Registered Fund Consent Process Sample Clauses

Registered Fund Consent Process. (a) With respect to each Registered Fund, the Company Group shall, in accordance with Applicable Law, use their respective reasonable best efforts to: (a) as promptly as reasonably practicable after the date of this Agreement, to the extent required by Applicable Law and the terms of any Contract or any Organizational Document of such Registered Fund (i) obtain the approval of a majority of the Registered Fund Board and a majority of the members of such Registered Fund Board who are not “interested persons” (as such term is defined in Section 2(a)(19) of the Investment Company Act) of such Registered Fund (“Registered Fund Board Approval”) of a new investment advisory agreement between the adviser to such Registered Fund and the Company, the Buyer or one of its Affiliates (including, after giving effect to the Closing, the Company Group), as applicable (a “New IAA”) that (1) becomes effective as of the later of the Closing Date and the approval of such New IAA by the vote of a “majority of the outstanding voting securities” (as defined in the Investment Company Act) of such Registered Fund (“Registered Fund Shareholder Approval”), if Registered Fund Shareholder Approval is required under Applicable Law, and (2) contains terms substantially the same as the Company Group Investment Contract between a member of the Company Group and such Registered Fund as in effect on the date of this Agreement (or, if the Company Group Investment Contract is amended after the date hereof as permitted by this Agreement, as in effect on the date of such amendment), and (ii) cause the Registered Fund Board to recommend approval of such New IAA to the shareholders of such Registered Fund, if such approval is required under Applicable Law; (b) to the extent required by Applicable Law, cause the Registered Fund Board to call a meeting of the shareholders of such Registered Fund to approve the New IAA for such Registered Fund, such meeting to occur as soon as reasonably practicable (taking into consideration the applicable quorum requirements), subject to the terms of such Registered Fund’s governing documents and Applicable Law, following the date of this Agreement; and (c) if Registered Fund Shareholder Approval is required with respect to a Registered Fund, as promptly as reasonably practicable after the date of this Agreement, and consistent with Applicable Law and the terms of any Contract or any governing document of a Registered Fund, obtain Registered Fund Board Approval o...
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Related to Registered Fund Consent Process

  • Registered Form; Denominations; Transfer; Exchange The Notes are in registered form without coupons in denominations of $2,000 principal amount and any multiple of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Trustee may require a Holder to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. Pursuant to the Indenture, there are certain periods during which the Trustee will not be required to issue, register the transfer of or exchange any Note or certain portions of a Note.

  • Construction of the Agreement; Fund Participation Agreements The parties have entered into one or more Fund Participation Agreements between or among them for the purchase and redemption of shares of the Funds by the Accounts in connection with the Contracts. This Agreement supplements those Fund Participation Agreements. To the extent the terms of this Agreement conflict with the terms of a Fund Participation Agreement, the terms of this Agreement shall control.

  • Receipts Issuable in Global Registered Form If the Company shall determine in a writing delivered to the Depositary that the Receipts are to be issued in whole or in part in the form of one or more Global Registered Receipts, then the Depositary shall, in accordance with the other provisions of this Deposit Agreement, execute and deliver one or more Global Registered Receipts evidencing such Receipts, which (i) shall represent, and shall be denominated in an amount equal to the aggregate principal amount of, the Receipts to be represented by such Global Registered Receipt or Receipts, and (ii) shall be registered in the name of the Global Receipt Depository therefor or its nominee. Notwithstanding any other provision of this Deposit Agreement to the contrary, unless otherwise provided in the Global Registered Receipt, a Global Registered Receipt may only be transferred in whole and only by the applicable Global Receipt Depository for such Global Registered Receipt to a nominee of such Global Receipt Depository, or by a nominee of such Global Receipt Depository to such Global Receipt Depository or another nominee of such Global Receipt Depository, or by such Global Receipt Depository or any such nominee to a successor Global Receipt Depository for such Global Registered Receipt selected or approved by the Company or to a nominee of such successor Global Receipt Depository. Except as provided below, owners solely of beneficial interests in a Global Registered Receipt shall not be entitled to receive physical delivery of the Receipts represented by such Global Registered Receipt. Neither any such beneficial owner nor any direct or indirect participant of a Global Receipt Depository shall have any rights under this Deposit Agreement with respect to any Global Registered Receipt held on their behalf by a Global Receipt Depository and such Global Receipt Depository may be treated by the Company, the Depositary and any director, officer, employee or agent of the Company or the Depositary as the holder of such Global Registered Receipt for all purposes whatsoever. Unless and until definitive Receipts are delivered to the owners of the beneficial interests in a Global Registered Receipt, (1) the applicable Global Receipt Depository will make book-entry transfers among its participants and receive and transmit all payments and distributions in respect of the Global Registered Receipts to such participants, in each case, in accordance with its applicable procedures and arrangements, and (2) whenever any notice, payment or other communication to the holders of Global Registered Receipts is required under this Deposit Agreement, the Company and the Depositary shall give all such notices, payments and communications specified herein to be given to such holders to the applicable Global Receipt Depository. If an Exchange Event has occurred with respect to any Global Registered Receipt, then, in any such event, the Depositary shall, upon receipt of a written order from the Company for the execution and delivery of individual definitive registered Receipts in exchange for such Global Registered Receipt, shall execute and deliver individual definitive registered Receipts, in authorized denominations and of like tenor and terms in an aggregate principal amount equal to the principal amount of the Global Registered Receipt surrendered in exchange for such Global Registered Receipt. Definitive registered Receipts issued in exchange for a Global Registered Receipt pursuant to this Section shall be registered in such names and in such authorized denominations as the Global Receipt Depository for such Global Registered Receipt, pursuant to instructions from its participants, shall instruct the Depositary in writing. The Depositary shall deliver such Receipts to the persons in whose names such Receipts are so registered. Notwithstanding anything to the contrary in this Deposit Agreement, should the Company determine that the Receipts should be issued as a Global Registered Receipt, the parties hereto shall comply with the terms of each Letter of Representations.

  • Transfers to Non-QIB Institutional Accredited Investors The following provisions shall apply with respect to the registration of any proposed transfer of a Note to any Institutional Accredited Investor which is not a QIB (excluding Non-U.S. Persons):

  • Communications Relating to Fund Portfolio Securities The Custodian shall transmit promptly to each Fund all written information (including, without limitation, pendency of calls and maturities of Securities and expirations of rights in connection therewith and notices of exercise of put and call options written by the Fund and the maturity of futures contracts purchased or sold by the Fund) received by the Custodian from issuers of Securities being held for the Fund. With respect to tender or exchange offers, the Custodian shall transmit promptly to each Fund all written information received by the Custodian from issuers of the Securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. If a Fund desires to take action with respect to any tender offer, exchange offer or any other similar transaction, the Fund shall notify the Custodian at least three Business Days prior to the date of which the Custodian is to take such action.

  • Multi-Factor Authentication for Remote Access Transfer Agent shall use multi factor authentication and a secure tunnel, or another strong authentication mechanism, when remotely accessing Transfer Agent’s internal network.

  • Form, Dating and Denominations; Legends (a) The Notes and the Trustee’s certificate of authentication will be substantially in the form attached as Exhibit A. The terms and provisions contained in the form of the Note annexed as Exhibit A constitute and are hereby expressly made a part of this Indenture. The Notes may have notations, legends or endorsements required by law, rules of or agreements with national securities exchanges to which the Company is subject, or usage. Each Note will be dated the date of its authentication. The Notes will be issuable only in denominations of $1,000 in principal amount and any integral multiple thereof.

  • Act Registered Funds T. Rowe Price All-Cap Opportunities Fund, Inc. NAG 7018 Mutual Fund - Parent T. Rowe Price Balanced Fund, Inc. BAL 7047 Mutual Fund - Parent T. Rowe Price Blue Chip Growth Fund, Inc. BCG 70A6 Mutual Fund - Parent T. Rowe Price Capital Appreciation Fund, Inc. CAF 7025 Mutual Fund - Parent T. Rowe Price Communications & Technology Fund, Inc. MTF 70A9 Mutual Fund - Parent T. Rowe Price Corporate Income Fund, Inc. CIF 70E6 Mutual Fund - Parent T. Rowe Price Credit Opportunities Fund, Inc. CRO 70E9 Mutual Fund - Parent T. Rowe Price Diversified Mid-Cap Growth Fund, Inc. DMG 70Q7 Mutual Fund - Parent T. Rowe Price Dividend Growth Fund, Inc. DGF 7081 Mutual Fund - Parent T. Rowe Price Equity Funds, Inc. Mutual Fund - Parent

  • Additional Provisions Required in Global Security Unless otherwise specified as contemplated by Section 3.1, any Global Security issued hereunder shall, in addition to the provisions contained in Sections 2.2 and 2.3, bear a legend in substantially the following form: THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

  • Format of Fund Documents The Fund shall provide the Fund Documents to the Company (or its designee) in an electronic format that is suitable for website posting, and in a format, or formats, that:

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