Consenting Client means each Client whose Consent shall have been obtained or be deemed to be obtained, as applicable, in accordance with Section 8.06(a) (including by Negative Consent). For the avoidance of doubt, for purposes of calculating the Closing Revenue Run-Rate, (i) no Registered Fund (excluding each Registered Fund subject to a Sub-advisory Relationship that relies on a manager-of-managers exemptive order issued by the SEC) shall be considered a Consenting Client (and therefore shall be deemed a Non-Consenting Client) unless the Fund Board Approval and Fund Shareholder Approval shall have been obtained prior to the date of such calculation in accordance with Section 8.06(a)(ii) hereof and (ii) no Registered Fund subject to a Sub-advisory Relationship that relies on a manager-of-managers exemptive order issued by the SEC shall be considered a Consenting Client (and therefore shall be deemed a Non-Consenting Client) unless the Fund Board Approval shall have been obtained prior to the date of such calculation in accordance with Section 8.06(a)(ii) hereof.
Consenting Client means each Client of a Mandate (i) for which a Client Consent has been obtained (or has been deemed to have been obtained) in accordance with the consent process set forth in the definition of “Client Consent” and which remains in full force and effect (and has not been withdrawn or revoked) as of the Effective Time and (ii) that has not suffered a Termination Event.
Consenting Client means each Client whose Consent shall have been obtained or be deemed to be obtained, as applicable, in accordance with Section 7.2 (including pursuant to a Negative Consent Notice or a Fund Negative Consent Notice).
Examples of Consenting Client in a sentence
With respect to any non-Consenting Client as of the Closing Date, unless otherwise agreed by Buyer, Company shall have terminated its investment advisory relationship with such non-Consenting Client; provided, however, that if Buyer agrees, in writing and in its sole discretion, that the investment advisory relationship with a non-Consenting Client shall not be terminated, such non-Consenting Client shall be deemed to be a Consenting Client.
At the end of such 45-day period, if such Client has not terminated its Investment Advisory Agreement, and except as provided in the proviso in the definition of “Consenting Client,” such Client shall be deemed a Consenting Client for all purposes under this Agreement.
As of the Closing, the certificate delivered pursuant to Section 7.02(e) shall include a true and correct calculation of the Consenting Percentage, the Consenting Client Revenue Run Rate, and the Consent Reduction Amount (if any).
The Consenting Client Accounts Annualized Revenue Amount shall be greater than or equal to 91% of the Target Annualized Revenue Amount.
More Definitions of Consenting Client
Consenting Client means each Client who has given consent or is deemed to have consented in accordance with Section 7.04 (or who is not required under Applicable Law or the applicable Investment Advisory Agreement to consent) to (i) the assignment or deemed assignment of its Investment Advisory Agreement as a result of the purchase of the Class A Shares by Buyer pursuant to this Agreement or (ii) in the case of a Public Fund, the continued management of such Public Fund by a Company Entity following the Closing.
Consenting Client means Clients from which an Adviser Entity has received Consent to the transactions contemplated by this Agreement in accordance with Section 4.03 (including Clients of any Adviser Entity who first become such between the date of this Agreement and the Closing Date and grant their Consent in accordance with Section 4.03 or sign an Advisory Contract containing the required Consent), which Consent has not been withdrawn or modified orally or in writing, and remains in full force and effect, as of the Closing.
Consenting Client means Clients for which the Group Companies have received Consents (or are deemed to have received Consents) in accordance with Section 5.7, as applicable, prior to the Closing; provided, that: (A) if a Client has multiple accounts with the Group Companies and provides (or is deemed to have provided) its Consent with respect to certain of those accounts but does not provide (and is not deemed to have provided) its Consent with respect to other of those accounts, then, such Client shall be deemed to be a Consenting Client with respect to those accounts for which it has provided (or is deemed to have provided) its Consent and shall not be deemed to be a Consenting Client with respect to those accounts for which such Client has not provided (and is not deemed to have provided) its Consent; and (B) a Client shall not be a Consenting Client with respect to an account of such Client if, prior to the Closing, such Client: (x) withdraws its assets under management with respect to such account (provided, that if a Client withdraws a portion of its assets under management such Client shall only be deemed a Consenting Client with respect to the remaining assets under management and the Revenue Run Rate attributable to such Consenting Client for purposes of determining the Closing Date Revenue Run Rate shall be calculated based upon such remaining assets under management); (y) provides notice to a Group Company or the Sellers that such Client is terminating, or intends to terminate, such account; or (z) after providing its Consent, withdraws its Consent.
Consenting Client means, as of any date, (a) any Client that has provided consent in accordance with Section 5.10 of this Agreement on or prior to such date and (b) any other Person that is an investment advisory client of the Company as of such date.
Consenting Client. Clients from which Company has received Consent (or is deemed to have received Consent) to the Transactions in accordance with Section 4.1.5 (including Implied Consent Clients and new Clients of Company between the date of this Agreement and the Closing Date which have granted their Consent in accordance with Section 4.1.5 or which signed an Investment Advisory Contract containing the required Consent) which Consent has not been withdrawn or modified as of the Closing Date.
Consenting Client means Clients from which BLA has received Consent to the Transactions contemplated by the Transaction Documents in accordance with Section 10.3 (including Clients that become Clients of BLA between the date of this Agreement and the Closing Date that have granted their Consent in accordance with Section 10.3 or that signed an investment advisory contract with BLA containing the required Consent), which Consent has not been withdrawn or modified as of the Closing Date.
Consenting Client means any Client (including any New Client) from which a consent (whether affirmative or negative) has been obtained in respect of the assignment of such Client’s Investment Advisory Contract(s) with the Company or its Subsidiaries in connection with the transactions contemplated hereby; provided, that (i) no New Client shall constitute a Consenting Client for purposes of this Agreement unless the affirmative written consent of that New Client for such assignment is obtained at or prior to the time that the Adviser enters into the Investment Advisory Contract with that New Client, and (ii) if a Client has multiple accounts with the Company or its Subsidiaries and expressly denies its consent to certain of those accounts but does not expressly deny its consent to other of those accounts, then such Client will be deemed to be a Consenting Client with respect to those accounts for which such Client has not expressly denied its consent.