Adviser Conduct definition

Adviser Conduct has the meaning provided in Section 4.1(d).
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Adviser Conduct has the meaning provided in SECTION 4.1(D).
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Examples of Adviser Conduct in a sentence

  • The arbitrator shall determine (i) whether the Adviser Conduct that is the subject of the applicable Objection Notice occurred, (ii) the amount of the Floor Shortfall directly or indirectly attributable to such Adviser Conduct as of such date of determination, and/or (iii) the amount of any Additional Floor Shortfall as of such date of determination.

  • The amount of any Floor Shortfall directly or indirectly attributable to Adviser Conduct and/or Additional Floor Shortfall determined by the arbitrator shall be as of the date of such determination.

  • If the Adviser does not provide the Warranty Provider with the Objection Notice within such five Business Day period, then the Adviser shall be deemed to have agreed to the Warranty Provider’s determination of the existence of Adviser Conduct and of the amount of the Floor Shortfall directly or indirectly attributable to the Adviser Conduct and the amount of the Additional Floor Shortfall, in each case as contained in the Determination Notice.

  • The Warranty Provider shall notify (the “Determination Notice”) the Adviser in writing of its determination that Adviser Conduct has occurred and any Floor Shortfall directly or indirectly attributable to such Adviser Conduct and any Additional Floor Shortfall.

  • Notwithstanding anything contained in this Section 4.1(d) to the contrary, solely for purposes of this Section 4.1(d), the Adviser shall not be deemed to have committed Adviser Conduct and consequently shall not be liable for any payment under this Section 4.1(d) if (a) a Potential Trigger Event occurs and (b) such Potential Trigger Event is cured or waived within the cure period specified in Section 4.1(a) for the cure of such Potential Trigger Event.

  • The Warranty Provider shall notify (the "Determination Notice") the Adviser in writing of its determination of such PV Shortfall directly or indirectly attributable to the Adviser Conduct.

  • By signing this agreement, the adviser also agrees to the tenants of the Adviser Conduct Code and the Dress Code.

  • If the Adviser does not provide the Warranty Provider with the Objection Notice within such three Business Day period, then the Adviser shall be deemed to have agreed to the Warranty Provider's determination of the PV Shortfall directly or indirectly attributable to the Adviser Conduct contained in the Determination Notice.

  • The amount of such PV Shortfall directly or indirectly attributable to the Adviser Conduct shall be equal to the sum of the differences with respect to each Class of Shares, if negative, between (a) the actual NAV Per Share as of the date of determination and (b) the hypothetical NAV Per Share of a hypothetical portfolio comprised of the actual portfolio assets as of the date of determination adjusted to eliminate the effect of the Adviser Conduct.

  • If the Adviser and the Warranty Provider cannot agree on a revision to Schedule 1 to the Irrevocable Instructions that both parties agree conforms to the Bond Ladder, any Floor Shortfall resulting from the Adviser’s revision of such Schedule 1 shall be considered to be the result of Adviser Conduct and shall be subject to the procedures set forth in Section 4.1 hereto.

Related to Adviser Conduct

  • Improper Conduct means conduct which offers any obstruction to the deliberations of proper action of Council.

  • Disabling Conduct shall have the meaning designated in Section 8.4 hereof.

  • Covered Conduct Any actual or alleged act, failure to act, negligence, statement, error, omission, breach of any duty, conduct, event, transaction, agreement, misstatement, misleading statement or other activity of any kind whatsoever from the beginning of time through the Reference Date (and any past, present, or future consequence of any such act, failure to act, negligence, statement, error, omission, breach of duty, conduct, event, transaction, agreement, misstatement, misleading statement or other activity) relating in any way to (1) the discovery, development, manufacture, packaging, repackaging, marketing, promotion, advertising, labeling, recall, withdrawal, distribution, delivery, monitoring, reporting, supply, sale, prescribing, dispensing, physical security, warehousing, use or abuse of, or operating procedures relating to, any Product, or any system, plan, policy or advocacy relating to any Product or class of Products, including, but not limited to, any unbranded promotion, marketing, programs, or campaigns relating to any Product or class of Products; (2) the characteristics, properties, risks, or benefits of any Product; (3) the reporting, disclosure, non-reporting or non- disclosure to federal, state or other regulators of orders placed with any Released Entity; or (4) diversion control programs or suspicious order monitoring; provided, however, that as to any Claim that a Releasor has brought or could bring, Covered Conduct does not include non- compliance with statutory or administrative supply security standards concerning cleanliness of facilities or stopping counterfeit products, so long as such standards apply to the storage and distribution of both controlled and non-controlled pharmaceuticals.

  • Unprofessional conduct means the same as that term is defined in

  • Standard of Conduct means the standard for conduct by Indemnitee that is a condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to, arising out of or resulting from an Indemnifiable Claim. The Standard of Conduct is (i) good faith and a reasonable belief by Indemnitee that his action was in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, that Indemnitee had no reasonable cause to believe that his conduct was unlawful, or (ii) any other applicable standard of conduct that may hereafter be substituted under Section 145(a) or (b) of the Delaware General Corporation Law or any successor to such provision(s).

  • Prohibited conduct means bullying or cyberbullying as defined in this policy or retaliation or reprisal for asserting, alleging, reporting, or providing information about such conduct or knowingly making a false report about bullying.

  • Outside Activity means any private practice, private consulting, additional teaching or research, or other activity, compensated or uncompensated, which is not part of the employee's assigned duties and for which the University has provided no compensation.

  • Detrimental Conduct means, as determined by the Company, the Participant’s serious misconduct or unethical behavior, including any of the following: (a) any violation by the Participant of a restrictive covenant agreement that the Participant has entered into with the Company or an Affiliate (covering, for example, confidentiality, non-competition, non-solicitation, non-disparagement, etc.); (b) any conduct by the Participant that could result in the Participant’s Separation from Service for Cause; (c) the commission of a criminal act by the Participant, whether or not performed in the workplace, that subjects, or if generally known would subject, the Company or an Affiliate to public ridicule or embarrassment, or other improper or intentional conduct by the Participant causing reputational harm to the Company, an Affiliate, or a client or former client of the Company or an Affiliate; (d) the Participant’s breach of a fiduciary duty owed to the Company or an Affiliate or a client or former client of the Company or an Affiliate; (e) the Participant’s intentional violation, or grossly negligent disregard, of the Company’s or an Affiliate’s policies, rules, or procedures; or (f) the Participant taking or maintaining trading positions that result in a need to restate financial results in a subsequent reporting period or that result in a significant financial loss to the Company or an Affiliate.

  • PJM Code of Conduct means the code of ethical standards, guidelines and expectations for PJM’s employees, officers and Board Members in their transactions and business dealings on behalf of PJM as posted on the PJM website and as may be amended from time to time.

  • Consultant Guidelines means the “Guidelines: Selection and Employment of Consultants by World Bank Borrowers” published by the Bank in May 2004 and revised in October 2006.

  • Code of Conduct means an agreement or set of rules not imposed by law, regulation or administrative provision of a Member State which defines the behaviour of traders who undertake to be bound by the code in relation to one or more particular commercial practices or business sectors;

  • Professional Conduct Committee means the professional conduct committee established by the Council in terms of section 12(2)(b);

  • Investor Relations Activities means any activities, by or on behalf of the Company or a shareholder of the Company, that promote or reasonably could be expected to promote the purchase or sale of securities of the Company, but does not include:

  • NYISO Code of Conduct means the rules, procedures and restrictions concerning the conduct of the ISO directors and employees, contained in Attachment F to the NYISO OATT.

  • School-Sponsored Activity means any activity conducted on or off school property (including school buses and other school-related vehicles) that is sponsored, recognized or authorized by the Board of Education.

  • Independent Board Member means a trustee of the Fund who is neither an “interested person” of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, nor a party to the Proceeding with respect to which indemnification or advances are sought.

  • Reckless Conduct means conduct where the supplier of the recreational services is aware, or should reasonably have been aware, of a significant risk that the conduct could result in personal injury to another person and engages in the conduct despite the risk and without adequate justification;

  • criminal conduct means conduct which—

  • Insider Trading Policy means the written policy of the Company pertaining to the purchase, sale, transfer or other disposition of the Company’s equity securities by Directors, Officers, Employees or other service providers who may possess material, nonpublic information regarding the Company or its securities.

  • Independent Director means a director referred to in Section 149 (6) of the Companies Act, 2013.

  • Abusive conduct means verbal, nonverbal, or physical conduct of a parent or student directed toward a school employee that, based on its severity, nature, and frequency of occurrence, a reasonable person would determine is intended to cause intimidation, humiliation, or unwarranted distress.

  • Unlawful conduct means the same as that term is defined in Sections 58-1-501 and 58-17b-501.

  • Detrimental Activity means, unless otherwise determined by the Committee, in the applicable Award Agreement: (a) the disclosure to anyone outside the Company or its Affiliates, or the use in any manner other than in the furtherance of the Company’s or its Affiliate’s business, without written authorization from the Company, of any confidential information, trade secrets or proprietary information, relating to the business of the Company or its Affiliates that is acquired by a Participant prior to the Participant’s Termination; (b) activity while employed or performing services that results, or if known could result, in the Participant’s Termination that is classified by the Company as a termination for Cause; (c) any attempt, directly or indirectly, to solicit, induce or hire (or the identification for solicitation, inducement or hiring of) any employee of the Company or its Affiliates to be employed by, or to perform services for, the Participant or any person or entity with which the Participant is associated (including, but not limited to, due to the Participant’s employment by, consultancy for, equity interest in, or creditor relationship with such person or entity) or any person or entity from which the Participant receives direct or indirect compensation or fees as a result of such solicitation, inducement or hire (or the identification for solicitation, inducement or hire) without, in all cases, written authorization from the Company; (d) any attempt, directly or indirectly, to solicit in a competitive manner any customer or prospective customer of the Company or its Affiliates at the time of a Participant’s Termination, without, in all cases, written authorization from the Company; (e) the Participant’s Disparagement, or inducement of others to do so, of the Company or its Affiliates or their past and present officers, directors, employees or products; or (f) breach of any agreement between the Participant and the Company or an Affiliate (including, without limitation, any employment agreement or noncompetition or nonsolicitation agreement). For purposes of sub-sections (a), (c), and (d) above, the General Counsel, Chief Operating Officer, Senior Vice President of Human Resources or the Chief Executive Officer of the Company shall have authority to provide the Participant, except for himself or herself, with written authorization to engage in the activities contemplated thereby and no other person shall have authority to provide the Participant with such authorization.

  • Compliance Program means the program established by CNYCC to prevent, detect, and address compliance issues that arise with respect to PPS operations, projects or activities.

  • Supplier Code of Conduct means the code of that name published by the Government Commercial Function originally dated September 2017, as may be amended, restated, updated, re-issued or re-named from time to time;

  • Insider Trading Regulations means the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.