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. 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. 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:
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.
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. The Company will use its reasonable best efforts to obtain as promptly as practicable, (a) if required by the terms of the advisory agreement with any Registered Fund, the approval of 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 to that in effect immediately prior to the Closing, and (b) a consent to assignment from each other Client to whom it or any of its Subsidiaries is providing investment advisory services; provided that in no event shall the Company be deemed to have failed to satisfy the condition set forth in Section 7.03(b) solely on the basis that any such approvals or consents have not been obtained as of the Closing Date.
Section 15 of the Investment Company Act. (a) IJL will use its reasonable best efforts to obtain as promptly as practicable, (i) the approval of the stockholders of each of the Funds, pursuant to the provisions of Section 15 of the Investment Company Act if applicable thereto, of a new investment company advisory agreement for such Funds no less favorable to IJL or its Subsidiaries to that in effect immediately prior to the Closing and (ii) a consent to assignment from each private account holder to whom it is providing investment advisory services.
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. ----------
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 (b) neither Buyer nor any of its Affiliates, for a period of not less than two years after the Closing Date, shall have any express or implied understanding, arrangement or intention to impose an "unfair burden" (as such term is used in Section 15(f) of the Investment Company Act) on any of the Funds as a result of the transactions contemplated herein. Notwithstanding anything to the contrary contained herein, the covenants of Buyer contained in this Section 5.5 are intended only for the benefit of the parties hereto.
