Common use of Private Funds Clause in Contracts

Private Funds. (i) If consent is required by Applicable Law and/or by the Investment Advisory Agreement of any Client (other than a Registered Fund) for (A) the Investment Advisory Agreement with such Client to continue after Closing, in the case of such Client who is party to an Investment Advisory Agreement which does not terminate automatically (by its terms and/or under Applicable Laws) as a result of the consummation of the transactions contemplated hereby, or (B) a new Investment Advisory Agreement between such Client and Purchaser, in the case of such Client who is party to an Investment Advisory Agreement that will terminate automatically (by its terms and/or under Applicable Laws) as a result of the consummation of the transactions contemplated hereby, as promptly as practicable after the date hereof (but in any event later than the 30th day following the date hereof), the Hatteras Sellers shall cause the members of the Hatteras Group to notify each such Client of the transactions contemplated hereby and the deemed assignment of such Client’s Investment Advisory Agreement that will result from the consummation of such transactions by sending a notice in the form of Exhibit I (a “Transaction Notice”) and otherwise complying with Applicable Law and the terms of such Client’s Investment Advisory Agreement to such Client (1) requesting the consent in writing of such Client to such assignment of its Investment Advisory Agreement, in the case of each such Client who is party to an Investment Advisory Agreement which does not terminate automatically (by its terms and/or under Applicable Laws) as a result of the consummation of the transactions contemplated hereby, or (2) requesting (by written letter in form and substance reasonably satisfactory to Purchaser and not a Transaction Notice) that such Client enter into a new Investment Advisory Agreement with Purchaser on terms substantially identical (and identical with respect to fees) as its existing Investment Advisory Agreement (to be effective from and after the Closing), in the case of any such Client who is party to an Investment Advisory Agreement that will terminate automatically (by its terms and/or under Applicable Laws) as a result of the consummation of the transactions contemplated hereby.

Private Funds. (i) If The Company shall, and shall cause the RIA Subsidiary to, use reasonable best efforts to obtain, as promptly as reasonably practicable after the No-Shop Period Start Date, the Consent of each Private Fund for which consent to the deemed assignment of such Private Fund’s Advisory Agreement is required by Applicable Law and/or Law, or is required by the Investment such Private Fund’s Advisory Agreement (for purposes of any Client (other than a Registered this ‎‎‎Section 8.02(b), “Advisory Agreement” shall, where the context requires, be deemed to include the applicable Private Fund) for (A) the Investment Advisory Agreement with such Client to continue after Closing, in the case of such Client who is party to an Investment Advisory Agreement which does not terminate automatically (by its terms and/or under Applicable Laws’s organizational documents) as a result of the consummation transactions contemplated by this Agreement in accordance with the terms of the transactions contemplated hereby, or (B) a new Investment applicable Advisory Agreement between such Client and Purchaser, in the case of such Client who is party to an Investment Advisory Agreement that will terminate automatically (by its terms and/or under Applicable Laws) as a result of the consummation of the transactions contemplated herebyAgreement. In furtherance thereof, as promptly as reasonably practicable after the date hereof (but in any event later than the 30th day following the date hereof), No-Shop Period Start Date: (A) if the Hatteras Sellers shall cause applicable Advisory Agreement expressly requires the members written consent of the Hatteras Group investors to notify each such Client of the transactions contemplated hereby and the deemed assignment of such ClientPrivate Fund’s Investment Advisory Agreement that will result from the consummation of such transactions by sending a notice in the form of Exhibit I (a “Transaction Notice”) and otherwise complying with Applicable Law and the terms of such Client’s Investment Advisory Agreement to such Client (1) requesting the consent in writing of such Client to such assignment of its Investment Advisory Agreement, in then the case of each such Client who is party to an Investment Advisory Agreement which does not terminate automatically (by its terms and/or under Applicable Laws) as a result of the consummation of the transactions contemplated herebyCompany shall, or (2) requesting (by shall cause the RIA Subsidiary to, send a written letter notice, which shall be in form and substance reasonably satisfactory to Purchaser Parent, to each investor in such Private Fund requesting the written consent of the investor to the deemed assignment of the Advisory Agreement and not informing each investor in the Private Fund of the intention (1) to complete the transactions contemplated by this Agreement, which will result in a Transaction Notice) that such Client enter into a new Investment deemed assignment of the Advisory Agreement with Purchaser on terms substantially identical the Private Fund, and (2) for the RIA Subsidiary to continue to provide the advisory services pursuant to the existing Advisory Agreement with such Private Fund after the Closing so long as the Required Percentage of the investors provide (and identical do not withdraw) their consent to the deemed assignment of such Private Fund’s Advisory Agreement; provided that any such Private Fund shall be deemed a Non-Consenting Client unless and until the Required Percentage of such Private Fund’s investors provide (and have not withdrawn) their consent to the deemed assignment of such Private Fund’s Advisory Agreement, at which time, except as provided in the proviso in the definition of “Consenting Client,” such Private Fund shall be deemed a Consenting Client for all purposes under this Agreement; and (B) for all Advisory Agreements with respect Private Funds not described in clause ‎(A) above, the Company shall, or shall cause the RIA Subsidiary to, send a written notice (the “Private Fund Negative Consent Notice”), which shall be in form and substance reasonably satisfactory to fees) as its existing Investment Advisory Agreement (Parent and, to be effective from and after the Closing)extent applicable, in the case of any form as required by the applicable Advisory Agreement, to each investor in the applicable Private Fund (each such Client who is party investor to an Investment Advisory Agreement that will terminate automatically which this clause ‎(B) applies, a “Negative Consent Investor”) informing each Negative Consent Investor: (by its terms and/or under Applicable Laws1) as a result of the consummation of the transactions contemplated herebyby this Agreement; (2) of the intention to complete the transactions contemplated by this Agreement, which will result in a deemed assignment of such Advisory Agreement; (3) of the intention of the RIA Subsidiary to continue to provide the advisory services pursuant to the existing Advisory Agreement with such Private Fund after the Closing so long as the Required Percentage of such Private Fund’s investors consent or are deemed to have consented to the assignment; and (4) that such Negative Consent Investor may affirmatively consent in writing to such deemed assignment or, in the absence of such affirmative consent or such Negative Consent Investor’s objecting thereto prior to the Closing, the consent of such Negative Consent Investor will be deemed to have been granted if such Negative Consent Investor does not expressly object in writing to such assignment within 45 days after the sending of the Private Fund Negative Consent Notice. At the end of such 45-day period, if such Negative Consent Investor has not during such period objected in writing to such deemed assignment, such Negative Consent Investor shall be deemed to have consented to such deemed assignment for all purposes under this Agreement. In the case of each Private Fund described in the foregoing clause ‎(B), upon the consent or deemed consent of the applicable Required Percentage of such Private Fund’s investors, except as provided in the proviso in the definition of “Consenting Client,” such Private Fund shall be deemed a Consenting Client for all purposes under this Agreement.

Private Funds. (i) If consent is required by Applicable Law and/or by the Investment Advisory Agreement of any Client (other than a Registered Fund) for (A) the Investment Advisory Agreement with such Client to continue after Closing, in the case of such Client who is party to an Investment Advisory Agreement which does not terminate automatically (by its terms and/or under Applicable Laws) as a result of The parties hereto acknowledge and agree that the consummation of the transactions contemplated hereby, or (B) a new Investment Advisory Agreement between such Client and Purchaser, in the case of such Client who is party to Transaction shall constitute an Investment Advisory Agreement that will terminate automatically (by its terms and/or under Applicable Laws) as a result assignment of the consummation of Advisory Contracts for the transactions contemplated herebyPrivate Funds under the Investment Advisers Act. (a) With respect to each Private Fund, the Company shall, as promptly as reasonably practicable after the date hereof (but in any event later than the 30th day following the date hereofEffective Date (and in no event more than ten Business Days following the Effective Date) send a notice (each, a “Consent Notice”), the Hatteras Sellers shall cause the members of the Hatteras Group to notify each such Client of the transactions contemplated hereby and the deemed assignment of such Client’s Investment Advisory Agreement that will result from the consummation of such transactions by sending in a notice in the form of Exhibit I (a “Transaction Notice”) and otherwise complying with Applicable Law and the terms of such Client’s Investment Advisory Agreement to such Client (1) requesting the consent in writing of such Client to such assignment of its Investment Advisory Agreement, in the case of each such Client who is party to an Investment Advisory Agreement which does not terminate automatically (by its terms and/or under Applicable Laws) as a result of the consummation of the transactions contemplated hereby, or (2) requesting (by written letter in form and substance reasonably satisfactory to Purchaser the Buyer, informing such Private Fund’s Investors of the Transaction and: (i) requesting the affirmative written consent of such Client’s Investors to the “assignment” (as defined in the Investment Advisers Act) of the Advisory Contract between such Private Fund and the Company resulting from the Transaction; and (ii) informing such Client’s Investors that the consent of such Investor to the assignment of the Advisory Contract will be deemed to have been granted if such Investor: (A) returns the countersigned Consent Notice; or (B) has not withdrawn, or submitted a written request to withdraw, from the Private Fund within forty-five (45) days after the sending of the Consent Notice or otherwise notified the Company in writing that it does not consent to the assignment of the Advisory Contract. (b) An Investor of a Private Fund shall be deemed to have provided its Consent to the “assignment” (as defined in the Investment Advisers Act) of the Advisory Contract between such Private Fund and the Company resulting from the Transaction, if such Investor (i) has returned a countersigned Consent Notice (which Consent Notice may allow for such Investor to execute such Consent Notice with an electronic signature through DocuSign); or (ii) has not, within forty-five (45) days after the sending of the Consent Notice, withdrawn, or submitted a written request to withdraw, from the Private Fund or otherwise notified the Company in writing that it does not consent to the assignment of the Advisory Contract. (c) With respect to each Private Fund, consent to the “assignment” of the Advisory Contract between such Private Fund and the Company resulting from the Transaction Noticeof (i) the General Partner of such Private Fund and (ii) at least a majority in interest of the Investors in such Private Fund, 63 shall be required to be obtained by the Company (and shall be required to remain effective immediately after giving effect to the Closing) for such Private Fund to be a Consenting Client. (d) In connection with obtaining Consents from Clients and their Investors, the Company shall keep the Buyer reasonably informed of the status of obtaining such Consents (including any conditions requested by Clients or their Investors and providing copies of such Consents and any written evidence of Persons declining to consent or withdrawing any such Consent), and provide the Buyer in advance of distribution with any notices or other materials to be distributed by the Company to any Client or its Investors that such Client enter into reference the Buyer or any of its Affiliates for the Buyer’s prior review and written consent (not to be unreasonably withheld, delayed or conditioned) and shall promptly provide the Buyer with a new Investment Advisory Agreement copy of any other materials sent to Clients and their Investors in connection with Purchaser on terms obtaining Consents (or a form thereof for substantially identical materials sent to multiple Clients and/or their Investors). In furtherance of, and without limiting, the foregoing, the Company shall promptly consult with the Buyer regarding any material complaints or material negative feedback received from any Client or its Investors regarding the Transaction or the Consent. (and identical with respect to feese) as its existing Investment Advisory Agreement (to be effective from and after the Closing)Notwithstanding any contrary provision contained in this Agreement, in connection with obtaining the case of Consents from the Clients and their Investors, the Company shall not agree to any such Client who is party economic concessions (including any fee reduction or waiver, reimbursement obligation, expense cap, or similar offset or arrangement) or other material changes to an Investment Advisory Agreement that will terminate automatically Contract or any other Contract (by its terms and/or under Applicable Lawsincluding and side letters) as a result of without the consummation of the transactions contemplated herebyBuyer’s prior written consent.