Section 15 of the Investment Company Act. Neither Buyer nor any of its Subsidiaries has any express or implied understanding or arrangement which would impose an "unfair burden" (as such term is used in Section 15(f) of the Investment Company Act) on any of the Funds or would in any way violate Section 15(f) of the Investment Company Act, as a result of the transactions contemplated hereby.
Section 15 of the Investment Company Act. Neither TAG nor any of its Affiliates has any express or implied understanding or arrangement which would impose an unfair burden on any of the Opgroup Public Investment Company Clients or would in any way violate Section 15(f) of the Investment Company Act as a result of the Merger.
Section 15 of the Investment Company Act. (a) The Company will use its reasonable best efforts to obtain as promptly as practicable, (i) the approval of the stockholders of each of the Registered Funds, pursuant to the provisions of Section 15 of the Investment Company Act applicable thereto, of a new investment company advisory agreement for such Registered Funds no less favorable to the Company or its Subsidiaries to that in effect immediately prior to the Closing, and (ii) a consent to assignment from each private accountholder to whom it is providing investment advisory services.
(b) Acquiror shall use its reasonable best efforts to assure, prior to the Closing Date, the satisfaction of the conditions set forth in Section 15(f) of the Investment Company Act with respect to each Registered Fund.
(c) Acquiror agrees to use its reasonable best efforts to assure compliance with the conditions of Section 15(f) of the Investment Company Act with respect to the Registered Funds.
Section 15 of the Investment Company Act. The parties each agree to use all commercially reasonable efforts to ensure compliance with the requirements of Section 15(f) of the Investment Company Act in respect of this Agreement and the transactions contemplated hereunder. In that regard, the Purchaser shall conduct its business and shall, subject to applicable fiduciary duties in relation to any Public Fund, use its commercially reasonable efforts to cause each of its Subsidiaries to conduct their business, so as to enable (i) for a period of three years after the Closing Date, at least 75% of the members of each board of directors/trustees of each Public Fund not to be (A) “interested persons” (as that term is defined in the Investment Company Act) of the investment adviser of the relevant Fund after the Closing, or (B) “interested persons” (as that term is defined in the Investment Company Act) of the investment adviser of the relevant Fund immediately prior to the Closing and (ii) there not to be imposed an “unfair burden” (as that term is defined in the Investment Company Act) on any Public Fund as a result of the transactions contemplated hereby, or any express or implied terms, conditions or understandings applicable thereto; provided, however, that if the Purchaser shall have obtained an order from the SEC exempting it from the provisions of Section 15(f), while still maintaining the “safe harbor” provided by Section 15(f), then this covenant shall be deemed to be modified to the extent necessary to permit the Purchaser to act in any manner consistent with such SEC exemptive order.
Section 15 of the Investment Company Act. Buyer's ------------------------------------------------- Covenants. Buyer agrees to use its commercially reasonable efforts to assure ---------- compliance with the conditions of Section 15(f) of the Investment Company Act with respect to the Funds. Without limiting the foregoing, Buyer agrees that: (a) for a period of not less than three years after the Closing Date, Buyer shall use its commercially reasonable efforts to assure that no more than 25% of the members of any Fund Board shall be "interested persons" (as such term is defined for purposes of Section 15(f)(1)(A) of the Investment Company Act) of Buyer (or such other entity which is an Affiliate of Buyer which acts as adviser or subadviser to the Funds); and (
Section 15 of the Investment Company Act. If the Merger and the transactions contemplated hereby constitute a deemed "assignment" (as defined in the Investment Company Act and the Investment Advisers Act) of the advisory agreement with any Registered Fund or any other Client:
(a) the Company will use its reasonable best efforts to obtain as promptly as practicable, (i) if required by the Investment Company Act or by the terms of the advisory agreement with any Registered Fund, the approval of the Board of Directors and the stockholders of each such Registered Fund, pursuant to the provisions of Section 15 of the Investment Company Act applicable thereto, of a new investment company advisory agreement for such Registered Fund with the applicable Subsidiary of the Company no less favorable to the Company or its Subsidiaries than that in effect immediately prior to the Effective Time and (ii) a consent to assignment (which may be in the form of a "negative consent") from each other Client to whom it or any of its Subsidiaries is providing investment advisory services;
(b) Parent will use its reasonable best efforts to assure, prior to the Closing, the satisfaction of the conditions set forth in Section 15(f) of the Investment Company Act with respect to each Registered Fund; and
(c) Parent agrees to use its reasonable best efforts to assure compliance with the conditions of Section 15(f) of the Investment Company Act with respect to the Registered Funds; provided that in no event shall the conditions set forth in Sections 7.01(c), 7.02(b) and 7.03(b) be deemed not to have been satisfied solely on the basis that such consents or approvals have not been obtained, or the conditions described in (b) or (c) above have not been satisfied or complied with, at the Effective Time.
Section 15 of the Investment Company Act. Prior to the Closing, Seller shall use its best efforts to ensure compliance with Section 15(f) of the Investment Company Act, so that the transactions contemplated by this Agreement will be in compliance at the Closing with Section 15(f) of the Investment Company Act, including using such efforts to ensure that at the time of the Closing at least 75% of the members of the board of directors or trustees (as applicable) of each Sponsored Fund are not “interested persons” (as such term is defined in the Investment Company Act) of Seller or any Affiliate thereof or Purchaser or any Affiliate thereof. Purchaser will use its best efforts to ensure compliance with the conditions of Section 15(f) of the Investment Company Act as it applies to the transactions contemplated by this Agreement. Without limitation of the foregoing, but without interfering with any Sponsored Fund’s compliance with clause (ii) of the fund governance standards as defined in Rule 0-1 under the Investment Company Act, from and after the Closing Purchaser shall use its best efforts to conduct the business of Purchaser and its Affiliates (including, from and after the Closing, the Subject Companies) so as to ensure that (i) for a period of at least three years after the Closing Date, at least 75% of the members of the board of directors or trustees (as applicable) of each such Sponsored Fund (and of any fund sponsored by Purchaser or any of its Affiliates into which any Sponsored Fund is merged) are not “interested persons” of the Seller or any Affiliate thereof or Purchaser or any Affiliate thereof, and (ii) for a period of at least two years after the Closing Date, there is not imposed on any Sponsored Fund (or any fund sponsored by Purchaser or any of its Affiliates into which a Sponsored Fund is merged) an “unfair burden” (within the meaning of Section 15(f) of the Investment Company Act) as a result of the transactions contemplated by this Agreement, or any express or implied terms, conditions or understandings applicable thereto. Notwithstanding anything to the contrary contained herein, the covenants of the parties contained in this Section 6.9 are intended only for the benefit of the parties to this Agreement and for no other Person.
Section 15 of the Investment Company Act. The Acquirer agrees to use its reasonable best efforts to cause the following to be true regarding Section 15(f) of the Investment Company Act with respect to each Proprietary Fund Client: (a) For a period of not less than three years following the Closing, no more than twenty- five percent (25%) of the members of the board of directors or trustees (as applicable) of such Proprietary Fund Client shall be "interested persons" (as defined in the Investment Company Act) of the Acquirer, R&A, any R&A Shareholder or any of their respective Affiliates; and (b) for a period of not less than two years following the Closing, neither the Acquirer nor any Affiliate of the Acquirer which acts as an adviser to such Proprietary Fund Client shall have any express or implied understanding, arrangement or intention to impose an "unfair burden" (within the meaning of Section 15(f) of the Investment Company Act) on such Proprietary Fund Client as a result of the transactions contemplated herein or shall impose such an unfair burden; provided, however, that the Acquirer shall not be deemed responsible hereunder with respect to a failure of any of the foregoing to be true to the extent that such failure resulted from (i) modifications to existing contractual arrangements (or the imposition of new contractual arrangements) between R&A or RFS and any such Proprietary Fund Client following the date of this Agreement and prior to the Closing (other than the contractual arrangements contemplated by this Agreement) or (ii)the unilateral actions of CMR following the Closing taken without Board Approval.
Section 15 of the Investment Company Act. From and after the Closing Date, AMH will and will use reasonable best efforts to cause each of its Affiliates to assure that:
Section 15 of the Investment Company Act. Company ------------------------------------------------- Covenants. ----------
(a) The Symphony Parties and Buyer will use their commercially reasonable efforts to obtain, and to cause the Funds to obtain, as promptly as practicable, the necessary approval of the Fund Boards and the shareholders of each Fund, pursuant to the provisions of Section 15 of the Investment Company Act applicable thereto, of a new Investment Company Advisory Agreement for such Fund with such agreement (i) having the same advisory fees in effect as of the date hereof, (ii) becoming effective upon the Closing, and (iii) otherwise having substantially the same terms as currently in effect, except that, in the case of the Schwab Analytics Fund, the party to the applicable Investment Company Advisory Agreement shall be the Company instead of SAMI.
(b) Without limiting the foregoing, the Symphony Parties and Buyer shall (i) use their commercially reasonable efforts to obtain all consents and approvals necessary to be obtained by the Company, any of its Affiliates or the Funds, in order for the parties to consummate the transactions contemplated in this Agreement, (ii) use their commercially reasonable efforts to cause each Fund and the shareholders of each such Fund to give or obtain any such consents or approvals relating to the Funds and to use their commercially reasonable efforts to cause each Fund to prepare, file with and cause to be cleared by the SEC and all other Governmental Authorities having jurisdiction thereover, as promptly as practicable after the date hereof, all proxy solicitation materials required to be distributed to the shareholders of the Funds with respect to the actions to be approved by the shareholders of the Funds in connection with this Agreement, and (iii) use their commercially reasonable efforts to cause such Funds to mail such proxy solicitation materials to the shareholders of the Fund promptly after clearance thereof by the SEC and to convene a meeting of the shareholders of each Fund as soon as reasonably practicable after the mailing of the proposal as described in Section 5.2(b)(ii), all such consents and proxy solicitation materials to be in a form reasonably satisfactory to Buyer, Parent and Maestro.
