Client Consents Sample Clauses
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Client Consents. (a) If consent or other action is required by Applicable Law or by the Investment Advisory Agreement of any Client for the Investment Advisory Agreement with such Client to continue after Closing, as promptly as practicable following the date of this Agreement, the Company shall, or shall cause the appropriate Subsidiary to, send a notice (“Notice”) complying with Applicable Law and the terms of such Client’s Investment Advisory Agreement informing such Client of the transactions contemplated by this Agreement and requesting such consent in writing and shall use its reasonable best efforts to obtain such consent, and the Company shall, and shall cause its Subsidiaries to, thereafter use their respective reasonable best efforts to obtain such consent.
(b) The Company, Parent and Merger Subsidiary agree that any consent required for any Investment Advisory Agreement with a Client to continue after the Closing shall be deemed given for all purposes under this Agreement (A) upon receipt of a written consent requested in the Notice prior to the Closing Date or (B) if no such written consent is received, if 45 days shall have passed since the sending of written notice (“Negative Consent Notice”) to such Client (which Negative Consent Notice may be included in the Notice sent to such Client as long as the Company provides an additional notice to such Client at least 15 days prior to the expiration of such 45 day period) requesting written consent as aforesaid and informing such Client: (I) of the intention to complete the transactions contemplated by this Agreement, which will result in a deemed assignment of such Client’s Investment Advisory Agreement; (II) of the Company’s (or the applicable Subsidiary’s) intention to continue to provide the advisory services pursuant to the existing Investment Advisory Agreement with such Client after the Closing if such Client does not terminate such agreement prior to the Closing; and (III) that the consent of such Client will be deemed to have been granted if such Client continues to accept such advisory services for a period of at least 45 days after the sending of the Negative Consent Notice without termination; provided that if the parties reasonably determine that written consent is required under Applicable Law or the respective Investment Advisory Agreement, such consent shall be deemed given only upon receipt of the written consent requested in the Notice prior to the Closing Date; provided, further, that, in any cas...
Client Consents. (a) As soon as practicable after the date hereof, Mesirow Asset Management shall notify all its clients (other than the Skyline Funds) of the transactions contemplated hereby and by the other Transaction Documents. Such notice shall be substantially in the form of Exhibit 8.1
(a) hereto unless otherwise agreed by Mesirow Asset Management and AMG with respect to a particular client or group of clients.
(b) On or prior to June 30, 1995, Mesirow Asset Management shall send to each client who received a notice in substantially the form of Exhibit 8.1
(a) hereto, and who has not returned such notice, a notice in substantially the form of Exhibit 8.1(b) hereto; unless otherwise agreed by Mesirow Asset Management and AMG with respect to a particular client or group of clients.
(c) The parties hereto will cooperate and use all commercially reasonable efforts to obtain, as soon as practicable, the written consent of each client of Mesirow Asset Management (other than the Skyline Funds) to the assignment of such client's investment advisory contract, where such client's investment advisory contract requires such written consent for the transactions contemplated hereby.
(d) With respect to the Skyline Funds, subject in all cases to the fiduciary duties to which it may be subject, Mesirow Holdings and Mesirow Asset Management shall use all commercially reasonable efforts (including, without limitation, the payment of reasonable printing, soliciting and similar expenses) to cause each of the Skyline Funds to call a meeting of its shareholders to consider, and to solicit its shareholders with regard to, the transactions contemplated hereby, including the investment advisory agreement with the Partnership contemplated under Section 6.3(b), the subsequent change in control of the Partnership to occur at the Closing, the investment advisory agreement contemplated to be in effect at and after the Closing and the election of trustees as contemplated in Section 6.12, consistent with all of the requirements of federal securities laws applicable to such solicitation.
Client Consents. (i) With respect to each Client whose Investment Contract requires written consent of the Client in order to effectuate an assignment of the Investment Contract (an “Affirmative Consent Client”), within three (3) Business Days following the date of this Agreement, Seller shall mail (via regular mail) to each such Client a notice in the form of Exhibit G-1. With respect to any Client whose Investment Contract does not require written consent of the Client in order to effectuate an assignment of the Investment Contract (a “Negative Consent Client”), within three (3) Business Days following the date of this Agreement, Seller shall mail (via regular mail) to each such Client a notice in the form of Exhibit G-2 (the “Initial Notice”). With respect to any Negative Consent Client who has not signed and returned to Seller a copy of the Initial Notice within twenty (20) days of mailing of such notice, Seller shall mail (via regular mail) to each such Negative Consent Client a notice in the form of Exhibit H not less than twenty (20) days after delivery of the Initial Notice and at least twenty (20) days prior to the Closing.
(ii) An Affirmative Consent Client properly receiving a notice pursuant to Section 5.3(e)(i) shall be treated as having given a Client Consent if it signs and returns to Seller a copy of the notice in the form of Exhibit G-1, provided such Client does not give any of the indications set forth in Section 5.3(e)(iii)(C). A Negative Consent Client properly receiving notices pursuant to Section 5.3(e)(i) shall be treated as having given a Client Consent if it does not sign and return to Seller a copy of the notice in the form of Exhibit G-2 or Exhibit H, if (1) the notices described in Section 5.03(e)(i) have been sent to such Negative Consent Client in the timeframes required and (2) before the Business Day immediately preceding the Closing Date, such Negative Consent Client has not (w) affirmatively refused to Consent to the assignment of its Investment Contract, (x) terminated its Investment Contract, (y) withdrawn all of its AUM or
Client Consents. 27 5.3 Authorizations............................................. 27 5.4 Authorization from Others.................................. 28 5.5 Conduct of Business........................................ 28 5.6
Client Consents. (a) Subject to their fiduciary duties under the applicable Requirements of Law, Seller shall cause each of GFWM and A Advisors to use reasonable best efforts to solicit the Fund Board of each Sponsored Fund to which it is an investment adviser (i) to approve new Sponsored Fund Investment Advisory Contracts for each of the Sponsored Funds and (ii) to solicit the shareholders of the Sponsored Funds to approve the foregoing, each in accordance with the provisions of the Investment Company Act, to be effective on the Closing and such new Sponsored Fund Investment Advisory Contracts shall be on substantially the same terms and conditions as in effect on the date of this Agreement (the “Required Sponsored Fund Consent”). Seller and Buyer shall equally bear responsibility for expenses related to such solicitations pursuant to this Section 7.7(a), including the preparation, printing and mailing of proxy statements, and other actions related to obtaining the solicitations.
(b) Subject to their fiduciary duties under the applicable Requirements of Law, Seller shall cause each of GFWM and A Advisors to use reasonable best efforts to ensure, at the Closing Date, that the composition of the board of directors or trustees, as the case may be, of each of the Sponsored Funds is in compliance at the time with Section 15(f)(1)(A) of the Investment Company Act. Parent agrees for a period of three (3) years following the Closing Date to use its reasonable best efforts to ensure compliance with the conditions of Section 15(f) of the Investment Company Act as it applies to the Sponsored Funds and the transactions contemplated by this Agreement.
(c) Seller and Parent have agreed to:
(i) forms of notice set forth in Exhibits H-1, H-2 and H-3 hereto that GFWM will send, substantially in those respective forms, to each Advisor, each GFWM Direct Client and each client with a written agreement pursuant to which an Advisor provides Investment Services to such client, respectively; and
(ii) forms of notice set forth in Exhibits H-4, H-5 and H-6 hereto that the relevant A Subsidiary will send, substantially in those respective forms, to each A Managed Account Client or Wrap Fee Client, each investor in an A Feeder Fund that is a limited partnership formed under Delaware law and each investor in an A Futures Fund or A Feeder Fund that is an exempted company formed under Cayman Islands law, respectively; in each case, as soon as practicable after the date of this Agreement. Seller and Par...
Client Consents. The Client agrees and understand that the Client will not be entitled to the delivery of, or be required to deliver, any financial instruments, nor ownership thereof or any other interest therein.
Client Consents. The Company shall, or shall cause the IA Subsidiary to, use commercially reasonable efforts to obtain the consent (which consent may take the form of negative consent, to the extent written consent is not required by such Client’s Advisory Contract or, if the Client is a Private Fund, the Private Fund’s Organizational Documents) of each Client to the deemed assignment of such Client’s Advisory Contract in connection with the transactions contemplated hereby (the “Advisory Client Consents”). In connection with obtaining the Advisory Client Consents, (a) the Company shall take reasonable steps to keep Parent reasonably informed of the status of obtaining such Advisory Client Consents and such other actions and, upon Parent’s request, make available to Parent copies of all such executed Advisory Client Consents and other records relating to the Advisory Client Consent process and (b) Parent shall have the right to review in advance of distribution the general forms of any notices or other materials to be distributed by the IA Subsidiary to Clients (or, if the Client is a Private Fund, any limited partner, member or beneficial owner of the Private Fund) and shall have the right to have its reasonable comments considered by the Company in a commercially reasonable manner prior to distribution.
Client Consents. 4.1 You agree and understand that you will not be entitled to delivery of, or be required to deliver, the Underlying of the Financial Instrument, nor ownership thereof or any other interest therein.
4.2 You agree and understand that no interest shall be due on the money we hold in your Account.
4.3 You agree and understand that we will affect any Transactions with you as an agent. Thus we will be transmitting your Orders for execution to another broker(s), and such broker(s) may be transmitting the orders received by us to other liquidity providers. These broker(s) are not necessarily operating in a regulated market. We are receiving set prices for the financial instruments you can trade on our platform and have no means of amending or requoting them.
4.4 You agree and understand that CFDs trading is not done in a regulated market.
4.5 You solemnly declare that you have carefully read and fully understood the entire text of the Client Agreement herein with which you fully and unreservedly agree.
4.6 You solemnly declare that you have read, understood found satisfactory and accept as an integral part of this Client Agreement the following information provided on our Website:
a) Risk Warnings and Risk Disclosures
b) Trading Conditions
4.7 You specifically consent to the provision of the information of Section 4.6 by means of our Website.
4.8 You confirm that you have regular access to the internet and consent to us providing you with information, including, without limitation, information about amendments to our Client Agreement, costs, fees, policies and information about the nature and risks of investments by posting such information on our Website.
4.9 You acknowledge that a variation which is made to reflect a change of law or regulation may, if necessary, take effect immediately without prior notice. We may vary this Client Agreement at any time and it remains solely your responsibility to stay informed about any changes. The latest version of our Client Agreement is available for access on our Website.
4.10 Your trading account must be established for trading purposes only. The Company is not a bank, nor does it keep deposits as a bank. We keep deposits only to maintain margins supporting the trading account and trading activities.
4.11 The Company may offer to its Clients the trading signal service. The service is provided by Trading Central™, a leading market-information and analysis provider. Trading Central™ offers technical insight, analyst views,...
Client Consents. Registration as an Investment Adviser and Registration of Investment Adviser Representatives.........................................................................
Client Consents. 40.1. You agree and understand that you will not be entitled to delivery of, or be required to deliver, the Underlying Asset of the Financial Instrument, nor ownership thereof or any other interest therein.
40.2. You agree and understand that no interest shall be due on the money we hold in your Account.
40.3. You agree and understand that CFDs trading is not done in a regulated market.
40.4. You solemnly declare that you have carefully read and fully understood the entire text of this CFDs Trading Client Agreement, the Fees and Costs and the Contract Specifications (which form the Agreement between us) with which you fully agree.
40.5. You solemnly declare that you have read and understood the various important company policies and procedures found on our Website and specifically:
(a) “Summary Conflicts of Interest Policy”
(b) “Summary Best Interest and Order Execution Policy”
(c) “Risk Disclosure and Warnings Notice”
(d) “Client Categorization Policy”
(e) “Investor Compensation Fund”
(f) “Complaints Procedure for Clients”
(g) “Privacy and Cookies Policy”.
40.6. You specifically consent to the provision of the Agreement and our various policies (of paragraph 40.5 above) and any amendments thereto by means of our Website and you confirm that you have regular access to the internet in order to refer to these at any time. It is understood that if you wish, you may request the same to be sent by post, email or facsimile.
40.7. You consent to us providing you with Trade Confirmations and Reports via our Online Trading System(s). It is understood that you have the right to ask the Company for Reports to be sent by post, email or facsimile.