EXHIBIT 9(b)
LICENSE AGREEMENT RELATING TO USE OF NAME
AGREEMENT made as of the day of 1997, by and between XXXXXXX
XXXXX & CO., INC., a Delaware corporation
("ML & Co."), and XXXXXXX XXXXX CONVERTIBLE FUND, INC., a Maryland
corporation (the "Company").
W I T N E S S E T H :
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WHEREAS, ML & Co. was incorporated under the laws of the State of
Delaware on March 27, 1973 under the corporate name "Xxxxxxx Xxxxx & Co.,
Inc." and has used such name at all times thereafter;
WHEREAS, ML & Co. was duly qualified as a foreign corporation under the
laws of the State of New York on April 25, 1973 and has remained so qualified
at all times thereafter;
WHEREAS, the Company was incorporated under the laws of the State of
Maryland on May 24, 1985; and
WHEREAS, the Company desires to continue to qualify as a foreign
corporation under the laws of the State of New York and has requested ML &
Co. to give its consent to the use of the name "Xxxxxxx Xxxxx" in the
Company's corporate name.
NOW, THEREFORE, in consideration of the premises and of the covenants
hereinafter contained, ML & Co. and the Company hereby agree as follows:
1. ML & Co. hereby grants the Company a non-exclusive license to use
the words "Xxxxxxx Xxxxx" in its corporate name.
2. ML & Co. hereby consents to the qualification of the Company as a
foreign corporation under the laws of the State of New York with the words
"Xxxxxxx Xxxxx" in its corporate name and agrees to execute such formal
consents as may be necessary in connection with such filing.
3. The non-exclusive license hereinabove referred to has been given and
is given by ML & Co. on the condition that it may at any time, in its sole
and absolute discretion, withdraw the non-exclusive license to the use of the
words "Xxxxxxx Xxxxx" in the name of the Company; and, as soon as practicable
after receipt by the Company of written notice of the withdrawal of such
non-exclusive license, and in no event later than ninety days thereafter, the
Company will change its name so that such name will not thereafter include
the words "Xxxxxxx Xxxxx" or any variation thereof.
4. ML & Co. reserves and shall have the right to grant to any other
company, including without limitation, any other investment company, the
right to use the words "Xxxxxxx Xxxxx" or variations thereof in its name and
no consent or permission of the Company shall be necessary; but, if required
by an applicable law of any state, the Company will forthwith grant all
requisite consents.
5. The Company will not grant to any other company the right to use a
name similar to that of the Company or ML & Co. without the written consent
of ML & Co.
6. Regardless of whether the Company should hereafter change its name
and eliminate the words "Xxxxxxx Xxxxx" or any variation thereof from such
name, the Company hereby grants to ML & Co. the right to cause the
incorporation of other corporations or the organization of voluntary
associations which may have names similar to that of the Company or to that
to which the Company may change its name and to own all or any portion of the
shares of such other corporations or associations and to enter into
contractual relationships with such other corporations or associations,
subject to any requisite approval of a majority of the Company's shareholders
and the Securities and Exchange Commission and subject to the payment of a
reasonable amount to be determined at the time of use, and the Company agrees
to give and execute any such formal consents or agreements as may be
necessary in connection therewith.
7. This Agreement may be amended at any time by a writing signed by the
parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
XXXXXXX XXXXX & CO., INC.
By:
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XXXXXXX XXXXX CONVERTIBLE FUND, INC.
By:
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