Common use of Private Funds Clause in Contracts

Private Funds. The Company shall use commercially reasonable efforts to obtain, as promptly as reasonably practicable following the date of this Agreement, the consent of each Private Fund for which consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement with the Company or any of its Subsidiaries is required by applicable law or by such Private Fund’s Investment Advisory Arrangement as a result of the transactions contemplated by this Agreement. In furtherance thereof, as promptly as reasonably practicable following the date of this Agreement, and except as provided on Schedule 7.2(b)(i): (i)(A) if the applicable Investment Advisory Arrangement expressly requires the written consent of investors to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement with the Company or any of its Subsidiaries, or (B) permits consent to be obtained by a Fund Negative Consent Notice (as defined below) and the Company or the applicable Subsidiary determines, in its discretion, that for commercial reasons it would be prudent or appropriate to obtain the written consent of one or more investors in such Private Fund to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement, then the Company shall, and shall cause its Subsidiaries to, as applicable, send a written notice, which shall be in form and substance reasonably satisfactory to Parent, to each investor in such Private Fund described in Clause (A) or such investors described in Clause (B) requesting the written consent of the investor to the assignment or deemed assignment of the Investment Advisory Arrangement and informing each investor in the Private Fund of the intention (X) to complete the transactions contemplated by this Agreement, which will result in an assignment or deemed assignment of the Investment Advisory Arrangement with the Private Fund, and (Y) to continue to provide the advisory services pursuant to the existing Investment Advisory Arrangement with such Private Fund after the Closing so long as a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory Arrangement) of the investors provide (and do not withdraw) their consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement; provided that any Private Fund described in Clause (A) shall be deemed a Non-Consenting Client unless and until a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory Arrangement) of the investors provide (and have not withdrawn) their consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement, and any Private Fund described in Clause (B) shall be deemed a Non-Consenting Client unless and until a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory Arrangement) of the investors shall be deemed in the aggregate to have provided (and not withdrawn) their consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement according to the method of consent (either written or negative) solicited; and (ii) for all Investment Advisory Arrangements with Private Funds not described in (i) above, and provided that the same is permitted pursuant to the applicable Investment Advisory Arrangement, the Company shall, and shall cause its Subsidiaries to, as applicable, send a written notice (the “Fund Negative Consent Notice”), which shall be in form and substance reasonably satisfactory to Parent, to each investor in the applicable Private Fund informing each investor: (A) of the transactions contemplated by this Agreement; (B) of the intention to complete the transactions contemplated by this Agreement, which will result in an assignment or deemed assignment of such Investment Advisory Arrangement; (C) of the intention of the Company or the applicable Subsidiary to continue to provide the advisory services pursuant to the existing Investment Advisory Arrangement with such Private Fund after the Closing so long as a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory Arrangement) of the investors consent to the assignment; and (D) that the consent of such investor will be deemed to have been granted if such investor does not affirmatively object to such assignment within forty-five (45) days after the sending of the Fund Negative Consent Notice. Notwithstanding the foregoing, with respect to any Private Fund for which an Additional Private Fund Consent is required as set forth on Schedule 7.2(b)(ii) of the Company Disclosure Schedule, such Private Fund shall be deemed a Non-Consenting Client until such Additional Private Fund Consent has been obtained and remains in full force and effect at Closing.

Private Funds. (i) The Company shall, and shall cause the RIA Subsidiary to, use commercially reasonable best efforts to obtain, as promptly as reasonably practicable following after the date of this AgreementNo-Shop Period Start Date, the consent Consent of each Private Fund for which consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement with the Company or any of its Subsidiaries Agreement is required by applicable law Applicable Law, or is required by such Private Fund’s Investment Advisory Arrangement Agreement (for purposes of this ‎‎‎Section 8.02(b), “Advisory Agreement” shall, where the context requires, be deemed to include the applicable Private Fund’s organizational documents) as a result of the transactions contemplated by this Agreement in accordance with the terms of the applicable Advisory Agreement. In furtherance thereof, as promptly as reasonably practicable following the date of this Agreement, and except as provided on Schedule 7.2(b)(i): No-Shop Period Start Date: (i)(AA) if the applicable Investment Advisory Arrangement Agreement expressly requires the written consent of investors to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement with the Company or any of its Subsidiaries, or (B) permits consent to be obtained by a Fund Negative Consent Notice (as defined below) and the Company or the applicable Subsidiary determines, in its discretion, that for commercial reasons it would be prudent or appropriate to obtain the written consent of one or more investors in such Private Fund to the assignment or deemed assignment of such Private Fund’s Investment Advisory ArrangementAgreement, then the Company shall, and or shall cause its Subsidiaries the RIA Subsidiary to, as applicable, send a written notice, which shall be in form and substance reasonably satisfactory to Parent, to each investor in such Private Fund described in Clause (A) or such investors described in Clause (B) requesting the written consent of the investor to the assignment or deemed assignment of the Investment Advisory Arrangement Agreement and informing each investor in the Private Fund of the intention (X1) to complete the transactions contemplated by this Agreement, which will result in an assignment or a deemed assignment of the Investment Advisory Arrangement Agreement with the Private Fund, and (Y2) for the RIA Subsidiary to continue to provide the advisory services pursuant to the existing Investment Advisory Arrangement Agreement with such Private Fund after the Closing so long as a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory Arrangement) Required Percentage of the investors provide (and do not withdraw) their consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory ArrangementAgreement; provided that any such Private Fund described in Clause (A) shall be deemed a Non-Consenting Client unless and until a majority-in-interest (or the Required Percentage of such higher percentage as may be required under the applicable Investment Advisory Arrangement) of the Private Fund’s investors provide (and have not withdrawn) their consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory ArrangementAgreement, and any at which time, except as provided in the proviso in the definition of “Consenting Client,” such Private Fund described in Clause (B) shall be deemed a Non-Consenting Client unless and until a majority-in-interest (or such higher percentage as may be required for all purposes under the applicable Investment Advisory Arrangement) of the investors shall be deemed in the aggregate to have provided (and not withdrawn) their consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement according to the method of consent (either written or negative) solicitedthis Agreement; and (iiB) for all Investment Advisory Arrangements Agreements with Private Funds not described in (iclause ‎(A) above, and provided that the same is permitted pursuant to the applicable Investment Advisory Arrangement, the Company shall, and or shall cause its Subsidiaries the RIA Subsidiary to, as applicable, send a written notice (the “Private Fund Negative Consent Notice”), which shall be in form and substance reasonably satisfactory to ParentParent and, to the extent applicable, in the form as required by the applicable Advisory Agreement, to each investor in the applicable Private Fund (each such investor to which this clause ‎(B) applies, a “Negative Consent Investor”) informing each investorNegative Consent Investor: (A1) of the transactions contemplated by this Agreement; (B2) of the intention to complete the transactions contemplated by this Agreement, which will result in an assignment or a deemed assignment of such Investment Advisory ArrangementAgreement; (C3) of the intention of the Company or the applicable RIA Subsidiary to continue to provide the advisory services pursuant to the existing Investment Advisory Arrangement Agreement with such Private Fund after the Closing so long as a majority-in-interest (or the Required Percentage of such higher percentage as may be required under the applicable Investment Advisory Arrangement) of the Private Fund’s investors consent or are deemed to have consented to the assignment; and (D4) that such Negative Consent Investor may affirmatively consent in writing to such deemed assignment or, in the absence of such affirmative consent or such Negative Consent Investor’s objecting thereto prior to the Closing, the consent of such investor Negative Consent Investor will be deemed to have been granted if such investor Negative Consent Investor does not affirmatively expressly object in writing to such assignment within forty-five (45) 45 days after the sending of the Private Fund Negative Consent Notice. Notwithstanding At the foregoingend of such 45-day period, with respect if such Negative Consent Investor has not during such period objected in writing to any such deemed assignment, such Negative Consent Investor shall be deemed to have consented to such deemed assignment for all purposes under this Agreement. In the case of each Private Fund for which an Additional Private Fund Consent is required as set forth on Schedule 7.2(b)(ii) described in the foregoing clause ‎(B), upon the consent or deemed consent of the Company Disclosure Scheduleapplicable Required Percentage of such Private Fund’s investors, except as provided in the proviso in the definition of “Consenting Client,” such Private Fund shall be deemed a Non-Consenting Client until such Additional Private Fund Consent has been obtained and remains in full force and effect at Closingfor all purposes under this Agreement.

Private Funds. The Company shall use commercially reasonable efforts to obtainobtain with respect to each Private Fund, in accordance with Applicable Law and the applicable Fund Documents, as promptly as reasonably practicable following after the date of this Agreement, (i) the consent Consent of each such Private Fund (and/or the investors therein) for which consent Consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement Agreement with the Company or any of its Subsidiaries is required by applicable law Applicable Law or by such Private Fund’s Investment Advisory Arrangement Fund Documents as a result of the transactions contemplated by this AgreementAgreement and (ii) any Additional Private Fund Consent applicable to such Private Fund. In furtherance thereof, as promptly as reasonably practicable following the date of this Agreement, and except as provided on Schedule 7.2(b)(i): : (i)(Ai) if (A) Applicable Law or the applicable Investment Advisory Arrangement expressly requires Fund Documents require the written consent of investors to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement Agreement with the Company or any of its Subsidiaries, or (B) permits consent to be obtained by a such Private Fund Negative Consent Notice is described in clause (as defined belowii) and below but the Company or the applicable Subsidiary determines, in its discretion, that for commercial reasons it would be prudent or appropriate to obtain the written consent of one or more investors in such Private Fund to the assignment or deemed assignment of such Private Fund’s Investment Advisory ArrangementAgreement, then the Company shall, and shall cause its Subsidiaries to, as applicable, send a written notice, which shall be in accordance with Applicable Law and the applicable Fund Documents and in form and substance reasonably satisfactory to Parent, to each investor in such Private Fund described in Clause clause (A) or such investors described in Clause clause (B) (with the Consent of the remaining investors in a Private Fund described in clause (B) to be solicited in accordance with clause (ii) below) requesting the written consent of the investor to the assignment or deemed assignment of the Investment Advisory Arrangement Agreement and informing each investor in the Private Fund of the intention (X) to complete the transactions contemplated by this Agreement, which will result in an assignment or deemed assignment of the Investment Advisory Arrangement Agreement with the Private Fund, and (Y) to continue to provide the advisory services pursuant to the existing Investment Advisory Arrangement Agreement with such Private Fund after the Closing so long as a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory ArrangementFund Documents) of the investors provide (and do not withdraw) their consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory ArrangementAgreement; provided that any Private Fund described in Clause clause (A) shall be deemed a Non-Consenting Client unless and until a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory ArrangementFund Documents) of the investors provide (and have not withdrawn) their written consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory ArrangementAgreement, and any Private Fund described in Clause clause (B) shall be deemed a Non-Consenting Client unless and until a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory ArrangementFund Documents) of the investors shall be deemed in the aggregate to have provided (and not withdrawn) their consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement Agreement according to the method of consent (either written or negative) solicited; and (ii) for all Investment Advisory Arrangements Agreements with Private Funds not described in clause (iA) above, and provided that the same is permitted pursuant to the applicable Investment Advisory Arrangement, the Company shall, and shall cause its Subsidiaries to, as applicable, send a written notice (the “Private Fund Negative Consent Notice”), which shall be in form and substance reasonably satisfactory to Parent, to each investor (other than an investor described in clause (B) above) in the applicable Private Fund informing each investor: (A) of the transactions contemplated by this Agreement; (B) of the intention to complete the transactions contemplated by this Agreement, which will result in an assignment or deemed assignment of such Investment Advisory ArrangementAgreement; (C) of the intention of the Company or the applicable Subsidiary to continue to provide the advisory services pursuant to the existing Investment Advisory Arrangement Agreement with such Private Fund after the Closing so long as a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory ArrangementFund Documents) of the investors consent or are deemed to have consented to the assignment; and (D) that the consent of such investor will be deemed to have been granted if such investor does not affirmatively expressly object in writing to such assignment within forty-five (45) days after the sending of the Private Fund Negative Consent Notice; provided that any Private Fund described in clause (ii) shall be deemed a Non-Consenting Client unless and until a majority-in-interest (or such higher percentage as may be required under the applicable Fund Documents) of the investors shall be deemed in the aggregate to have provided (and not withdrawn) their consent to the assignment or deemed assignment of such Private Fund’s Advisory Agreement. Notwithstanding the foregoing, with respect to any Private Fund for which an Additional Private Fund Consent is required as set forth on Schedule 7.2(b)(ii) of the Company Disclosure Schedulerequired, such Private Fund shall be deemed a Non-Consenting Client until such Additional Private Fund Consent has been obtained or deemed to have been obtained in accordance with Applicable Law and the applicable Fund Documents and remains in full force and effect at Closing. For the avoidance of doubt, ‎Section 6.05(d) below shall govern with respect to obtaining Consents in respect of Non-U.S. Retail Funds.

Private Funds. The Company shall use commercially reasonable efforts to obtain, as promptly as reasonably practicable following the date of this Agreement, the consent of each Private Fund for which consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement with the Company or any of its Subsidiaries is required by applicable law Applicable Law or by such Private Fund’s Investment Advisory Arrangement as a result of the transactions contemplated by this AgreementAgreement (such consents, the “Private Fund Consents”). In furtherance thereof, as promptly as reasonably practicable following the date of this Agreement, and except as provided on Schedule 7.2(b)(i): (i)(A) if the applicable Investment Advisory Arrangement expressly requires the written consent of investors to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement with the Company or any of its Subsidiaries, or (B) permits consent to be obtained by a Fund Negative Consent Notice (as defined below) and the Company or the applicable Subsidiary determines, in its discretion, that for commercial reasons it would be prudent or appropriate to obtain the written consent of one or more investors in such Private Fund to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement, then the Company shall, and shall cause its Subsidiaries to, as applicable, send a written notice, which shall be in form and substance reasonably satisfactory to Parent, notice to each investor in such Private Fund described in Clause (A) or such investors described in Clause (B) requesting the written consent of the investor to the assignment or deemed assignment of the Investment Advisory Arrangement and informing each investor in the Private Fund of the intention (X) to complete the transactions contemplated by this Agreement, which will result in an assignment or deemed assignment of the Investment Advisory Arrangement with the Private Fund, and (Y) to continue to provide the advisory services pursuant to the existing Investment Advisory Arrangement with such Private Fund after the Closing so long as a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory Arrangement) of the investors provide (and do not withdraw) their consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement; provided that any Private Fund described in Clause (A) shall be deemed a Non-Consenting Client unless and until a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory Arrangement) of the investors provide (and have not withdrawn) their consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement, and any Private Fund described in Clause (B) shall be deemed a Non-Consenting Client unless and until a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory Arrangement) of the investors shall be deemed in the aggregate to have provided (and not withdrawn) their consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement according to the method of consent (either written or negative) solicited; and (ii) for all Investment Advisory Arrangements with Private Funds not described in (i) above, and provided that the same is permitted pursuant to the applicable Investment Advisory Arrangement, the Company shall, and shall cause its Subsidiaries to, as applicable, send a written notice (the “Fund Negative Consent Notice”), which shall be in form and substance reasonably satisfactory to Parent, ) to each investor in the applicable Private Fund informing each investor: (A) of the transactions contemplated by this Agreement; (B) of the intention to complete the transactions contemplated by this Agreement, which will result in an assignment or deemed assignment of such Investment Advisory Arrangement; (C) of the intention of the Company or the applicable Subsidiary to continue to provide the advisory services pursuant to the existing Investment Advisory Arrangement with such Private Fund after the Closing so long as a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory Arrangement) of the investors consent to the assignmentClosing; and (D) that the consent of such investor will be deemed to have been granted if such investor does not affirmatively object to such assignment within forty-five (45) days after the sending of the Fund Negative Consent Notice. Notwithstanding The Company shall provide Parent with drafts of the foregoingform of Fund Negative Consent Notice or other consent notice to be sent to a Private Fund pursuant to this Section 7.2(b) and Parent shall have the right to review and approve, with in advance, the form and substance of such notice (such approval not to be unreasonably withheld, conditioned or delayed). With respect to any all Private Funds permitted to receive, and that only receive, a Fund Negative Consent Notice, they shall be deemed to be a Consenting Client for which an Additional Private Fund Consent is all purposes of this Agreement, including Section 8.2, if a majority in interest (or such higher percentage as may be required as set forth on Schedule 7.2(b)(iiunder the applicable Investment Advisory Agreement) of the Company Disclosure Schedule, investors in such Private Fund shall be deemed a Non-Consenting Client until does not object by the means specified in such Additional Private Fund Negative Consent has been obtained and remains Notice prior to the expiration of the period set forth in full force and effect at Closingthe Fund Negative Consent Notice.

Private Funds. The Company shall use commercially reasonable efforts to obtainobtain with respect to each Private Fund, in accordance with Applicable Law and the applicable Fund Documents, as promptly as reasonably practicable following after the date of this Agreement, (i) the consent Consent of each such Private Fund (and/or the investors therein) for which consent Consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement Agreement with the Company or any of its Subsidiaries is required by applicable law Applicable Law or by such Private Fund’s Investment Advisory Arrangement Fund Documents as a result of the transactions contemplated by this AgreementAgreement and (ii) any Additional Private Fund Consent applicable to such Private Fund. In furtherance thereof, as promptly as reasonably practicable following the date of this Agreement, and except as provided on Schedule 7.2(b)(i): : (i)(Ai) if (A) Applicable Law or the applicable Investment Advisory Arrangement expressly requires Fund Documents require the written consent of investors to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement Agreement with the Company or any of its Subsidiaries, or (B) permits consent to be obtained by a such Private Fund Negative Consent Notice is described in clause (as defined belowii) and below but the Company or the applicable Subsidiary determines, in its discretion, that for commercial reasons it would be prudent or appropriate to obtain the written consent of one or more investors in such Private Fund to the assignment or deemed assignment of such Private Fund’s Investment Advisory ArrangementAgreement, then the Company shall, and shall cause its Subsidiaries to, as applicable, send a written notice, which shall be in accordance with Applicable Law and the applicable Fund Documents and in form and substance reasonably satisfactory to Parent, to each investor in such Private Fund described in Clause clause (A) or such investors described in Clause clause (B) (with the Consent of the remaining investors in a Private Fund described in clause (B) to be solicited in accordance with clause (ii) below) requesting the written consent of the investor to the assignment or deemed assignment of the Investment Advisory Arrangement Agreement and informing each investor in the Private Fund of the intention (X) to complete the transactions contemplated by this Agreement, which will result in an assignment or deemed assignment of the Investment Advisory Arrangement Agreement with the Private Fund, and (Y) to continue to provide the advisory services pursuant to the existing Investment Advisory Arrangement Agreement with such Private Fund after the Closing so long as a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory ArrangementFund Documents) of the investors provide (and do not withdraw) their consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory ArrangementAgreement; provided that any Private Fund described in Clause clause (A) shall be deemed a Non-Consenting Client unless and until a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory ArrangementFund Documents) of the investors provide (and have not withdrawn) their written consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory ArrangementAgreement, and any Private Fund described in Clause clause (B) shall be deemed a Non-Consenting Client unless and until a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory ArrangementFund Documents) of the investors shall be deemed in the aggregate to have provided (and not withdrawn) their consent to the assignment or deemed assignment of such Private Fund’s Investment Advisory Arrangement Agreement according to the method of consent (either written or negative) solicited; and (ii) for all Investment Advisory Arrangements Agreements with Private Funds not described in clause (iA) above, and provided that the same is permitted pursuant to the applicable Investment Advisory Arrangement, the Company shall, and shall cause its Subsidiaries to, as applicable, send a written notice (the “Private Fund Negative Consent Notice”), which shall be in form and substance reasonably satisfactory to Parent, to each investor (other than an investor described in clause (B) above) in the applicable Private Fund informing each investor: (A) of the transactions contemplated by this Agreement; (B) of the intention to complete the transactions contemplated by this Agreement, which will result in an assignment or deemed assignment of such Investment Advisory ArrangementAgreement; (C) of the intention of the Company or the applicable Subsidiary to continue to provide the advisory services pursuant to the existing Investment Advisory Arrangement Agreement with such Private Fund after the Closing so long as a majority-in-interest (or such higher percentage as may be required under the applicable Investment Advisory ArrangementFund Documents) of the investors consent or are deemed to have consented to the assignment; and (D) that the consent of such investor will be deemed to have been granted if such investor does not affirmatively expressly object in writing to such assignment within forty-five (45) days after the sending of the Private Fund Negative Consent Notice; provided that any Private Fund described in clause (ii) shall be deemed a Non-Consenting Client unless and until a majority-in-interest (or such higher percentage as may be required under the applicable Fund Documents) of the investors shall be deemed in the aggregate to have provided (and not withdrawn) their consent to the assignment or deemed assignment of such Private Fund’s Advisory Agreement. Notwithstanding the foregoing, with respect to any Private Fund for which an Additional Private Fund Consent is required as set forth on Schedule 7.2(b)(ii) of the Company Disclosure Schedulerequired, such Private Fund shall be deemed a Non-Consenting Client until such Additional Private Fund Consent has been obtained or deemed to have been obtained in accordance with Applicable Law and the applicable Fund Documents and remains in full force and effect at Closing. For the avoidance of doubt, Section 6.05(d) below shall govern with respect to obtaining Consents in respect of Non-U.S. Retail Funds.