CORPORATE ACTIVITY Sample Clauses
The 'Corporate Activity' clause defines the rules and procedures that apply when a party to the agreement undergoes significant corporate changes, such as mergers, acquisitions, restructurings, or changes in control. Typically, this clause outlines notification requirements, the rights of the other party in the event of such changes, and any conditions under which the agreement may be terminated or amended as a result. Its core function is to ensure that both parties are protected and informed if a major corporate event occurs, thereby managing risk and maintaining contractual stability during periods of organizational change.
CORPORATE ACTIVITY. The Custodian will exercise its best efforts to forward to the Fund in a timely manner all notices of shareholder meetings, proxy statements, annual reports, conversion notices, call notices, or other notices or written materials of any kind (excluding share certificates and dividend, principal and interest payments) sent to the Custodian as registered owner of Securities. Best efforts as used in this Agreement shall mean the efforts reasonably believed in good faith by the Custodian to be adequate in the circumstances. Upon receipt of warrants or rights issued in connection with the assets of a Fund, the Custodian shall enter into its ledgers appropriate notations indicating such receipt and shall notify the Fund of such receipt. However, the Custodian shall have no obligation to take any other action with respect to such warrants or rights, except as directed in Written or Oral Instructions. The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board of Directors of the Company to keep the books of account of each Fund and/or compute the net asset value per share of the outstanding shares of each Fund or, upon Written Instructions, shall itself keep such books of account and/or compute such net asset values per share. Upon Written Instructions, the Custodian shall also calculate daily the net income of each Fund as described in the Fund's currently effective prospectus and shall advise the Company and the Company's transfer agent daily of the total amounts of such net income and, upon Written Instructions, shall advise the Company's transfer agent periodically of the division of such net income among its various components. The calculations of the net asset value per share and the daily income of each Fund shall be made at the time or times described from time to time in the applicable Fund's currently effective prospectus. The Custodian shall take all reasonable actions, as agreed to by the Company and the Custodian, to assist the Company in obtaining from year to year favorable opinions from the Company's independent auditors with respect to the Custodian's activities hereunder in connection with the preparation of the Company's Forms N-1A, Forms N-SAR or other reports to the Securities and Exchange Commission with respect to any other requirements of such Commission. The Custodian shall provide the Company, at such times as the Company may reasonably require, with reports by independent accounta...
CORPORATE ACTIVITY. The Custodian will exercise its best efforts to forward to the Trust in a timely manner all notices of shareholder meetings, proxy statements, annual reports, conversion notices, call notices, or other notices or written materials of any kind (excluding share certificates and dividend, principal and interest payments) sent to the Custodian as registered owner of Securities. Best efforts as used in this Agreement shall mean the efforts reasonably believed in good faith by the Custodian to be adequate in the circumstances. Upon receipt of warrants or rights issued in connection with the assets of the Trust, the Custodian shall enter into its ledgers appropriate notations indicating such receipt and shall notify the Trust of such receipt. However, the Custodian shall have no obligation to take any other action with respect to such warrants or rights, except as directed in Written or Oral Instructions. Custodian shall take all reasonable actions, as agreed to by the Trust and the Custodian, to assist the Trust in obtaining from year to year favorable opinions from the Trust's independent auditors with respect to the Custodian's activities hereunder.
CORPORATE ACTIVITY. Promptly following any merger or dissolution of any Subsidiary of the Borrower which is permitted hereunder or event which would make any of the representations in Section 4.01-4.04 untrue, notice thereof.
CORPORATE ACTIVITY. Reasonably promptly following receipt by the Custodian, the Custodian shall forward to the Companies all notices of shareholder meetings, proxy statements, annual reports, conversion notices, call notices, information concerning redemption rights that are exercisable at the Companies’ option, tender or exchange offers, or other notices or written materials of any kind (excluding share certificates and dividend, principal and interest payments) sent to the Custodian as registered owner of Securities. The Companies shall instruct the Custodian in writing with regard to (a) the exercise of any rights or remedies with respect to the Assets, including, without limitation, waivers and voting rights, and (b) taking any other action in connection with the Assets, including, without limitation, any purchase, sale, conversion, redemption, exchange, retention or other transaction relating to the Assets. In the absence of any instructions provided to the Custodian by the Companies, the Custodian shall have no obligation to take any action with respect to the Assets. Notwithstanding anything herein to the contrary, under no circumstances shall the Custodian be obligated to bring legal action or institute proceedings against any person on behalf of the Companies. The Custodian shall cooperate with and supply necessary information to the entity or entities appointed by the Board of Directors of the Companies to keep the books of account of the Companies.
CORPORATE ACTIVITY. The Company was created for the sole purpose of effecting the Merger and has conducted no activity and has incurred no liability (other than in connection with the Merger and its financing).
CORPORATE ACTIVITY. Nothing contained herein shall prohibit, restrict, prevent or otherwise bar the Guarantor from all and any lawful corporate activity, including, without limitation, incurrence, creation, assumption or the permitting to exist any indebtedness, or any lien on any of its properties or assets (including the capital stock of its subsidiaries including the Borrower), whether owned at the date hereof or hereafter acquired, or assign or convey any rights to or security interest in any future revenues; guaranteeing or otherwise in any way becoming or be responsible for indebtedness for borrowed money or obligations of any other party, contingently or otherwise; declaring or paying, directly and indirectly, any dividends or make any distributions, whether in cash, property, securities or a combination thereof, with respect to (whether by reduction of capital or otherwise) any shares of its capital stock or directly or indirectly redeeming, purchasing, retiring or otherwise acquiring for value any shares of any class of its capital stock or set aside any amount for any such purpose.