Non-Consenting Client definition
Non-Consenting Client means each Client other than a Consenting Client.
Non-Consenting Client means any Advisory Client, in each case, for which Client Consent has not been obtained (solely to the extent such consent is required in connection with the transactions contemplated by this Agreement) as of the Closing Measurement Date (or the Closing Date, as applicable). For the avoidance of doubt, any Company Open-End Fund for which Fund Board Reorganization Approval and Fund Shareholder Reorganization Approval, and any Company Closed-End Fund for which CEF Board Approval and CEF Shareholder Approval have not been obtained, in each case, as of the close of business on the Closing Measurement Date (or the Closing Date, as applicable), shall be deemed a “Non-Consenting Client” as of such date, regardless of whether an Interim Rule 15a-4 Contract has been approved for such Company Open-End Fund or Company Closed-End Fund (as applicable) as of such date.
Non-Consenting Client means any Client in respect of which a Client Consent has not been obtained on or prior to the second (2nd) Business Day ending immediately prior to the Closing Date or does not remain in full force and in effect as of the Closing; provided that, notwithstanding any other provision in this Agreement, no consent or approval of any Fund shall be deemed to have been given for any purpose under this Agreement (and such Client shall be a Non-Consenting Client) if any Company Fund Material Event has occurred with respect to such Fund.
Examples of Non-Consenting Client in a sentence
Notwithstanding the foregoing, with respect to any Private Fund for which an Additional Private Fund Consent is required, such Private Fund shall be deemed a Non-Consenting Client until such Additional Private Fund Consent has been obtained or deemed to have been obtained in accordance with Applicable Law and the applicable Fund Documents and remains in full force and effect at Closing.
Notwithstanding the foregoing, with respect to any Private Fund for which an Additional Private Fund Consent is required as set forth on Schedule 7.2(b)(ii) of the Company Disclosure Schedule, such Private Fund shall be deemed a Non-Consenting Client until such Additional Private Fund Consent has been obtained and remains in full force and effect at Closing.
Non-Consenting Client AUM as of the date the Closing is to occur in accordance with Section 2.9(a) shall not exceed the Non-Consenting Client Adjustment Ceiling.
For the avoidance of doubt, the Seller shall retain the applicable General Partner Entities and their entitlements to Carried Interest and capital interest in respect of any Non-Consenting Client.
More Definitions of Non-Consenting Client
Non-Consenting Client means: (i) each non-Fund client that (A) has not provided the Client Consents, as applicable, in accordance with Section 4.5(a) or (B) has withdrawn in writing such Consent, or has terminated or has provided notice of its intention to terminate its Advisory Agreement, (ii) each Private Fund, unless and until, pursuant to Section 4.5(b), a majority-in-interest (or such higher percentage as may be required under the Private Fund’s Advisory Agreement) of such Private Fund’s Investors provide and do not withdraw, or are deemed to have provided pursuant to a Private Fund Negative Consent Notice and have not withdrawn, their Consent to the assignment or deemed assignment of such Private Fund’s Advisory Agreement and the amendment of such Private Fund’s Private Fund Documents as described in Section 4.5(b) and (iii) each Registered Fund which has not received all of the Registered Fund Approvals pursuant to Section 4.5(c). For the avoidance of doubt, a Registered Fund with respect to which Trustees’ Approval of a 15a-4 Agreement has been obtained but Shareholder Approval has not been obtained shall be deemed a Non-Consenting Client until such time as Shareholder Approval has been obtained.
Non-Consenting Client means any Client identified in writing to the Purchaser with the consent of the Purchaser, not to be unreasonably withheld, which, on or after the date of the Confidentiality Agreement, (A) has indicated that it will not (due to the Purchaser being a U.S.-domiciled Person) appoint the Purchaser or one of its Subsidiaries as the successor agent, trustee, custodian or service provider, as the case may be, under the applicable Client Contract pursuant to this Agreement and the Ancillary Agreements, and (B) has not appointed any successor agent, trustee, custodian or service provider, as the case may be, under the applicable Client Contract pursuant to this Agreement and the Ancillary Agreements.
Non-Consenting Client means any Client for which (i) a consent has not been obtained in accordance with Section 5.2 prior to the Closing Date and/or (ii) any consent, approval or waiver of a Governmental Authority specified in Exhibit C has not been obtained in accordance with Section 5.5 prior to the Closing Date.
Non-Consenting Client means each Advisory Client that (a) has not provided the Fund Approvals, as applicable, in accordance with Section 6.2 or (b) has withdrawn in writing such
Non-Consenting Client means each Advisory Client that (a) has not provided the Fund Approvals, as applicable, in accordance with Section 6.2 or (b) has withdrawn in writing such consent or approval, or has terminated or has provided notice of its intention to terminate its Advisory Agreement (other than in connection with subsequently entering into a New Investment Company Advisory Agreement (but excluding, for the avoidance of doubt, any interim Investment Company Advisory Agreement) pursuant to Section 6.2), on or prior to the Calculation Time.
Non-Consenting Client means each Company Client that (a) has not consented in accordance with Section 5.3 to the Transactions or (b) has withdrawn in writing such consent or approval on or prior to the Closing Date or terminated its Advisory Agreement.
Non-Consenting Client means an investment advisory client that has delivered a Non-Consenting Notice to the Company or any of its Subsidiaries no later than five Business Days prior to the Closing Date.