Selection of Securities Sample Clauses

Selection of Securities. Licensor shall serve as the Portfolio Consultant of the Trust and prior to 12:00 p.m. (C.S.T.) on the third business day before the date of deposit for each Series (such prior day being the “Target Date”), provide GFD with a list of Appropriate Securities for deposit by GFD, in its sole discretion, into the Trust for the benefit of such Series. The date that the Appropriate Securities are deposited is referred to herein as the “Deposit Date”. GFD shall provide to Licensor the registration statement relating to the Trust and any amendments thereto (the “Registration Statement”) prior to the Target Date for each Series. Licensor hereby covenants, represents and warrants that, as of any Target Date, any list of Appropriate Securities furnished pursuant to this Agreement shall be appropriate for inclusion in such Trust based on the investment objectives and criteria set forth in the copy of the Trust’s Registration Statement most recently provided to the Licensor prior to the Target Date. Licensor further covenants, represents and warrants that: (i) as of the Target Date, the list of Appropriate Securities will be consistent, and not conflict, with that provided to other clients of the Licensor with similar investment objectives and strategies and a substantially similar investment program to the Strategy; (ii) the list of Appropriate Securities shall be selected based on the Strategy, which is an objective, verifiable and non-discretionary strategy; (iii) the historical performance results of the Strategy provided to GFD will be based on all of the components of the Strategy; and (iv) Licensor shall not tamper with such results on a historical or “going forward” basis. GFD acknowledges that the services pursuant to this Agreement will not be: (i) based on the circumstances of, or otherwise tailored to, the Trust, or (ii) deemed to be investment advice to or for the Trust (within the meaning of the Advisers Act). Licensor shall not have “investment discretion” over any Trust assets for purposes of the Advisers Act and shall not have authority to place orders for the execution of transactions or to give instructions to GFD with respect to Trust assets. Except for Licensor’s obligations to GFD under this Agreement, the Licensor shall have no obligations or responsibilities with respect to, the provision of advice to the Trust, or for determining the appropriateness or suitability of the Strategy or any of the securities included therein, for the Trust. It shall ...
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Selection of Securities. During the period commencing on the date set forth above and ending concurrently with the Initial Term (as defined in Section 6 hereof), Xxx Xxxxxx shall provide PWP with reasonable advance notice of the filing of each registration statement (inclusive of any post-effective amendments) pertaining to a Trust (each, a "Registration Statement") and, subject to the foregoing, PWP will provide to Xxx Xxxxxx within ten (10) days of Xxx Xxxxxx'x written request a list of securities in accordance with the securities selection criteria set forth in Exhibit A in connection with each Trust. Xxx Xxxxxx will then choose the final portfolio of securities (the "Selected Securities") based upon all information available to it, including, among other factors, market capitalization and liquidity considerations. Such Selected Securities will be deposited in the related Trust's portfolio (the "Portfolio Securities"); In addition, PWP hereby agrees to consult periodically with and advise Xxx Xxxxxx regarding the securities or methodologies used to select the Portfolio Securities at a time and place mutually agreed upon by the parties. With the prior consent of PWP, which consent will not be unreasonably withheld, Xxx Xxxxxx may permit others associated with the operation, management or marketing of the Trusts to participate in these consultations. Each party hereto shall be responsible for all of its own expenses incurred in connection with this Agreement; provided, that in the event that a representative of PWP incurs travel expenses (i.e., transportation, hotel, meals) in connection with the above-described activities, Xxx Xxxxxx shall reimburse PWP for all such reasonable expenses. Notwithstanding the preceding, PWP is not, and shall not be, obligated to engage in any way or to any extent in any marketing or promotional activities in connection with the Trusts or in making any representation or statement to investors or prospective investors in connection with the marketing or promotion of the Trusts by Xxx Xxxxxx.
Sample 1

Related to Selection of Securities

  • Valuation of Securities Securities shall be valued in accordance with (a) the Fund's Registration Statement, as amended or supplemented from time to time (hereinafter referred to as the "Registration Statement"); (b) the resolutions of the Board of Trustees of the Fund at the time in force and applicable, as they may from time to time be delivered to FUND ACCOUNTING, and (c) Proper Instructions from such officers of the Fund or other persons as are from time to time authorized by the Board of Trustees of the Fund to give instructions with respect to computation and determination of the net asset value. FUND ACCOUNTING may use one or more external pricing services, including broker-dealers, provided that an appropriate officer of the Fund shall have approved such use in advance.

  • Evaluation of Securities Compensation for Evaluation; Portfolio Supervision and Bookkeeping and Administrative Services; Succession

  • Segregation of Securities The Bank shall identify on its books as belonging to the Fund the Foreign Portfolio Securities held by each foreign sub-custodian (each an "Eligible Foreign Custodian") selected by the Foreign Custody Manager, subject to receipt by the Bank of the necessary information from such Eligible Foreign Custodian if the Foreign Custody Manager is not the Bank.

  • REDEMPTION OF SECURITIES SECTION 1101.

  • Acquisition of Securities The Company shall not, and shall cause its Affiliates not to, resell or otherwise dispose of any Securities acquired by them, in the open market or otherwise, and shall, and shall cause its Affiliates to, surrender all such Securities acquired to the Trustee for cancellation.

  • Execution of Securities The Securities shall be signed on behalf of the Issuer by the chairman of the Board of Directors, the president, any vice president or the treasurer of the Issuer, under its corporate seal which may, but need not, be attested by its secretary or one of its assistant secretaries. Such signatures may be the manual or facsimile signatures of the present or any future such officers. The seal of the Issuer may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the Securities. Typographical and other minor errors or defects in any such reproduction of the seal or any such signature shall not affect the validity or enforceability of any Security that has been duly authenticated and delivered by the Trustee. In case any officer of the Issuer who shall have signed any of the Securities shall cease to be such officer before the Security so signed shall be authenticated and delivered by the Trustee or disposed of by the Issuer, such Security nevertheless may be authenticated and delivered or disposed of as though the person who signed such Security had not ceased to be such officer of the Issuer; and any Security may be signed on behalf of the Issuer by such persons as, at the actual date of the execution of such Security, shall be the proper officers of the Issuer, although at the date of the execution and delivery of this Indenture any such person was not such an officer.

  • Qualification of Securities The Company will arrange, if necessary, for the qualification of the Securities for sale under the laws of such jurisdictions as the Representative may designate and will maintain such qualifications in effect so long as required for the distribution of the Securities; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Securities, in any jurisdiction where it is not now so subject.

  • Reservation of Securities The Company shall maintain a reserve from its duly authorized shares of Common Stock for issuance pursuant to the Transaction Documents in such amount as may be required to fulfill its obligations in full under the Transaction Documents. In the event that at any time the then authorized shares of Common Stock are insufficient for the Company to satisfy its obligations in full under the Transaction Documents, the Company shall promptly take such actions as may be required to increase the number of authorized shares.

  • Disposition of Securities The Buyer shall not sell any Securities except as provided in this Agreement, the Registration Rights Agreement and the “Plan of Distribution” section of the prospectus included in the Registration Statement. The Buyer shall not transfer any Securities except pursuant to sales described in the “Plan of Distribution” section of the prospectus included in the Registration Statement or pursuant to Rule 144 under the 1933 Act. In the event of any sales of Securities pursuant to the Registration Statement, the Buyer will (i) effect such sales pursuant to the “Plan of Distribution” section of the prospectus included in the Registration Statement, and (ii) will comply with all applicable prospectus delivery requirements.

  • Authorization of Securities The Securities to be sold by the Company under this Agreement have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Company pursuant to this Agreement against payment of the consideration set forth herein, will be validly issued, fully paid and non-assessable; no holder of the Securities is or will be subject to personal liability by reason of being such a holder; and the issuance and sale of the Securities to be sold by the Company under this Agreement are not subject to any preemptive rights, rights of first refusal or other similar rights of any securityholder of the Company or any other person.

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