Merger of Funds Sample Clauses

Merger of Funds. The Trustee shall not have any discretionary responsibility or authority to manage or control any asset held in a Directed Fund upon the resignation or removal of an Asset Manager unless and until it has been notified in writing by the Named Fiduciary that the Asset Manager's authority has terminated and that such Directed Fund's assets are to be integrated with the Discretionary Fund. Such notice shall not be deemed effective until two bank business days after it has been received by the Trustee. The Trustee shall not be liable for any losses to the Master Fund resulting from the disposition of any investment made by the Asset Manager or for the retention of any illiquid or unmarketable investment or any investment which is not widely publicly traded or for the holding of any other investment acquired by the Asset Manager if the Trustee is unable to dispose of such investment because of any restrictions imposed by the Securities Act of 1933 or other Federal or state law, or if an orderly liquidation of such investment is impractical under prevailing conditions, or for failure to comply with any investment limitations imposed pursuant to Section 4.3 or 5.1, or for any other violation of the terms of this Agreement, the Participating Plans or applicable law as a result of the addition of Directed Fund assets to the Discretionary Fund.
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Merger of Funds. The Trustee shall not have any discretionary responsibility or authority to manage or control any asset held in a Directed Fund upon the resignation or removal of an Investment Manager. The Trustee shall not be liable for any losses to the Directed Fund resulting from the disposition of any investment made by the Investment Manager or for the retention of any illiquid or unmarketable investment or any investment which is not widely publicly traded or for the holding of any other investment acquired by the Investment Manager if the Trustee is unable to dispose of such investment because of any restrictions imposed by the Securities Act of 1933 or other federal or state law, or if an orderly liquidation of such investment is impractical under prevailing conditions, or for failure to comply with any investment limitations imposed pursuant to Section 4, or for any other, violation of the 10 12 terms of this Agreement, the Plan or applicable law as a result of the addition of Directed Fund assets to the other investment funds maintained under the Trust Fund.
Sample 1
Merger of Funds. THE TRUSTEE SHALL NOT HAVE ANY DISCRETIONARY RESPONSIBILITY OR AUTHORITY TO MANAGE OR CONTROL ANY ASSET HELD IN A DIRECTED FUND UPON THE RESIGNATION OR REMOVAL OF AN ASSET MANAGER UNLESS AND UNTIL IT HAS BEEN NOTIFIED IN WRITING BY THE COMPANY OR THE ADMINISTRATIVE COMMITTEE THAT THE ASSET MANAGER'S AUTHORITY HAS TERMINATED AND THAT SUCH DIRECTED FUND'S ASSETS ARE TO BE INTEGRATED WITH THE DISCRETIONARY FUND. SUCH NOTICE SHALL NOT BE DEEMED EFFECTIVE UNTIL TWO BANK BUSINESS DAYS AFTER IT HAS BEEN RECEIVED BY THE TRUSTEE. THE TRUSTEE SHALL NOT BE LIABLE FOR ANY LOSSES TO THE TRUST FUND RESULTING FROM THE DISPOSITION OF ANY INVESTMENT MADE BY THE ASSET MANAGER OR FOR THE RETENTION OF ANY ILLIQUID OR UNMARKETABLE INVESTMENT OR ANY INVESTMENT WHICH IS NOT WIDELY PUBLICLY TRADED OR FOR THE HOLDING OF ANY OTHER INVESTMENT ACQUIRED BY THE ASSET MANAGER IF THE TRUSTEE IS UNABLE TO DISPOSE OF SUCH INVESTMENT BECAUSE OF ANY RESTRICTIONS IMPOSED BY THE SECURITIES ACT OF 1933 OR OTHER FEDERAL OR STATE LAW, OR IF AN ORDERLY LIQUIDATION OF SUCH INVESTMENT IS IMPRACTICAL UNDER PREVAILING CONDITIONS, OR FOR FAILURE TO COMPLY WITH ANY INVESTMENT LIMITATIONS IMPOSED PURSUANT TO SECTION 4.3 OR 5.1, OR FOR ANY OTHER VIOLATION OF THE TERMS OF THIS AGREEMENT, THE PLAN OR APPLICABLE LAW AS A RESULT OF THE ADDITION OF DIRECTED FUND ASSETS TO THE DISCRETIONARY FUND. 6.6.
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Related to Merger of Funds

  • Merger of Agreement This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

  • Repurchase on Sale Merger or Consolidation of the Company For the purpose of this Warrant, “Acquisition” means any sale, license, or other disposition of all or substantially all of the assets of the Company, or any reorganization, consolidation, or merger of the Company where the holders of the Company’s securities before the transaction beneficially own less than 50% of the outstanding voting securities of the surviving entity after the transaction. Upon the closing of any Acquisition, the successor entity shall assume the obligations of this Warrant, and this Warrant shall be exercisable for the same securities, cash, and property as would be payable for Shares issuable upon exercise of the unexercised portion of this Warrant as if such Shares were outstanding on the record date for the Acquisition and subsequent closing, and the Exercise Price shall be adjusted accordingly; provided that if pursuant to such Acquisition the entire outstanding class of Shares issuable upon exercise of the unexercised portion of this Warrant are cancelled and the total consideration payable to the holders of such class of Shares consists entirely of cash, then, upon payment to the holder of this Warrant of an amount equal to the amount such holder would receive if such holder held Shares issuable upon exercise of the unexercised portion of this Warrant and such Shares were outstanding on the record date for the Acquisition less the aggregate Exercise Price of such Shares, this Warrant shall be cancelled.

  • Successor Trustee by Consolidation, Merger or Conversion If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust assets to, another corporation, subject to Section 7.10 hereof, the successor corporation without any further act shall be the successor Trustee.

  • Procedure for Merger, Consolidation or Conversion (a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided, however, that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.

  • Prohibition of Fundamental Changes Seller shall not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided, that Seller may merge or consolidate with (a) any wholly owned subsidiary of Seller, or (b) any other Person if Seller is the surviving corporation; and provided further, that if after giving effect thereto, no Default would exist hereunder.

  • Effect of Merger, Consolidation or Conversion (a) At the effective time of the certificate of merger:

  • Limitation on Consolidation, Merger, Sale or Conveyance (i) The Guarantor will not, in one or a series of transactions, consolidate or amalgamate with or merge into any corporation or convey, lease, spin-off or transfer substantially all of its properties, assets or revenues to any person or entity (other than a direct or indirect Subsidiary of the Guarantor) or permit any person or entity (other than a direct or indirect Subsidiary of the Guarantor) to merge with or into it, unless:

  • Merger, Conversion, Consolidation or Succession to Business of Trustee Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be eligible under the provisions of Section 5.08, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. In case at the time such successor to the Trustee shall succeed to the trusts created by this Indenture any of the Securities of any series shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor Trustee and deliver such Securities so authenticated; and, in case at that time any of the Securities of any series shall not have been authenticated, any successor to the Trustee may authenticate such Securities either in the name of any predecessor hereunder or in the name of the successor Trustee; and in all such cases such certificate shall have the full force which it is anywhere in the Securities of such series or in this Indenture provided that the certificate of the Trustee shall have; provided, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Securities of any series in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

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