majority Management Owner's Immediate Family (which such Majority Management Owner is managing without a fee or any other remuneration), such Majority Management Owner does not provide Investment Management Services to any Person, other than on behalf of the Xxxxxx Companies or the WY LLC pursuant to an investment advisory agreement between one of the Xxxxxx Companies or the WY LLC and a client thereof.
Sample 1
Investment Advisory Representation. Except for Investment Management Services provided by the Principal for his own account or the account of his Immediate Family and that the Principal is managing without a fee or any other remuneration, the Principal does not provide Investment Management Services to any Person other than on behalf of the Company and its Subsidiaries pursuant to an investment advisory or management agreement between the Company or one of its Subsidiaries and a customer or client thereof.
Sample 1
Investment Advisory Representation. Except for his or her own account and advice given to such Stockholder's spouse, children, grandchildren, parents and siblings and which such Stockholder is managing without a fee or any other remuneration, such Stockholder does not provide Investment Management Services to any person or entity, other than on behalf of the Company (and, after giving effect to the Closing and the Asset Transfer, the LLC), pursuant to an investment advisory agreement between the Company (and, after giving effect to the Closing and the Asset Transfer, the LLC) and a client thereof.
Sample 1
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Investment Advisory Representation. Except for his own account and advice given in a director or trustee capacity to a charitable organization (which positions and organizations are set forth on Schedule 4.5) or given to such Majority Stockholder's spouse, children, grandchildren, parents and siblings and which such Stockholder is managing without a fee or any other remuneration, such Stockholder does not provide investment advisory or investment management services to any person or entity, other than on behalf of the Company (and, after giving effect to the Closing and the LLC Contribution, the LLC), pursuant to an investment advisory agreement between the Company (and, after giving effect to the Closing and the LLC Contribution, the LLC) and a client thereof.
Sample 1

Related to Investment Advisory Representation

  • Investment Representation The Holder hereby represents and covenants that (a) any share of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of vesting of any shares of Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Holder of any shares of Stock subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, shall execute any documents which the Board shall in its sole discretion deem necessary or advisable.

  • Investment Representations (i) The Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any public sale or distribution thereof.

  • Investment Advisor The Buyer is an investment advisor registered under the Investment Advisors Act of 1940.

  • The Sub-Adviser’s Representations The Sub-Adviser represents, warrants and agrees that it has all requisite power and authority to enter into and perform its obligations under this Agreement, and has taken all necessary corporate action to authorize its execution, delivery and performance of this Agreement. The Sub-Adviser represents, warrants and agrees that it is registered as an adviser under the Advisers Act.

  • Investment Advisory Agreement (A) The terms of the Investment Advisory Agreement, including compensation terms, comply in all material respects with all applicable provisions of the 1940 Act and the Advisers Act and (B) the approvals by the board of directors and the stockholders of the Company of the Investment Advisory Agreement have been made in accordance with the requirements of Section 15 of the 1940 Act applicable to companies that have elected to be regulated as business development companies under the 1940 Act.

  • Investment Advisory Services The Adviser undertakes to act as investment adviser of the Portfolio and shall, subject to the supervision of the Fund's Board of Trustees, direct the investments of the Portfolio in accordance with the investment objective, policies and limitations as provided in the Portfolio's Prospectus or other governing instruments, as amended from time to time, the Investment Company Act of 1940 and rules thereunder, as amended from time to time (the "1940 Act"), and such other limitations as the Portfolio may impose by notice in writing to the Adviser. The Adviser shall also furnish for the use of the Portfolio office space and all necessary office facilities, equipment and personnel for servicing the investments of the Portfolio; and shall pay the salaries and fees of all officers of the Fund, of all Trustees of the Fund who are "interested persons" of the Fund or of the Adviser and of all personnel of the Fund or the Adviser performing services relating to research, statistical and investment activities. The Adviser is authorized, in its discretion and without prior consultation with the Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Portfolio. The investment policies and all other actions of the Portfolio are and shall at all times be subject to the control and direction of the Fund's Board of Trustees.

  • Investment Adviser The Buyer is an investment adviser registered under the Investment Advisers Act of 1940.

  • Investor Representations This Note has been issued subject to certain investment representations of the original Holder set forth in the Purchase Agreement and may be transferred or exchanged only in compliance with the Purchase Agreement and applicable federal and state securities laws and regulations.

  • Additional Investment Representations Executive represents and warrants that:

  • Investment Advisory Duties Subject to the supervision of the Trustees and the Advisor, the Sub-Advisor will, in coordination with the Advisor as described below: (a) provide a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund in accordance with the Fund’s investment objectives, policies and limitations as stated in the Fund’s current Prospectus and Statement of Additional Information as provided to the Sub-Advisor by the Advisor, as they may be amended from time to time; provided, that the Advisor shall provide the Sub-Advisor reasonable advance notice of any change to such investment objectives, policies and limitations. The Sub-Advisor further agrees that, in performing its duties hereunder, it will:

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