Section 15(f) Sample Clauses

Section 15(f). (a) Buyer acknowledges and agrees that the transactions contemplated by this Agreement are intended to qualify for the treatment described in Section 15(f) of the Investment Company Act. In this regard, Buyer shall, and from and after the Closing Date shall, to the extent within its control, cause the BGI Business to comply with the conditions of Section 15(f) of the Investment Company Act, including (i) to assure that, for a period of three years after the Closing Date, at least 75% of the board of trustees or board of directors, as the case may be, of each Fund registered under the Investment Company Act or any permitted successor thereto are not “interested persons” of Buyer or Seller, or the respective “affiliated persons” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) of either; such efforts to include (A) causing any employee, officer, director or agent of Buyer, any Subsidiary of Buyer or any of their respective “affiliated persons” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) who shall be a trustee or director of any Fund registered under the Investment Company Act to resign when required to maintain such percentage, and (B) to ensure that vacancies on the board of trustees or board of directors, as the case may be, of any Fund registered under the Investment Company Act will be filled by a Person who is not an “interested person” of Buyer, any Subsidiary of Buyer or any of their respective “affiliated persons” (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC), who has been selected and proposed for election by a majority of the trustees or directors who are not such interested persons, and who has been elected by shareholders in accordance with Section 16(b) of the Investment Company Act; and (ii) refraining from imposing or seeking to impose, for a period of two years after the Closing Date, any “unfair burden” (as that term is defined in Section 15(f) of the Investment Company Act and interpreted by the SEC) on any Fund registered under the Investment Company Act. (b) None of Buyer or any of its affiliated persons (as that term is defined under applicable provisions of the Investment Company Act and interpreted by the SEC) has and Buyer shall ensure that no such persons have any express or implied understanding or arrangement which would reasonably be expect...
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Section 15(f). The Acquiring Fund and Purchaser shall from and after the Effective Time comply in all material respects with Section 15(f) of the 1940 Act and any rules and regulations thereunder.
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Section 15(f). (a) Buyer and Seller have entered into this Agreement in reliance upon the benefits and protections provided by Section 15(f) of the Investment Company Act. Each of Buyer and Seller (i) shall not take, and shall cause its Affiliates not to take, any action not contemplated by this Agreement that would have the effect, directly or indirectly, of causing the requirements of any of the provisions of Section 15(f) of the Investment Company Act not to be met in respect of this Agreement and the transactions contemplated hereby, and (ii) shall not fail to take any action if the failure to take such action would have the effect, directly or indirectly, of causing the requirements of any of the provisions of Section 15(f) of the Investment Company Act not to be met in respect of this Agreement and the transactions contemplated hereby. (b) Seller shall use commercially reasonable efforts to assure that, at the Closing, and Buyer shall use commercially reasonable efforts to conduct its business and to cause each of its Affiliates to conduct its business so as to assure that, for the three-year period following the Closing, the composition of the Gold Fund Board (including the board of directors or trustees (as applicable) of the surviving entity of the Gold Fund Reorganization) is in compliance at such times with Section 15(f)(1)(A) of the Investment Company Act. (c) For a period of two years after the Closing, Buyer shall conduct its business and shall cause each of its Affiliates to conduct its business so as to assure that there shall not be imposed on the Gold Fund (including the surviving entity of the Gold Fund Reorganization) an “unfair burden” (as described in Section 15(f) of the Investment Company Act) as a result of the transactions contemplated by this Agreement and the Ancillary Agreements, or any express or implied terms, conditions or understandings applicable thereto. (d) For a period of three years from the Closing, Buyer shall not engage, and shall cause its Affiliates not to engage, in any transaction that would constitute an “assignment” (as defined in the Investment Company Act) to a third party of any investment advisory agreement between (i) Buyer or any of its Affiliates and (ii) the Gold Fund (including the surviving entity of the Gold Fund Reorganization) unless it obtains a covenant in all material respects the same as that contained in this Section 5.18; provided that if Buyer or any of its Affiliates obtains an exemptive order from the S...
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Section 15(f). Buyer does not have any express or implied understanding or arrangement that would reasonably be expected to impose, or any intention to impose, an “unfair burden” (within the meaning of Section 15(f) of the Investment Company Act) on any of the FBR Series Funds for purposes of Section 15(f) of the Investment Company Act as a result of the transactions contemplated by this Agreement.
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Section 15(f). Buyer acknowledges that the Company has entered into this Agreement in reliance upon the benefits and protections afforded by Section 15(f) of the Investment Company Act. In furtherance (and not limitation) of the foregoing, Buyer 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, and recognizing that the Buyer will not control the Advised Funds or the Sub-Advised Funds, their boards of directors or trustees, or their third-party advisers, from and after the Closing Date, Buyer shall not take any action, or permit any of its Affiliates to take any action, that for a period of at least two years after the Closing Date, would impose on any Advised Fund or Sub-Advised Fund 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.
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Section 15(f). No Subject Company or Sponsored Regulated Fund has any express or implied understanding or arrangement that would reasonably be expected to impose, or any intention to impose, an “unfair burden” (within the meaning of Section 15(f) of Investment Company Act) on any of the Sponsored Regulated Funds for purposes of Section 15(f) of the Investment Company Act as a result of the transactions contemplated by this Agreement.
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Section 15(f). The Company shall use its best efforts to assure the compliance with the conditions of Section 15(f) of the Investment Company Act as it applies to the transactions contemplated by this Agreement.
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Section 15(f). Neither Buyer nor any of its Affiliates has any implied understanding or express agreement in effect with the Company or the Adviser or any other Person which would impose an unfair burden on the Company that would preclude satisfaction of the safe harbor provided by Section 15(f) of the Investment Company Act as a result of the transactions contemplated by this Agreement or the Interest Purchase Agreement.
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Section 15(f). (a) Buyer acknowledges that Seller is entering into this Agreement in reliance upon the benefits and protections provided by Section 15(f) of the Investment Company Act. Subject to applicable Law, Buyer shall, to the extent within its control, not take any action or omit to take any action, that would have the effect of causing the requirements of any of the provisions of Section 15(f) of the Investment Company Act not to be met in respect of the transactions contemplated by this Agreement. In that regard, without limitation, subject to applicable Law, Buyer shall take such actions as are within its control so that: (i) for a period of not less than three (3) years from and after the Closing, at least seventy-five percent (75%) of the members of each of the BDC Boards are not “interested persons” (within the meaning of Section 2(a)(19) of the Investment Company Act) of Buyer or Seller; and (ii) for a period of not less than two (2) years from and after the Closing, there shall not be imposed on any BDC an “unfair burden” (as reasonably interpreted under Section 15(f) of the Investment Company Act) as a result of the transactions contemplated by this Agreement or the Ancillary Agreements, or any express or implied terms, conditions or understandings applicable thereto or any other express or implied understandings or agreements to which Buyer or any of its Affiliates is a party.
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Related to Section 15(f)

  • Section 14 Upon timely request, the Department of Administrative Services shall make available at no cost to the Union the latest copy of any SEIU Local 503, OPEU bargaining unit employee statistical and expenditure reports relative to employment and benefits currently produced by the Department of Administrative Services which do not require manual or machine editing to remove confidential data or non-SEIU Local 503, OPEU bargaining unit employee data. Such request must be made in advance of the preparation of the reports. If new and appropriate employee statistical and expenditure reports are produced by the Department of Administrative Services, the Department and the Union may mutually agree in advance to provide such reports at no cost.

  • Section 17 Right Certificate Holder Not Deemed a Stockholder................13 Section 18. Concerning the Rights Agent......................................14 Section 19. Merger or Consolidation or Change of Name of Rights Agent........14 Section 20.

  • Section 12 contained herein shall be construed to include in the bargaining unit any person whose duties 44 as deputy, administrative assistant, supervisor, xxxxxxx or secretary necessarily imply a confidential 45 relationship to the Board of Directors or Superintendent of the District pursuant to RCW 41.56.030 (2).

  • SECTION 114 Language of Notices, Etc........................... 16

  • SECTION 112 Governing Law..................................................14 SECTION 113. Legal Holidays.................................................14

  • Section 16 The Company Board of Directors shall, to the extent necessary, take appropriate action, prior to or as of the Acceptance Time, to approve, for purposes of Section 16(b) of the Exchange Act the disposition and cancellation of Shares (including derivative securities with respect to Shares) resulting from the transactions contemplated by this Agreement.

  • Section 10 11. Article 10 Not To Prevent Events of Default or Limit Right To Accelerate..................... 91 SECTION 10.12. Trust Moneys Not Subordinated................................................................ 91 SECTION 10.13. Trustee Entitled To Rely..................................................................... 92 SECTION 10.14.

  • Section 7 11(a) of the Credit Agreement is hereby amended to read as follows:

  • Section 6 5 No Action Except Under Specified Documents or Instructions............................23 Section 6.6 Restrictions..........................................................................24

  • Section 4.3 12 The Association reserves and retains the right to delegate any right or duty contained herein to 13 appropriate officials of the Public School Employees of Washington State Organization.

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