Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).
Appears in 16 contracts
Sources: Advisory Agreement (John Hancock Premium Dividend Fund), Advisory Agreement (John Hancock Financial Opportunities Fund), Advisory Agreement (John Hancock Investors Trust)
Duration and Termination of Agreement. This The term of this Agreement shall become effective begin on the later date first above written and, unless sooner terminated as hereinafter provided, this Agreement shall remain in effect until the earlier of (i) its execution and 150 days from the date first above written, or (ii) the effective date of the meeting a new Investment Sub-Advisory Agreement that has been approved by a vote of the shareholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) securities of the Fund. The Agreement will continue Trust; provided, however, that it shall remain in effect for a such longer period more than two years from as the date of Securities and Exchange Commission or its execution only so long as such continuance is specifically approved staff shall permit. Notwithstanding the foregoing, this Agreement may be terminated: (a) at least annually either any time, without payment or penalty, by the Board of Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the FundTrust, on sixty ten (10) days’ written notice to the Adviser and the Sub-Adviser, or (b) by the Adviser on sixty at any time without payment of any penalty, upon 60 days’ prior written notice to the FundSub-Adviser and the Trust, (c) by the Sub-Adviser in the event of non-payment of the Sub-Adviser’s fee by the Adviser in accordance with Section 3 of this Agreement, upon notice to the Adviser and 30 days’ opportunity to cure during which period the Adviser fails to cure such non-payment, or (d) by the Sub-Adviser upon 90 days’ prior written notice to the Adviser unless the Trust or the Adviser requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow the additional time requested by the Trust or Adviser not to exceed 90 additional days beyond the initial 90 days’ notice period; provided, however, that the Sub-Adviser may terminate this Agreement at any time without penalty, effective upon written notice to the Adviser and the Trust, in the event either the Sub-Adviser (acting in good faith) or the Adviser ceases to be registered as an investment adviser under the Investment Advisers Act or otherwise becomes legally incapable of providing investment management services pursuant to its respective contract with the Trust. This Agreement will automatically terminate, without the payment of any penalty, in the event of its “assignment” assignment (as defined in the 1940 Investment Company Act). The foregoing shall not prevent a transfer of this Agreement by the Sub-Adviser in connection with any reorganization, merger or other transaction, provided that such transfer does not constitute an assignment (as defined in the Investment Company Act) provided that the Adviser is notified in writing at least 45 days in advance of such transfer.
Appears in 5 contracts
Sources: Investment Sub Advisory Agreement (John Hancock Tax-Advantaged Dividend Income Fund), Investment Sub Advisory Agreement (John Hancock Tax-Advantaged Global Shareholder Yield Fund), Investment Sub Advisory Agreement (John Hancock Tax-Advantaged Global Shareholder Yield Fund)
Duration and Termination of Agreement. (a) This Agreement shall become effective expire, without notice, on , unless it has been earlier terminated as provided herein. It is recognized and agreed among the later parties hereto that the Bottler shall have no right to claim a tacit renewal of this Agreement.
(ib) If the Bottler has fully complied with all the terms, covenants, conditions and stipulations of this Agreement throughout its execution term, and the Bottler is capable of the continued promotion, development and exploitation of the full potential of the business of the preparation, packaging, distribution and sale of the Beverage, the Bottler may request an extension of this Agreement for an additional term of TEN (ii10) years. The Bottler may request such extension by giving written notice to the Company at least six (6) months but not more than twelve (12) months prior to the expiration date of this Agreement. The request by the meeting Bottler for such extension shall be supported by such documentation as the Company may request, including documentation relating to the Bottler’s compliance with the performance obligations under this Agreement and supporting the continued capability of the shareholders Bottler to develop, stimulate and satisfy fully the demand for the Beverage within the Territory. If the Bottler has, in the sole discretion of the FundCompany, at which meeting satisfied the conditions for the extension of this Agreement, then the Company may, by written notice, agree to extend this Agreement is approved by for such additional term or such lesser period as the vote of a “majority of Company may determine.
(c) At the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) expiration of any party to such additional term, this Agreement cast in person at shall expire finally without further notice, and the Bottler shall have no right to claim a meeting called for the purpose tacit renewal of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the this Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. .
(a) This Agreement may be terminated at any timeby the Company or the Bottler forthwith and without liability for damages by written notice given by the party entitled to terminate to the other party:
(1) if the Company, without the Authorized Suppliers or the Bottler cannot legally obtain foreign exchange to remit abroad in payment of imports of the Concentrate or the ingredients or materials necessary for the manufacture of the Concentrate, the Syrup or the Beverage; or
(2) if any penaltypart of this Agreement ceases to be in conformity with the laws or regulations applicable in the Territory and, as a result thereof, or as a result of any other laws affecting this Agreement, any one of the material stipulations herein cannot be legally performed or the Syrup cannot be prepared, or the Beverage cannot be prepared or sold in accordance with the instructions issued by the Trustees Company pursuant to Clause 17 above, or if the Concentrate cannot be manufactured or sold in accordance with the Company’s formula or the standards prescribed by it.
(b) This Agreement may be terminated forthwith by the Company without liability for damages:
(1) if the Bottler becomes insolvent, or if a petition in bankruptcy is filed against or on behalf of the FundBottler which is not stayed or dismissed within one hundred and twenty (120) days, by or if the vote of Bottler passes a majority resolution for winding up, or if a winding up or judicial management order is made against the Bottler, or if a receiver is appointed to manage the business of the outstanding voting securities of the Fund, on sixty days’ written notice to the AdviserBottler, or by if the Adviser on sixty days’ written notice to Bottler enters into any judicial or voluntary scheme of composition with its creditors or concludes any similar arrangements with them or makes an assignment for the Fund. This Agreement will automatically terminate, without payment benefit of any penalty, creditors; or
(2) in the event of its “assignment” (as defined the Bottler’s dissolution, nationalization or expropriation, or in the 1940 Act)event of the confiscation of the production or distribution assets of the Bottler.
Appears in 4 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (Coca-Cola Enterprises, Inc.), Share Purchase Agreement (Coca Cola Co)
Duration and Termination of Agreement. This With respect to any Fund, this Agreement shall become effective on the later of (i) its execution and (ii) upon the date of the meeting of the shareholders of the Fundsuch Fund is identified on Exhibit B, at which meeting and this Agreement is approved by the vote Trust's Board of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will Trustees if such approval is required, and shall continue in effect force for a period more than two years from one year, and shall thereafter continue automatically for successive annual periods unless earlier terminated and subject to any periodic approval required by the Trust's Board of Trustees. This Agreement is terminable as to any Fund by any party upon 60 days written notice thereof to the other parities or upon default hereof provided that such default shall not terminate this Agreement to the extent that the defaulting party has been notified of such default by the non-defaulting party and the defaulting party cures such default within 10 business days of notice of such default. After the date of its execution only termination as to a Fund, no fee will be due with respect to any shares of such Fund that are first placed or purchased in Company or Correspondent customer accounts after the date of such termination. However, notwithstanding any such termination, the Trust and TOGSC will remain obligated to pay Company the Asset Based Fee as to each share of such Fund that was considered in the calculation of such fee as of the date of such termination, for so long as such continuance share is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined held in the ▇▇▇▇ ▇▇▇) of Company or Correspondent account. This Agreement, or any provision hereof, shall survive termination to the extent necessary for each party to perform its obligations with respect to shares for which the Asset Based Fee continues to be due subsequent to such termination. Notwithstanding anything to the contrary contained in this Section VI, this Agreement cast will terminate automatically with respect to TOGSC in person at a meeting called the event that TOGSC ceases to serve as principal underwriter or distributor for the purpose Funds pursuant to a termination of voting on such approval. The required shareholder approval of its Distribution Agreement with the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the AgreementFund; or, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending Trust in the required approval event that the Fund's plan of distribution, adopted pursuant to Rule l2b-1 under the 1940 Act, or any other plan for the financing of shareholder servicing activities (the "Plan") which finances such payment obligation is terminated for whatever reason by the Trust's Board of Directors. In that connection the Trust's and TOGSC's payment obligations with respect to fees will cease as of the effective date of (I) the termination of TOGSC's Distribution Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or (ii) the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement plan, as the case may be. This paragraph does not relieve the Trust or TOGSC of the obligation for payment of past fees due under this Agreement. In the event such payment obligation shall cease in accordance with clause (i) above, Company may seek to receive such payments from any successor distributor that is appointed by the Funds. In the event such payment obligation shall cease in accordance with clause (ii) above, the Trust and Company agree to negotiate in good faith with respect to whether and to what extent the Fund and, Trust will continue to make such payments either from a related party's resources or in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, reliance upon financing that is provided by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act)successor plan.
Appears in 3 contracts
Sources: Agency Agreement (One Group Mutual Funds), Agency Agreement (One Group Mutual Funds), Agency Agreement (One Group Mutual Funds)
Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders members of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund , provided that in either event such continuance the Agreement shall also be previously approved by the vote of a majority of the Trustees Managers of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Managers of the Agreement Fund or by the vote of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes provided that in either event such continuance shall also be approved by the vote of a majority of the Managers of the Fund who are not interested persons of any party to approve this Agreement cast in person at a meeting called for the Agreement or its continuancepurpose of voting on such approval. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders members of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders members of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees Managers of the Fund, Fund or by the vote of a majority of the outstanding voting securities of the Fund, Fund on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).
Appears in 3 contracts
Sources: Advisory Agreement (ASGI Mesirow Insight Fund, LLC), Advisory Agreement (Wells Fargo Multi-Strategy 100 Tei Fund A, LLC), Advisory Agreement (Wells Fargo Multi-Strategy 100 Tei Fund A, LLC)
Duration and Termination of Agreement. (a) This Agreement shall become be effective on the later as of (i) its execution and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the Trustees (the “Effective Date”), and shall continue in effect for two (2) years from the Effective Date, unless sooner terminated as provided herein, and shall continue year to year thereafter, provided each continuance is specifically approved at least annually by (i) the vote of a majority of the Trustees or (ii) a vote of a “majority of the outstanding voting securitiesmajority” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the ’s outstanding voting securities of the Fund securities, provided that in either event such the continuance shall is also be approved by the vote of a majority of the Trustees of the Fund who are not neither (A) parties to this Agreement nor (B) “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement Agreement, by vote cast in person (to the extent required by the ▇▇▇▇ ▇▇▇) at a meeting called for the purpose of voting on such approval. The required shareholder approval Notwithstanding the foregoing, where the effect of the Agreement or a requirement of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness reflected in any provision of this Agreement is revised or relaxed by a rule, regulation, interpretation or order of the AgreementSEC, whether of special or general application, such provision shall be deemed to incorporate the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval effect of the Agreement such rule, regulation, interpretation or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. order.
(b) This Agreement may be terminated at any time, without the payment of any prejudice or penalty, on sixty (60) days’ prior written notice by: (i) the Trust pursuant to (A) action by the Trustees of the FundTrustees, by or (B) the vote of a the majority of the outstanding voting securities of the Fund, on or (ii) either the Sub-Adviser or the Adviser upon sixty (60) days’ prior written notice to the Adviser, or by other. This Agreement shall automatically terminate upon any termination of the Adviser on sixty days’ written notice Investment Advisory Agreement with respect to the Fund. This Agreement will automatically terminate, without payment of any penalty, or in the event of its “assignment” (as defined in the 1940 Act)▇▇▇▇ ▇▇▇) of this Agreement.
(c) In the event of termination of this Agreement, the Sub-Adviser shall cooperate with any transition manager or successor investment adviser and with the Adviser in transitioning the management of the Fund to one or more new sub-advisers or the Adviser, including, without limitation, providing the transition manager, at such intervals as the transition manager or the Adviser may request, with a list of holdings for the Fund and such other information as may be required by any transition management agreement, into which the Adviser and the transition manager may, at the time, enter. The Sub-Adviser shall deliver to Adviser all periodic and annual compliance reports, certifications, and other information applicable to the period of time the Sub-Adviser provided services under this Agreement.
Appears in 3 contracts
Sources: Investment Sub Advisory Agreement (Securian Funds Trust), Investment Sub Advisory Agreement (Securian Funds Trust), Investment Sub Advisory Agreement (Securian Funds Trust)
Duration and Termination of Agreement. This Agreement shall become effective on the later of of: (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” securities (as defined in the ▇▇▇▇ ▇▇▇Investment Company Act) of the FundPortfolios. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the ▇▇▇▇ ▇▇▇Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the Fund series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance. Following , notwithstanding that the effectiveness Agreement or its continuance may not have been approved by a majority of the Agreement, if outstanding voting securities of (a) any other Portfolio affected by the Agreement terminates because or (b) all the Portfolios of the Trust. If the shareholders of the Fund a series of shares of any Portfolio fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund such Portfolio during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund such Portfolio or the amount it would have received under the Agreement in respect of the Fundsuch Portfolio, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of the series of shares of such Portfolio, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” assignment (as defined in the 1940 Investment Company Act).
Appears in 3 contracts
Sources: Advisory Agreement (John Hancock Variable Insurance Trust), Advisory Agreement (John Hancock Trust), Advisory Agreement (John Hancock Trust)
Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the FundFund (the “Effective Date”). The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).
Appears in 3 contracts
Sources: Advisory Agreement (John Hancock CQS Asset Backed Securities Fund), Advisory Agreement (John Hancock Multi Asset Credit Fund), Advisory Agreement (Manulife Private Credit Plus Fund)
Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇1▇▇▇ ▇▇▇) of the FundFunds. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Fund if a majority of the outstanding voting securities of the that Fund votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Fund affected by the Agreement or (b) all the Funds of the Trust. Following the effectiveness of the AgreementAgreement with respect to any Fund, if the Agreement terminates with respect to such Fund because the shareholders of the such Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the such Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the such Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the such Fund or the amount it would have received under the Agreement in respect of the such Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the any Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the such Fund and, in such event, the Agreement shall continue with respect to the such Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Fund by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).
Appears in 3 contracts
Sources: Advisory Agreement (John Hancock Investment Trust Ii), Advisory Agreement (John Hancock Funds III), Advisory Agreement (John Hancock Funds III)
Duration and Termination of Agreement. (a) This Agreement shall become effective expire, without notice, on March 31, 2024 unless it has been earlier terminated as provided herein. It is recognized and agreed among the later parties hereto that the Bottler shall have no right to claim a tacit renewal of this Agreement.
(ib) If the Bottler has fully complied with all the terms, covenants, conditions and stipulations of this Agreement throughout its execution term, and the Bottler is capable of the continued promotion, development and exploitation of the full potential of the business of the preparation, packaging, distribution and sale of the Beverage, the Bottler may request an extension of this Agreement for an additional term of ten (ii10) year(s). The Bottler may request such extension by giving written notice to the Company at least six (6) months but not more than twelve (12) months prior to the expiration date of this Agreement. The request by the meeting Bottler for such extension shall be supported by such documentation as the Company may request, including documentation relating to the Bottler’s compliance with the performance obligations under this Agreement and supporting the continued capability of the shareholders Bottler to develop, stimulate and satisfy fully the demand for the Beverage within the Territory. If the Bottler has, in the sole discretion of the FundCompany, at which meeting satisfied the conditions for the extension of this Agreement, then the Company may, by written notice, agree to extend this Agreement is approved by for such additional term or such lesser period as the vote of a “majority of Company may determine.
(c) At the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) expiration of any party to such additional term, this Agreement cast in person at shall expire finally without further notice, and the Bottler shall have no right to claim a meeting called for the purpose tacit renewal of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the this Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. .
(a) This Agreement may be terminated at any timeby the Company or the Bottler forthwith and without liability for damages by written notice given by the party entitled to terminate to the other party:
(1) if the Company, without the Authorized Suppliers or the Bottler cannot legally obtain foreign exchange to remit abroad in payment of imports of the Concentrate or the ingredients or materials necessary for the manufacture of the Concentrate, the Syrup or the Beverage; or
(2) if any penaltypart of this Agreement ceases to be in conformity with the laws or regulations applicable in the Territory and, as a result thereof, or as a result of any other laws affecting this Agreement, any one of the material stipulations herein cannot be legally performed or the Syrup cannot be prepared, or the Beverage cannot be prepared or sold in accordance with the instructions issued by the Trustees Company pursuant to Clause 17 above, or if the Concentrate cannot be manufactured or sold in accordance with the Company’s formula or the standards prescribed by it.
(b) This Agreement may be terminated forthwith by the Company without liability for damages:
(1) if a petition in bankruptcy, corporate reorganization proceedings, civil rehabilitation or any similar proceedings is filed against or on behalf of the FundBottler, or if the Bottler passes a resolution for winding up or liquidation, or if a winding up, liquidation or judicial management order is made against the Bottler, or if a receiver is appointed to manage the business of the Bottler, or if the Bottler enters into any judicial or voluntary scheme of composition with its creditors or concludes any similar arrangements with them or makes an assignment for the benefit of creditors; or
(2) if a petition is filed for attachment, provisional attachment, provisional disposition or auction with respect to Bottler’s assets and such petition has continued to be effective for more than thirty (30) days, or if the Bottler receives a disposition for failure to pay taxes, or if the notes or checks drawn or accepted by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the AdviserBottler are dishonored, or by if the Adviser on sixty days’ written notice Bottler suspends its payments to the Fund. This Agreement will automatically terminate, without payment of any penalty, creditors generally or becomes insolvent; or
(3) in the event of its “assignment” (as defined the Bottler’s dissolution, nationalization or expropriation, or in the 1940 Actevent of the confiscation of the production or distribution assets of the Bottler.
(a) This Agreement may also be terminated by the Company and CCJC or by the Bottler without liability for damages if the other party or parties fails or fail to observe any one or more of the terms, covenants or conditions of this Agreement, and fails to remedy such default(s) within sixty (60) days after such party has been given written notice of such default(s).
(b) In addition to all other remedies to which the Company may be entitled hereunder, if at any time the Bottler fails to follow the instructions or to maintain the standards prescribed by the Company or required by applicable laws in the Territory for the preparation and packaging of the Syrup or the Beverage, the Company shall have the right to prohibit the production of the Syrup or the Beverage until the default has been corrected to the Company’s satisfaction, and the Company may demand the suspension of distribution and delivery of the Beverage and further demand the recall or withdrawal from the market or trade, at the Bottler’s expense, of the Beverage not in conformity with or not manufactured in conformity with such instructions, standards or requirements, and the Bottler shall promptly comply with such prohibition or demand. During the period of such prohibition of production, the Company shall be entitled to suspend deliveries of the Concentrate to the Bottler and to supply the Beverage or to arrange for others to supply the Beverage in the Territory. No prohibition or demand shall be deemed a waiver of the rights of the Company to terminate this Agreement pursuant to this Clause 25.
26. Upon the expiration or earlier termination of this Agreement:
(a) the Bottler shall not thereafter prepare, package, distribute, or sell the Beverage or make any use of the Trade Marks, Approved Containers, closures, cases, cartons, labels, other packaging material or advertising, marketing or promotional material used or which are intended for use by the Bottler solely in connection with the preparation, packaging, distribution and sale of the Beverage;
(b) the Bottler shall forthwith eliminate all references to the Company, CCJC, the Beverage and the Trade Marks from the premises, delivery vehicles, vending machines, coolers and other equipment of the Bottler and from all business stationery and all written, graphic, electromagnetic, digital or other advertising, marketing or promotional material used or maintained by the Bottler, and the Bottler shall not thereafter hold forth in any manner whatsoever that the Bottler has any connection with the Company, CCJC, the Beverage or the Trade Marks;
(c) the Bottler shall forthwith deliver to the Company, CCJC or a third party, in accordance with such instructions as the Company shall give, all of the Concentrate, Beverage in Approved Containers, usable Approved Containers bearing the Trade Marks or any of them, closures, cases, cartons, labels and other packaging materials bearing the Trade Marks and advertising material for the Beverage still in the Bottler’s possession or under its control, and the Company shall, upon delivery thereof pursuant to such instructions, pay to the Bottler a sum equal to the reasonable market value of such supplies or materials, provided that the Company will accept and pay for only such supplies or materials as are in first-class and usable condition; and provided further that all Approved Containers, closures, cases, cartons, labels and other packaging materials and advertising materials bearing the name of the Bottler and any such supplies and materials which are unfit for use according to the Company’s standards shall be destroyed by the Bottler without cost to the Company or CCJC; and provided further that, if this Agreement is terminated in accordance with the provisions of Clauses 16, 22(b), 24(a), 25 or 27 or as a result of any of the contingencies provided in Clause 30 (including termination by operation of law), or if the Agreement is terminated by the Bottler for any reason other than in accordance with or as a result of the operation of Clause 25, the Company shall have the option, but no obligation, to purchase from the Bottler the supplies and materials referred to above; and
(d) all rights and obligations hereunder, whether specifically set out or whether accrued or accruing by use, conduct or otherwise, shall expire, cease and end, excepting all provisions concerning the obligations of the Bottler as set forth in Clauses 11(b)(2) and (b)(3) and 12, 13, 14, 15(f), 26, 29(b), 31, 32, 33(a), 33(c) and 33(d), all of which shall continue in full force and effect, provided always that this provision shall not affect any rights the Company or CCJC may have against the Bottler in respect of any claim for nonpayment of any debt or account owed by the Bottler to the Company or its Authorized Suppliers.
Appears in 2 contracts
Sources: Bottler's Agreement (Coca-Cola West Co., Ltd.), Bottler's Agreement (Coca-Cola West Co., Ltd.)
Duration and Termination of Agreement. This Agreement shall become effective with respect to each Fund on the later of (i) its execution and execution, (ii) the date of the meeting of the shareholders Board of Trustees of the Fundapplicable Trust, at which meeting this Agreement is approved by as described below and (iii) immediately following the vote close of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fundbusiness on December 31, 2005. The Agreement will continue in effect with respect to a Fund for a period more than two years from the its effective date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund applicable Trust or by the vote of a majority of the outstanding voting securities of the Fund applicable Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund applicable Trust who are not “interested persons” persons (as defined in the ▇▇▇▇ ▇▇▇Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Fund votes to approve the Agreement or its continuance. Following , notwithstanding that the effectiveness Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of any other Fund affected by the Agreement, if . If any required shareholder approval of this Agreement or any continuance of the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreementis not obtained, the Adviser Sub-adviser will continue to act as investment sub-adviser with respect to the such Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Adviser Sub-adviser in respect of the such Fund during such period will be no more than its actual costs incurred is in furnishing investment advisory and management services to the Fund or the amount it would have received compliance with Rule 15a-4 under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectInvestment Company Act. This Agreement may be terminated at any timeanytime, without the payment of any penalty, as to a Fund by the Trustees of the Fund, applicable Trust or by the vote of a majority of the outstanding voting securities of the applicable Fund, on sixty days’ ' written notice to the AdviserAdviser and the Sub-adviser, or by the Adviser or Sub-adviser on sixty days’ ' written notice to the Fundapplicable Trust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its “assignment” assignment (as defined in the 1940 Investment Company Act)) or in the event the advisory agreement between the Adviser and the applicable Trust terminates for any reason.
Appears in 2 contracts
Sources: Sub Advisory Agreement (Hancock John Patriot Premium Dividend Fund Ii), Sub Advisory Agreement (Hancock John Capital Series)
Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of the holders of a “majority of the outstanding voting securities” (as defined in the ▇1▇▇▇ ▇▇▇) of the FundFunds. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of the holders of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Fund if the holders of a majority of the outstanding voting securities of the that Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of notwithstanding that the Agreement or its continuance or may not have been approved by a majority of a new contract with the Adviser or a different adviser or holders of the outstanding voting securities of (a) any other definitive action; provided, that the compensation received Fund affected by the Adviser in respect Agreement or (b) all the Funds of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectTrust. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Fund by the vote of the holders of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).
Appears in 2 contracts
Sources: Advisory Agreement (John Hancock Exchange-Traded Fund Trust), Advisory Agreement (John Hancock Exchange-Traded Fund Trust)
Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date hereof, provided that on or before that date it has been approved by a majority of the meeting holders of the shareholders outstanding voting securities of the Fund, at which and shall remain in force, unless sooner terminated as provided herein, until the first regular or special meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in Fund stockholders following the ▇▇▇▇ ▇▇▇) date shares of capital stock of the Fund are first offered to the public. This Agreement shall be presented to each Series of the Fund. The Agreement will 's stockholders at such meeting for their approval and shall continue in effect for a period more than two years from the date of its execution only so long as successive 12-month periods, unless terminated, provided that each such continuance is specifically approved at such meeting and at least annually either thereafter by (a) the Trustees vote of a majority of the Fund or entire board of directors of the Fund, or, with respect to each Series, by the vote of a majority of the outstanding voting securities of such Series (as defined in the Fund provided that in either event such continuance shall also be approved by 1940 Act, and (b) the vote of a majority of the Trustees of the Fund those directors who are not “parties to this Agreement or interested persons” persons (as such term is defined in the ▇▇▇▇ ▇▇▇) of any such party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval In the event that this Agreement is approved by such vote of the outstanding voting securities of one or more Series but not of one or more others, this Agreement shall continue in effect with respect to the former Series and, with respect to the latter may continue in effect until such approval by the latter Series of this Agreement or of any continuance a new agreement with the Management Company or with another party is obtained, provided that compensation paid with respect to such Series pending such approval is no greater than the lesser of the Management Company's actual costs incurred hereunder or the amount due pursuant to Section 5 hereof. This Agreement shall may be effective if terminated at any time without payment of any penalty, by the Fund upon the vote of a majority of the Fund's board of directors or, with respect to any Series, by a majority of the outstanding voting securities of the Fund votes to approve the Agreement such Series, or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the FundManagement Company, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, .in each case on sixty (60) days’ ' written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fundother party. This Agreement will shall automatically terminate, without payment of any penalty, terminate in the event of its “assignment” assignment (as such term is defined in the 1940 Act).
Appears in 2 contracts
Sources: Investment Advisory Contract (Security Tax Exempt Fund), Investment Advisory Contract (Security Tax Exempt Fund)
Duration and Termination of Agreement. This With respect to any Fund, this Agreement shall become effective on the later of (i) its execution and (ii) upon the date of the meeting of the shareholders of the Fundsuch Fund is identified on Exhibit B, at which meeting and this Agreement is approved by the vote Trust's Board of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will Trustees if such approval is required, and shall continue in effect force for a period more than two years from one year, and shall thereafter continue automatically for successive annual periods unless earlier terminated and subject to any periodic approval required by the Trust's Board of Trustees. This Agreement is terminable as to any Fund by any party upon 60 days written notice thereof to the other parities or upon default hereof provided that such default shall not terminate this Agreement to the extent that the defaulting party has been notified of such default by the non-defaulting party and the defaulting party cures such default within 10 business days of notice of such default. After the date of its execution only termination as to a Fund, no fee will be due with respect to any shares of such Fund that are first placed or purchased in Company or Correspondent customer accounts after the date of such termination. However, notwithstanding any such termination, the Trust and TOGSC will remain obligated to pay Company the Asset Based Fee as to each share of such Fund that was considered in the calculation of such fee as of the date of such termination, for so long as such continuance share is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined held in the ▇▇▇▇ ▇▇▇) of Company or Correspondent account. This Agreement, or any provision hereof, shall survive termination to the extent necessary for each party to perform its obligations with respect to shares for which the Asset Based Fee continues to be due subsequent to such termination. Notwithstanding anything to the contrary contained in this Section VI, this Agreement cast will terminate automatically with respect to TOGSC in person at a meeting called the event that TOGSC ceases to serve as principal underwriter or distributor for the purpose Funds pursuant to a termination of voting on such approval. The required shareholder approval of its Distribution Agreement with the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the AgreementFund; or, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending Trust in the required approval event that the Fund's plan of distribution, adopted pursuant to Rule l2b-1 under the 1940 Act, or any other plan for the financing of shareholder servicing activities (the "Plan") which finances such payment obligation is terminated for whatever reason by the Trust's Board of Directors. In that connection the Trust's and TOGSC's payment obligations with respect to fees will cease as of the effective date of (I) the termination of TOGSC's Distribution Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or (ii) the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to plan, as the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).case may
Appears in 2 contracts
Sources: Agency Agreement (One Group), Agency Agreement (One Group Mutual Funds)
Duration and Termination of Agreement. This Agreement shall become effective with respect to the Fund on the later of (i) its execution and execution, (ii) the date of the meeting of the shareholders Board of Trustees of the FundTrust, at which meeting this Agreement is approved by as described below and (iii) immediately following the vote close of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fundbusiness on July 14, 2006. The Agreement will continue in effect with respect to the Fund for a period more than two years from the its effective date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the ▇▇▇▇ ▇▇▇Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve the Agreement or its continuance. Following the effectiveness If any required shareholder approval of this Agreement or any continuance of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreementis not obtained, the Adviser Sub-adviser will continue to act as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Adviser Sub-adviser in respect of the Fund during such period will be no more than its actual costs incurred is in furnishing investment advisory and management services to the Fund or the amount it would have received compliance with Rule 15a-4 under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectInvestment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, as to the Fund by the Trustees of the Fund, Trust or by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ ' written notice to the AdviserAdviser and the Sub-adviser, or by the Adviser or Sub-adviser on sixty days’ ' written notice to the FundTrust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its “assignment” assignment (as defined in the 1940 Investment Company Act)) or in the event the advisory agreement between the Adviser and the Trust terminates for any reason.
Appears in 2 contracts
Sources: Sub Investment Management Contract (Hancock John Capital Series), Sub Investment Management Contract (Hancock John Institutional Series Trust)
Duration and Termination of Agreement. (a) This Agreement shall become effective expire, without notice, on , unless it has been earlier terminated as provided herein. It is recognized and agreed among the later parties hereto that the Bottler shall have no right to claim a tacit renewal of this Agreement.
(ib) If the Bottler has fully complied with all the terms, covenants, conditions and stipulations of this Agreement throughout its execution term, and the Bottler is capable of the continued promotion, development and exploitation of the full potential of the business of the preparation, packaging, distribution and sale of the Beverage, the Bottler may request an extension of this Agreement for an additional term of TEN (ii10) years. The Bottler may request such extension by giving written notice to the Company at least six (6) months but not more than twelve (12) months prior to the expiration date of this Agreement. The request by the meeting Bottler for such extension shall be supported by such documentation as the Company may request, including documentation relating to the Bottler’s compliance with the performance obligations under this Agreement and supporting the continued capability of the shareholders Bottler to develop, stimulate and satisfy fully the demand for the Beverage within the Territory. If the Bottler has, in the sole discretion of the FundCompany, at which meeting satisfied the conditions for the extension of this Agreement, then the Company may, by written notice, agree to extend this Agreement is approved by for such additional term or such lesser period as the vote of a “majority of Company may determine.
(c) At the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) expiration of any party to such additional term, this Agreement cast in person at shall expire finally without further notice, and the Bottler shall have no right to claim a meeting called for the purpose tacit renewal of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the this Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. .
(a) This Agreement may be terminated at any timeby the Company or the Bottler forthwith and without liability for damages by written notice given by the party entitled to terminate to the other party:
(1) if the Company, without the Authorized Suppliers or the Bottler cannot legally obtain foreign exchange to remit abroad in payment of imports of the Concentrate or the ingredients or materials necessary for the manufacture of the Concentrate, the Syrup or the Beverage; or
(2) if any penaltypart of this Agreement ceases to be in conformity with the laws or regulations applicable in the Territory and, as a result thereof, or as a result of any other laws affecting this Agreement, any one of the material stipulations herein cannot be legally performed or the Syrup cannot be prepared, or the Beverage cannot be prepared or sold in accordance with the instructions issued by the Trustees Company pursuant to Clause 17 above, or if the Concentrate cannot be manufactured or sold in accordance with the Company’s formula or the standards prescribed by it.
(b) This Agreement may be terminated forthwith by the Company without liability for damages:
(1) if the Bottler becomes insolvent, or if a petition in bankruptcy is filed against or on behalf of the FundBottler which is not stayed or dismissed within one hundred and twenty (120) days, by or if the vote of Bottler passes a majority resolution for winding up, or if a winding up or judicial management order is made against the Bottler, or if a receiver is appointed to manage the business of the outstanding voting securities of the Fund, on sixty days’ written notice to the AdviserBottler, or by if the Adviser on sixty days’ written notice to Bottler enters into any judicial or voluntary scheme of composition with its creditors or concludes any similar arrangements with them or makes an assignment for the Fund. This Agreement will automatically terminate, without payment benefit of any penalty, creditors; or
(2) in the event of its “assignment” (as defined the Bottler’s dissolution, nationalization or expropriation, or in the 1940 Actevent of the confiscation of the production or distribution assets of the Bottler.
(a) This Agreement may also be terminated by the Company or the Bottler without liability for damages if the other party fails to observe any one or more of the terms, covenants or conditions of this Agreement, and fails to remedy such default(s) within sixty (60) days after such party has been given written notice of such default(s).
(b) In addition to all other remedies to which the Company may be entitled hereunder, if at any time the Bottler fails to follow the instructions or to maintain the standards prescribed by the Company or required by applicable laws in the Territory for the preparation and packaging of the Syrup or the Beverage, the Company shall have the right to prohibit the production of the Syrup or the Beverage until the default has been corrected to the Company’s satisfaction, and the Company may demand the suspension of distribution and delivery of the Beverage and further demand the recall or withdrawal from the market or trade, at the Bottler’s expense, of the Beverage not in conformity with or not manufactured in conformity with such instructions, standards or requirements, and the Bottler shall promptly comply with such prohibition or demand. During the period of such prohibition of production, the Company shall be entitled to suspend deliveries of the Concentrate to the Bottler and to supply the Beverage or to arrange for others to supply the Beverage in the Territory. No prohibition or demand shall be deemed a waiver of the rights of the Company to terminate this Agreement pursuant to this Clause 25.
Appears in 2 contracts
Sources: Business Separation and Merger Agreement (Coca-Cola Enterprises, Inc.), Business Separation and Merger Agreement (Coca Cola Enterprises Inc)
Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of investors in the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees Board of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees members of the Fund Board who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of investors in the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of investors in the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, Board or by the vote of a majority of the outstanding voting securities of the Fund, Fund on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).
Appears in 2 contracts
Sources: Advisory Agreement (ASGI Aurora Opportunities Fund, LLC), Advisory Agreement (ASGI Aurora Opportunities Fund, LLC)
Duration and Termination of Agreement. This Agreement shall become effective with respect to each Fund of Funds on the later of of:
(i) its execution and execution, and
(ii) the date of the meeting of the shareholders Board of Trustees of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Funddescribed below. The Agreement will continue in effect for a period more than two years from the date of its execution with respect to each Fund of Funds only so long as such continuance is specifically approved at least annually either (i) by the Trustees of the Fund Trust or (ii) by the vote of a majority of the outstanding voting securities of the Fund of Funds, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the ▇▇▇▇ ▇▇▇Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Any required shareholder approval of the Agreement Agreement, or of any continuance of the Agreement Agreement, shall be effective with respect to any Fund of Funds if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Fund of Funds votes to approve the Agreement or its continuance. Following , notwithstanding that the effectiveness Agreement or its continuance may not have been approved by a majority of the Agreement, if outstanding voting securities of (a) any other Fund of Funds affected by the Agreement terminates because or (b) all the shareholders Fund of Funds. If any required shareholder approval of this Agreement or any continuance of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the AgreementAgreement is not obtained, the Adviser Deutsche will continue to act as investment adviser provide the services described herein with respect to the affected Fund of Funds pending the required approval of the Agreement or its continuance or of a new contract with the Adviser Deutsche or a different adviser or other definitive action; provided, that the compensation received by the Adviser Deutsche in respect of the such Fund of Funds during such period will be no more than its actual costs incurred is in furnishing investment advisory and management services to the Fund or the amount it would have received compliance with Rule 15a-4 under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectInvestment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust, or with respect to any Fund of Funds by the vote of a majority of the outstanding voting securities of such portfolio, on sixty days’ ' written notice to the Adviser, Subadviser and Deutsche, or by the Adviser Adviser, Subadviser or Deutsche on sixty days’ ' written notice to the FundTrust and the other parties. This Agreement will automatically terminate, without the payment of any penalty, in the event of its “assignment” assignment (as defined in the 1940 Investment Company Act), in the event the Subadvisory Agreement between the Subadviser and the Adviser terminates for any reason with respect to the Fund of Funds or in the event the Advisory Agreement between the Adviser and the Trust terminates for any reason with respect to the Fund of Funds.
Appears in 2 contracts
Sources: Subadvisory Consulting Agreement (John Hancock Funds III), Subadvisory Consulting Agreement (John Hancock Funds III)
Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the FundTrust. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Trust if a majority of the outstanding voting securities of the Fund Trust votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund Trust fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund Trust pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of to the Fund Trust during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund Trust or the amount it would have received under the Agreement in respect of to the FundTrust, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrustees, by the vote of a majority of the outstanding voting securities of the FundTrust, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).
Appears in 1 contract
Sources: Investment Advisory Agreement (Manulife Private Credit Fund)
Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇1▇▇▇ ▇▇▇) of the FundTrust. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Trust if a majority of the outstanding voting securities of the Fund Trust votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund Trust fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund Trust pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of to the Fund Trust during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund Trust or the amount it would have received under the Agreement in respect of to the FundTrust, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrustees, by the vote of a majority of the outstanding voting securities of the FundTrust, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).
Appears in 1 contract
Sources: Investment Advisory Agreement (John Hancock GA Mortgage Trust)
Duration and Termination of Agreement. (a) This Agreement shall become effective expire, without notice, on , unless it has been earlier terminated as provided herein. It is recognized and agreed among the later parties hereto that the Bottler shall have no right to claim a tacit renewal of this Agreement.
(ib) If the Bottler has fully complied with all the terms, covenants, conditions and stipulations of this Agreement throughout its execution term, and the Bottler is capable of the continued promotion, development and exploitation of the full potential of the business of the preparation, packaging, distribution and sale of the Beverage, the Bottler may request an extension of this Agreement for an additional term of ( ) years. The Bottler may request such extension by giving written notice to the Company at least six (ii6) months but not more than twelve (12) months prior to the expiration date of this Agreement. The request by the meeting Bottler for such extension shall be supported by such documentation as the Company may request, including documentation relating to the Bottler’s compliance with the performance obligations under this Agreement and supporting the continued capability of the shareholders Bottler to develop, stimulate and satisfy fully the demand for the Beverage within the Territory. If the Bottler has, in the sole discretion of the FundCompany, at which meeting satisfied the conditions for the extension of this Agreement, then the Company may, by written notice, agree to extend this Agreement is approved by for such additional term or such lesser period as the vote of a “majority of Company may determine.
(c) At the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) expiration of any party to such additional term, this Agreement cast in person at shall expire finally without further notice, and the Bottler shall have no right to claim a meeting called for the purpose tacit renewal of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the this Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. .
(a) This Agreement may be terminated at any timeby the Company or the Bottler forthwith and without liability for damages by written notice given by the party entitled to terminate to the other party:
(1) if the Company, without the Authorized Suppliers or the Bottler cannot legally obtain foreign exchange to remit abroad in payment of imports of the Concentrate or the ingredients or materials necessary for the manufacture of the Concentrate, the Syrup or the Beverage; or
(2) if any penaltypart of this Agreement ceases to be in conformity with the laws or regulations applicable in the Territory and, as a result thereof, or as a result of any other laws affecting this Agreement, any one of the material stipulations herein cannot be legally performed or the Syrup cannot be prepared, or the Beverage cannot be prepared or sold in accordance with the instructions issued by the Trustees Company pursuant to Clause 17 above, or if the Concentrate cannot be manufactured or sold in accordance with the Company’s formula or the standards prescribed by it.
(b) This Agreement may be terminated forthwith by the Company without liability for damages:
(1) if the Bottler becomes insolvent, or if a petition in bankruptcy is filed against or on behalf of the FundBottler which is not stayed or dismissed within one hundred and twenty (120) days, by or if the vote of Bottler passes a majority resolution for winding up, or if a winding up or judicial management order is made against the Bottler, or if a receiver is appointed to manage the business of the outstanding voting securities of the Fund, on sixty days’ written notice to the AdviserBottler, or by if the Adviser on sixty days’ written notice to Bottler enters into any judicial or voluntary scheme of composition with its creditors or concludes any similar arrangements with them or makes an assignment for the Fund. This Agreement will automatically terminate, without payment benefit of any penalty, creditors; or
(2) in the event of its “assignment” (as defined the Bottler’s dissolution, nationalization or expropriation, or in the 1940 Actevent of the confiscation of the production or distribution assets of the Bottler.
(a) This Agreement may also be terminated by the Company or the Bottler without liability for damages if the other party fails to observe any one or more of the terms, covenants or conditions of this Agreement, and fails to remedy such default(s) within sixty (60) days after such party has been given written notice of such default(s).
(b) In addition to all other remedies to which the Company may be entitled hereunder, if at any time the Bottler fails to follow the instructions or to maintain the standards prescribed by the Company or required by applicable laws in the Territory for the preparation and packaging of the Syrup or the Beverage, the Company shall have the right to prohibit the production of the Syrup or the Beverage until the default has been corrected to the Company’s satisfaction, and the Company may demand the suspension of distribution and delivery of the Beverage and further demand the recall or withdrawal from the market or trade, at the Bottler’s expense, of the Beverage not in conformity with or not manufactured in conformity with such instructions, standards or requirements, and the Bottler shall promptly comply with such prohibition or demand. During the period of such prohibition of production, the Company shall be entitled to suspend deliveries of the Concentrate to the Bottler and to supply the Beverage or to arrange for others to supply the Beverage in the Territory. No prohibition or demand shall be deemed a waiver of the rights of the Company to terminate this Agreement pursuant to this Clause 25.
26. Upon the expiration or earlier termination of this Agreement:
(a) the Bottler shall not thereafter prepare, package, distribute, or sell the Beverage or make any use of the Trade Marks, Approved Containers, closures, cases, cartons, labels, other packaging material or advertising, marketing or promotional material used or which are intended for use by the Bottler solely in connection with the preparation, packaging, distribution and sale of the Beverage;
(b) the Bottler shall forthwith eliminate all references to the Company, the Beverage and the Trade Marks from the premises, delivery vehicles, vending machines, coolers and other equipment of the Bottler and from all business stationery and all written, graphic, electromagnetic, digital or other advertising, marketing or promotional material used or maintained by the Bottler, and the Bottler shall not thereafter hold forth in any manner whatsoever that the Bottler has any connection with the Company, the Beverage or the Trade Marks;
(c) the Bottler shall forthwith deliver to the Company or a third party, in accordance with such instructions as the Company shall give, all of the Concentrate, Beverage in Approved Containers, usable Approved Containers bearing the Trade Marks or any of them, closures, cases, cartons, labels and other packaging materials bearing the Trade Marks and advertising material for the Beverage still in the Bottler’s possession or under its control, and the Company shall, upon delivery thereof pursuant to such instructions, pay to the Bottler a sum equal to the reasonable market value of such supplies or materials, provided that the Company will accept and pay for only such supplies or materials as are in first-class and usable condition; and provided further that all Approved Containers, closures, cases, cartons, labels and other packaging materials and advertising materials bearing the name of the Bottler and any such supplies and materials which are unfit for use according to the Company’s standards shall be destroyed by the Bottler without cost to the Company; and provided further that, if this Agreement is terminated in accordance with the provisions of Clauses 16, 22(b), 24(a), 25 or 27 or as a result of any of the contingencies provided in Clause 30 (including termination by operation of law), or if the Agreement is terminated by the Bottler for any reason other than in accordance with or as a result of the operation of Clauses 22(b) or 25, the Company shall have the option, but no obligation, to purchase from the Bottler the supplies and materials referred to above; and
(d) all rights and obligations hereunder, whether specifically set out or whether accrued or accruing by use, conduct or otherwise, shall expire, cease and end, excepting all provisions concerning the obligations of the Bottler as set forth in Clauses 11(a)(2) and (a)(3) and 12, 13, 14, 26, 31, 32, 33(a), 33(c) and 33(d), all of which shall continue in full force and effect, provided always that this provision shall not affect any rights the Company may have against the Bottler in respect of any claim for nonpayment of any debt or account owed by the Bottler to the Company or its Authorized Suppliers.
Appears in 1 contract
Sources: Bottler's Agreement (Coca-Cola European Partners LTD)
Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders unitholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees Board of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees members of the Fund Board who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders unitholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders unitholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, Board or by the vote of a majority of the outstanding voting securities of the Fund, Fund on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).
Appears in 1 contract
Sources: Advisory Agreement (ASGI Corbin Multi-Strategy Fund, LLC)
Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇1▇▇▇ ▇▇▇) of the FundTrust. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Trust if a majority of the outstanding voting securities of the Fund Trust votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund Trust fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund Trust pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund Trust during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund Trust or the amount it would have received under the Agreement in respect of the FundAgreement, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust , on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).
Appears in 1 contract
Duration and Termination of Agreement. This Agreement shall become effective with respect to the Fund on the later of (i) its execution and execution, (ii) the date of the meeting of the shareholders Board of Trustees of the FundTrust, at which meeting this Agreement is approved by as described below and (iii) immediately following the vote close of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fundbusiness on August 4, 2006. The Agreement will continue in effect with respect to the Fund for a period more than two years from the its effective date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the ▇▇▇▇ ▇▇▇Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve the Agreement or its continuance. Following the effectiveness If any required shareholder approval of this Agreement or any continuance of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreementis not obtained, the Adviser Sub-adviser will continue to act as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Adviser Sub-adviser in respect of the Fund during such period will be no more than its actual costs incurred is in furnishing investment advisory and management services to the Fund or the amount it would have received compliance with Rule 15a-4 under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectInvestment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, as to the Fund by the Trustees of the Fund, Trust or by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ ' written notice to the AdviserAdviser and the Sub-adviser, or by the Adviser or Sub-adviser on sixty days’ ' written notice to the FundTrust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its “assignment” assignment (as defined in the 1940 Investment Company Act)) or in the event the advisory agreement between the Adviser and the Trust terminates for any reason.
Appears in 1 contract
Sources: Sub Investment Management Contract (Hancock John Equity Trust)
Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇1▇▇▇ ▇▇▇) of the FundTrust. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Trust if a majority of the outstanding voting securities of the Fund Trust votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund Trust fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund Trust pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund Trust during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund Trust or the amount it would have received under the Agreement in respect of the FundAgreement, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).
Appears in 1 contract
Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, Fund or by the vote of a majority of the outstanding voting securities of the Fund, Fund on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).
Appears in 1 contract
Duration and Termination of Agreement. This Agreement shall become effective on the later of of: (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” securities (as defined in the ▇▇▇▇ ▇▇▇Investment Company Act) of the FundPortfolios. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the ▇▇▇▇ ▇▇▇Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the Fund series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance. Following , notwithstanding that the effectiveness Agreement or its continuance may not have been approved by a majority of the Agreement, if outstanding voting securities of (a) any other Portfolio affected by the Agreement terminates because or (b) all the Portfolios of the Trust. If the shareholders of the Fund a series of shares of any Portfolio fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund such Portfolio during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund such Portfolio or the amount it would have received under the Agreement in respect of the Fundsuch Portfolio, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of the series of shares of such Portfolio, on sixty days’ ' written notice to the Adviser, or by the Adviser on sixty days’ ' written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” assignment (as defined in the 1940 Investment Company Act).
Appears in 1 contract
Sources: Advisory Agreement (Manufacturers Investment Trust)
Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇1▇▇▇ ▇▇▇) of the FundFunds. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Fund if a majority of the outstanding voting securities of the that Fund votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Fund affected by the Agreement or (b) all the Funds of the Trust. Following the effectiveness of the AgreementAgreement with respect to any Fund, if the Agreement terminates with respect to such Fund because the shareholders of the such Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the such Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the such Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the such Fund or the amount it would have received under the Agreement in respect of the such Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the any Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the such Fund and, in such event, the Agreement shall continue with respect to the such Fund as previously in force and effect. jhfiiiadvagtrestated This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any Fund by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).
Appears in 1 contract
Duration and Termination of Agreement. This With respect to any Fund, this Agreement shall become effective on the later of (i) its execution and (ii) upon the date of the meeting of the shareholders of the Fundsuch Fund is identified on Exhibit B, at which meeting and this Agreement is approved by the vote Fund or its Board of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will Trustees if such approval is required, and shall continue in effect force for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either one year, and shall thereafter continue automatically for successive annual periods unless earlier terminated and subject to any periodic approval required by the Trustees of the Fund or its Board of Trustees. This Agreement is terminable as to any Fund by any party upon 90 days written notice thereof to the other parties or upon default hereof provided that such default shall not terminate this Agreement to the extent the defaulting party has been notified of such default by the vote non-defaulting party and the defaulting party cures such default within 10 business days of a majority notice of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of any party to default. In addition, this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any timetime with respect to a Fund, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities members of the Board of the Fund who are not interested persons of the Fund and have no direct or indirect financial interest in the operation of the Fund, on sixty days’ written notice 's Shareholder Services Plan or in any related documents to the AdviserShareholder Services Plan. After the date of termination as to any Fund, no fee will be due with respect to any shares of such Fund that are first placed or purchased in Fidelity or Correspondent customer accounts after the date of such termination. However, notwithstanding any such termination, Fund/Agent, and any successor or assignee, will remain obligated to pay NFSC the fee as to each share of such Fund that was considered in the calculation of the fee as of the date of such termination, for so long as such share is held in the Fidelity or Correspondent account, but only so long as the Shareholder Services Agreement between the Fund and Fund/Agent, or by the Adviser on sixty days’ written notice any successor or assignee, remains in effect. This Agreement, or any provision hereof, shall survive termination to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of extent necessary for each party to perform its “assignment” (as defined in the 1940 Act)obligations with respect to shares for which a fee continues to be due subsequent to such termination.
Appears in 1 contract
Duration and Termination of Agreement. This Agreement shall become effective on the later of of: (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” securities (as defined in the ▇▇▇▇ ▇▇▇Investment Company Act) of the FundPortfolios. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the ▇▇▇▇ ▇▇▇Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to any Portfolio if a majority of the outstanding voting securities of the Fund series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of that Portfolio votes to approve the Agreement or its continuance. Following , notwithstanding that the effectiveness Agreement or its continuance may not have been approved by a majority of the Agreement, if outstanding voting securities of (a) any other Portfolio affected by the Agreement terminates because or (b) all the Portfolios of the Trust. If the shareholders of the Fund a series of shares of any Portfolio fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund such Portfolio during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund such Portfolio or the amount it would have received under the Agreement in respect of the Fundsuch Portfolio, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust, or with respect to any Portfolio by the vote of a majority of the outstanding voting securities of the series of shares of such Portfolio, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ ' written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” assignment (as defined in the 1940 Investment Company Act).
Appears in 1 contract
Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇1▇▇▇ ▇▇▇) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇1▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).
Appears in 1 contract
Sources: Advisory Agreement (John Hancock Hedged Equity & Income Fund)
Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders members of the Fund, at which meeting this Agreement is approved by the vote of a “"majority of the outstanding voting securities” " (as defined in the ▇▇▇▇ ▇▇▇) of the Fund, provided that in either event the Agreement shall also be previously approved by the vote of a majority of the Managers of the Fund who are not "interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees Managers of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees Managers of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) persons of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders members of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders members of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees Managers of the Fund, Fund or by the vote of a majority of the outstanding voting securities of the Fund, Fund on sixty days’ ' written notice to the Adviser, or by the Adviser on sixty days’ ' written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “"assignment” " (as defined in the 1940 Act).
Appears in 1 contract
Sources: Advisory Agreement (ASGI Mesirow Insight Fund, LLC)
Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the FundFund (the “Effective Date”). The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act).
Appears in 1 contract
Sources: Advisory Agreement (John Hancock Asset-Based Lending Fund)
Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the FundTrust. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Trust if a majority of the outstanding voting securities of the Fund Trust votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund Trust fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund Trust pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of to the Fund Trust during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund Trust or the amount it would have received under the Agreement in respect of to the FundTrust, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrustees, by the vote of a majority of the outstanding voting securities of the FundTrust, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).
Appears in 1 contract
Sources: Investment Advisory Agreement (John Hancock GA Senior Loan Trust)
Duration and Termination of Agreement. This With respect to any Fund, this Agreement shall become effective on the later of (i) its execution and (ii) upon the date of the meeting of the shareholders of the Fundsuch Fund is identified on Exhibit B, at which meeting and this Agreement is approved by the vote Fund or its Board of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will Trustees if such approval is required, and shall continue in effect force for a period more than two years from one year, and shall thereafter continue automatically for successive annual periods unless earlier terminated and subject to any periodic approval required by the Fund or its Board of Trustees. This Agreement is terminable as to any Fund by any party upon 90 days written notice thereof to the other parties or upon default hereof provided that such default shall not terminate this Agreement to the extent the defaulting party has been notified of such default by the non-defaulting party and the defaulting party cures such default within 10 business days of notice of such default. After the date of its execution only termination as to any Fund, no fee will be due with respect to any shares of such Fund that are first placed or purchased in FBS or Correspondents customer accounts after the date of such termination. However, notwithstanding any such termination, Fund/Agent will remain obligated to pay NFS the fee as to each share of such Fund that was considered in the calculation of the fee as of the date of such termination, for so long as such continuance share is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined held in the ▇▇▇▇ ▇▇▇) of FBS or Correspondents account. This Agreement, or any provision hereof, shall survive termination to the extent necessary for each party to perform its obligations with respect to shares for which a fee continues to be due subsequent to such termination. Notwithstanding anything to the contrary contained in this section VI, this Agreement cast will terminate automatically with respect to One Group Dealer Services, Inc. in person at a meeting called the event that One Group Dealer Services, Inc. ceases to serve as principal underwriter or distributor for the purpose Funds pursuant to a termination of voting on such approval. The required shareholder approval of its Distribution Agreement with the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the AgreementFund; or, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending Trust in the required approval event that the Funds' plan of distribution, adopted pursuant to Rule 12b-1 under the 1940 Act, or any other plan for the financing of shareholder servicing activities (the `Plan') which finances such payment obligation is terminated for whatever reason by the Funds' Board of Directors. In that connection the Trust's and One Group Dealer Services, Inc.'s payment obligations with respect to fees will cease as of the effective date of (i) the termination of One Group Dealer Services, Inc.'s Distribution Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or (ii) the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement plan, as the case may be. This paragraph does not relieve the Trust or One Group Dealer Services, Inc. of the obligation for payment of past fees due under this agreement. In the event such payment obligation shall cease in accordance with clause (i) above, Fidelity may seek to receive such payments from any successor distributor that is appointed by the Funds. In the event such payment obligation shall cease in accordance with Clause (ii) above, the Trust and Fidelity agree to negotiate in good faith with respect to whether and to what extent the Fund and, trust will continue to make such payments either from a related party's resources or in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, reliance upon financing that is provided by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act)successor plan.
Appears in 1 contract
Duration and Termination of Agreement. This Agreement shall become effective with respect to the Fund on the later of (i) its execution and execution, (ii) the date of the meeting of the shareholders Board of Trustees of the FundTrust, at which meeting this Agreement is approved by as described below and (iii) immediately following the vote close of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fundbusiness on July 14, 2006. The Agreement will continue in effect with respect to the Fund for a period more than two years from the its effective date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Fund, provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” persons (as defined in the ▇▇▇▇ ▇▇▇Investment Company Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The Any required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Fund if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the Investment Company Act) of shares of the Fund votes to approve the Agreement or its continuance. Following the effectiveness If any required shareholder approval of this Agreement or any continuance of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreementis not obtained, the Adviser Sub-adviser will continue to act as investment sub-adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser Sub-adviser or a different adviser or sub-adviser or other definitive action; provided, that the compensation received by the Adviser Sub-adviser in respect of the Fund during such period will be no more than its actual costs incurred is in furnishing investment advisory and management services to the Fund or the amount it would have received compliance with Rule 15a-4 under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effectInvestment Company Act. This Agreement may be terminated at any time, without the payment of any penalty, as to the Fund by the Trustees of the Fund, Trust or by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the AdviserAdviser and the Sub-adviser, or by the Adviser or Sub-adviser on sixty days’ written notice to the FundTrust and the other party. This Agreement will automatically terminate, without the payment of any penalty, in the event of its “assignment” assignment (as defined in the 1940 Investment Company Act)) or in the event the advisory agreement between the Adviser and the Trust terminates for any reason.
Appears in 1 contract
Sources: Sub Investment Management Contract (Hancock John Capital Series)
Duration and Termination of Agreement. This With respect to any Fund, this Agreement shall become effective on the later of (i) its execution and (ii) upon the date of the meeting of the shareholders of the Fundsuch Fund is identified on Exhibit B, at which meeting and this Agreement is approved by the vote Fund or its Board of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will Directors/Trustees is required, and shall continue in effect force for a period more than two years from the date of its execution one year, and shall thereafter continue automatically for successive annual periods only so long as such continuance is specifically approved at least annually either by a vote of the Board of Directors/Trustees of each Fund, and of the Directors/Trustees who are not interested persons of the Funds and have no direct or indirect financial interest in the operation of each Funds' plan for distribution adopted pursuant to Rule 12b-1 (each, a "12b-1 Plan") under the Investment Company Act of 1940 or, an agreement related to the 12b-1 Plan. This Agreement is terminable as to any Fund by any party upon 90 days written notice thereof to the other parties or upon default hereof provided that such default shall not terminate this Agreement to the extent the defaulting party has been notified of such default by the non-defaulting party and the defaulting party cures such default within 10 business days of notice of such default. This agreement is also terminable as to any Fund at any time by vote of a majority of such Fund's Board of Directors/Trustees who are not interested persons of such Fund and have no direct or indirect financial interest in the operation of the Fund Fund's 12b-1 Plan, or in any agreements related to the 12b-1 Plan, or by the vote of a majority of the outstanding voting securities of such Fund. After the Fund provided that in either event such continuance shall also date of termination as to any Fund, no fee will be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser due with respect to any shares of such Fund that are first placed or purchased in FBS or Correspondents customer accounts after the date of such termination. However, notwithstanding any such termination, Fund/Agent and SDC will remain obligated to pay NFS the fee as to each share of such Fund pending that was considered in the required approval calculation of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect fee as of the Fund during date of such period will be no more than its actual costs incurred termination, for so long as such share is held in furnishing investment advisory the FBS or Correspondents account and management Fidelity continues to provide the services under this Agreement. This Agreement, or any provision hereof, shall survive termination to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, extent necessary for the elimination of doubt, the failure of shareholders of the Fund each party to approve a proposed amendment to the Agreement is not a termination of the Agreement perform its obligations with respect to the Fund and, in shares for which a fee continues to be due subsequent to such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act)termination.
Appears in 1 contract
Sources: Services Agreement (Seligman Lasalle Real Estate Fund Series Inc)
Duration and Termination of Agreement. (a) This Agreement shall become effective expire, without notice, on December 31, 2013, unless it has been earlier terminated as provided herein. It is recognized and agreed among the later parties hereto that the Bottler shall have no right to claim a tacit renewal of this Agreement.
(ib) If the Bottler has fully complied with all the terms, covenants, conditions and stipulations of this Agreement throughout its execution term, and the Bottler is capable of the continued promotion, development and exploitation of the full potential of the business of the preparation, packaging, distribution and sale of the Beverage, the Bottler may request an extension of this Agreement for an additional term of TEN (ii10) years. The Bottler may request such extension by giving written notice to the Company at least six (6) months but not more than twelve (12) months prior to the expiration date of this Agreement. The request by the meeting Bottler for such extension shall be supported by such documentation as the Company may request, including documentation relating to the Bottler’s compliance with the performance obligations under this Agreement and supporting the continued capability of the shareholders Bottler to develop, stimulate and satisfy fully the demand for the Beverage within the Territory. If the Bottler has, in the sole discretion of the FundCompany, at which meeting satisfied the conditions for the extension of this Agreement, then the Company may, by written notice, agree to extend this Agreement is approved by for such additional term or such lesser period as the vote of a “majority of Company may determine.
(c) At the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) expiration of any party to such additional term, this Agreement cast in person at shall expire finally without further notice, and the Bottler shall have no right to claim a meeting called for the purpose tacit renewal of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the this Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. .
(a) This Agreement may be terminated at any timeby the Company or the Bottler forthwith and without liability for damages by written notice given by the party entitled to terminate to the other party:
(1) if the Company, without the Authorized Suppliers or the Bottler cannot legally obtain foreign exchange to remit abroad in payment of imports of the Concentrate or the ingredients or materials necessary for the manufacture of the Concentrate, the Syrup or the Beverage; or
(2) if any penaltypart of this Agreement ceases to be in conformity with the laws or regulations applicable in the Territory and, as a result thereof, or as a result of any other laws affecting this Agreement, any one of the material stipulations herein cannot be legally performed or the Syrup cannot be prepared, or the Beverage cannot be prepared or sold in accordance with the instructions issued by the Trustees Company pursuant to Clause 17 above, or if the Concentrate cannot be manufactured or sold in accordance with the Company’s formula or the standards prescribed by it.
(b) This Agreement may be terminated forthwith by the Company without liability for damages:
(1) if the Bottler becomes insolvent, or if a petition in bankruptcy is filed against or on behalf of the FundBottler which is not stayed or dismissed within one hundred and twenty (120) days, by or if the vote of Bottler passes a majority resolution for winding up, or if a winding up or judicial management order is made against the Bottler, or if a receiver is appointed to manage the business of the outstanding voting securities of the Fund, on sixty days’ written notice to the AdviserBottler, or by if the Adviser on sixty days’ written notice to Bottler enters into any judicial or voluntary scheme of composition with its creditors or concludes any similar arrangements with them or makes an assignment for the Fund. This Agreement will automatically terminate, without payment benefit of any penalty, creditors; or
(2) in the event of its “assignment” (as defined the Bottler’s dissolution, nationalization or expropriation, or in the 1940 Actevent of the confiscation of the production or distribution assets of the Bottler.
(a) This Agreement may also be terminated by the Company or the Bottler without liability for damages if the other party fails to observe any one or more of the terms, covenants or conditions of this Agreement, and fails to remedy such default(s) within sixty (60) days after such party has been given written notice of such default(s).
(b) In addition to all other remedies to which the Company may be entitled hereunder, if at any time the Bottler fails to follow the instructions or to maintain the standards prescribed by the Company or required by applicable laws in the Territory for the preparation and packaging of the Syrup or the Beverage, the Company shall have the right to prohibit the production of the Syrup or the Beverage until the default has been corrected to the Company’s satisfaction, and the Company may demand the suspension of distribution and delivery of the Beverage and further demand the recall or withdrawal from the market or trade, at the Bottler’s expense, of the Beverage not in conformity with or not manufactured in conformity with such instructions, standards or requirements, and the Bottler shall promptly comply with such prohibition or demand. During the period of such prohibition of production, the Company shall be entitled to suspend deliveries of the Concentrate to the Bottler and to supply the Beverage or to arrange for others to supply the Beverage in the Territory. No prohibition or demand shall be deemed a waiver of the rights of the Company to terminate this Agreement pursuant to this Clause 25.
26. Upon the expiration or earlier termination of this Agreement:
(a) the Bottler shall not thereafter prepare, package, distribute or sell the Beverage or make any use of the Trade Marks, Approved Containers, closures, cases, cartons, labels, other packaging material or advertising, marketing or promotional material used or which are intended for use by the Bottler solely in connection with the preparation, packaging, distribution and sale of the Beverage;
(b) the Bottler shall forthwith eliminate all references to the Company, the Beverage and the Trade Marks from the premises, delivery vehicles, vending machines, coolers and other equipment of the Bottler and from all business stationery and all written, graphic, electromagnetic, digital or other advertising, marketing or promotional material used or maintained by the Bottler, and the Bottler shall not thereafter hold forth in any manner whatsoever that the Bottler has any connection with the Company, the Beverage or the Trade Marks;
(c) the Bottler shall forthwith deliver to the Company or a third party, in accordance with such instructions as the Company shall give, all of the Concentrate, Beverage in Approved Containers, usable Approved Containers bearing the Trade Marks or any of them, closures, cases, cartons, labels and other packaging materials bearing the Trade Marks and advertising material for the Beverage still in the Bottler’s possession or under its control, and the Company shall, upon delivery thereof pursuant to such instructions, pay to the Bottler a sum equal to the reasonable market value of such supplies or materials, provided that the Company will accept and pay for only such supplies or materials as are in first-class and usable condition; and provided further that all Approved Containers, closures, cases, cartons, labels and other packaging materials and advertising materials bearing the name of the Bottler and any such supplies and materials which are unfit for use according to the Company’s standards shall be destroyed by the Bottler without cost to the Company; and provided further that, if this Agreement is terminated in accordance with the provisions of Clauses 16, 22(b), 24(a), 25 or 27 or as a result of any of the contingencies provided in Clause 30 (including termination by operation of law), or if the Agreement is terminated by the Bottler for any reason other than in accordance with or as a result of the operation of Clauses 22(b) or 25, the Company shall have the option, but no obligation, to purchase from the Bottler the supplies and materials referred to above; and
(d) all rights and obligations hereunder, whether specifically set out or whether accrued or accruing by use, conduct or otherwise, shall expire, cease and end, excepting all provisions concerning the obligations of the Bottler as set forth in Clauses 11(a)(2) and (a)(3) and 12, 13, 14, 26, 31, 32, 33(a), 33(c) and 33(d), all of which shall continue in full force and effect, provided always that this provision shall not affect any rights the Company may have against the Bottler in respect of any claim for nonpayment of any debt or account owed by the Bottler to the Company or its Authorized Suppliers.
Appears in 1 contract
Sources: Bottler's Agreement (Coca-Cola Hellenic Bottling Co Sa)
Duration and Termination of Agreement. This Agreement shall become effective on the later of (i) its execution and (ii) the date hereof, provided that on or before that date it has been approved by a majority of the meeting holders of the shareholders outstanding voting securities of the Fund, at which and shall remain in force, unless sooner terminated as provided herein, until the first regular or special meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in Fund stockholders following the ▇▇▇▇ ▇▇▇) date shares of capital stock of the Fund are first offered to the public. This Agreement shall be presented to each Series of the Fund. The Agreement will 's stockholders at such meeting for their approval and shall continue in effect for a period more than two years from the date of its execution only so long as successive 12-month periods, unless terminated, provided that each such continuance is specifically approved at such meeting and at least annually either thereafter by the Trustees of the Fund or by (a) the vote of a majority of the outstanding voting securities entire board of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect directors of the Fund, whichever is less; provided furtheror, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fundeach Series, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” such Series (as defined in the 1940 Act, and (b) the vote of a majority of those directors who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) of any such party cast in person at a meeting call▇▇ ▇▇▇ the purpose of voting on such approval. In the event that this Agreement is approved by such vote of the outstanding voting securities of one or more Series but not of one or more others, this Agreement shall continue in effect with respect to the former Series and, with respect to the latter may continue in effect until such approval by the latter Series of this Agreement or of a new agreement with the Management Company or with another party is obtained, provided that compensation paid with respect to such Series pending such approval is no greater than the lesser of the Management Company's actual costs incurred hereunder or the amount due pursuant to Section 5 hereof. This Agreement may be terminated at any time without payment of any penalty, by the Fund upon the vote of a majority of the Fund's board of directors or, with respect to any Series, by a majority of the outstanding voting securities of such Series, or by the Management Company, .in each case on sixty (60) days' written notice to the other party. This Agreement shall automatically terminate in the event of its assignment (as such term is defined in the 1940 Act).
Appears in 1 contract
Sources: Investment Advisory Contract (Security Tax Exempt Fund)
Duration and Termination of Agreement. This With respect to any Fund, this Agreement shall become effective on the later of (i) its execution and (ii) upon the date of the meeting of the shareholders of the Fundsuch Fund is identified on Exhibit B, at which meeting and this Agreement is approved by the vote Trust's Board of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will Trustees if such approval is required, and shall continue in effect force for a period more than two years from one year, and shall thereafter continue automatically for successive annual periods unless earlier terminated and subject to any periodic approval required by the Trust's Board of Trustees. This Agreement is terminable as to any Fund by any party upon 60 days written notice thereof to the other parities or upon default hereof provided that such default shall not terminate this Agreement to the extent that the defaulting party has been notified of such default by the non-defaulting party and the defaulting party cures such default within 10 business days of notice of such default. After the date of its execution only termination as to a Fund, no fee will be due with respect to any shares of such Fund that are first placed or purchased in Company or Correspondent customer accounts after the date of such termination. However, notwithstanding any such termination, the Trust and TOGSC will remain obligated to pay Company the Asset Based Fee as to each share of such Fund that was considered in the calculation of such fee as of the date of such termination, for so long as such continuance share is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined held in the ▇▇▇▇ ▇▇▇) of Company or Correspondent account. This Agreement, or any provision hereof, shall survive termination to the extent necessary for each party to perform its obligations with respect to shares for which the Asset Based Fee continues to be due subsequent to such termination. Notwithstanding anything to the contrary contained in this Section VI, this Agreement cast will terminate automatically with respect to TOGSC in person at a meeting called the event that TOGSC ceases to serve as principal underwriter or distributor for the purpose Funds pursuant to a termination of voting on such approval. The required shareholder approval of its Distribution Agreement with the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the AgreementFund; or, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending Trust in the required approval event that the Fund's plan of distribution, adopted pursuant to Rule 12b-1 under the 1940 Act, or any other plan for the financing of shareholder servicing activities (the "Plan") which finances such payment obligation is terminated for whatever reason by the Trust's Board of Directors. In that connection the Trust's and TOGSC's payment obligations with respect to fees will cease as of the effective date of (1) the termination of TOGSC's Distribution Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or (ii) the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement plan, as the case may be. This paragraph does not relieve the Trust or TOGSC of the obligation for payment of past fees due under this Agreement. In die event such payment obligation shall cease in accordance with clause (i) above, Company may seek, to receive such payments from any successor distributor that is appointed by the Funds. In the event such payment obligation shall cease in accordance with clause (ii) above, the Trust and Company agree to negotiate in good faith with respect to whether and to what extent the Fund and, Trust will continue to make such payments either from a related party's resources or in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, reliance upon financing that is provided by the Trustees of the Fund, by the vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignment” (as defined in the 1940 Act)successor plan.
Appears in 1 contract
Sources: Agency Agreement (One Group)
Duration and Termination of Agreement. This Agreement shall become effective With respect to each Series identified as a Portfolio on the later of (i) its execution and (ii) Schedule A hereto on the date of the meeting of the shareholders of the Fundthis Agreement, at which meeting unless earlier terminated with respect to any Portfolio, this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will shall continue in full force and effect through November 30, 2017. Thereafter, unless earlier terminated with respect to a Portfolio, the Agreement shall continue in full force and effect with respect to each such Portfolio for a period more than two years from the date periods of its execution only so long as one year, provided that such continuance is specifically approved at least annually either by (i) the Trustees vote of a majority of the Fund Board of Directors of the Company, or by (ii) the vote of a majority of the outstanding voting securities shares of the Fund Portfolio (as defined in the 1940 Act), and provided that in either event such continuance shall is also be approved by the vote of a majority of the Trustees Board of Directors of the Fund Company who are not parties to this Agreement or “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement the Company or the Adviser, cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval With respect to any Portfolio that is added to Schedule A hereto as a Portfolio after the date of this Agreement, the Agreement shall become effective on the later of (i) the date Schedule A is amended to reflect the addition of such Portfolio as a Portfolio under the Agreement or (ii) the date upon which the shares of the Portfolio are first sold to the public, subject to the condition that the Company’s Board of Directors, including a majority of those Directors who are not interested persons (as such term is defined in the ▇▇▇▇ ▇▇▇) of the Adviser, and the shareholders of such Portfolio, shall have approved this Agreement. Unless terminated earlier as provided herein with respect to any continuance of such Portfolio, the Agreement shall be effective if continue in full force and effect for a period of two years from the date of its effectiveness (as identified above) with respect to that Portfolio. Thereafter, unless earlier terminated with respect to a Portfolio, the Agreement shall continue in full force and effect with respect to each such Portfolio for periods of one year, provided that such continuance is specifically approved at least annually by (i) the vote of a majority of the Board of Directors of the Company, or (ii) vote of a majority of the outstanding voting securities shares of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under such Portfolio (as defined in the 1940 Act for the continued effectiveness of the AgreementAct), the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its and provided that such continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the Fund, also approved by the vote of a majority of the outstanding voting securities Board of Directors of the Fund, on sixty days’ written notice Company who are not parties to the Adviser, this Agreement or by the Adviser on sixty days’ written notice to the Fund. This Agreement will automatically terminate, without payment of any penalty, in the event of its “assignmentinterested persons” (as defined in the 1940 Act)▇▇▇▇ ▇▇▇) of the Company or the Adviser, cast in person at a meeting called for the purpose of voting on such approval.
Appears in 1 contract
Duration and Termination of Agreement. (a) This Agreement shall become effective expire, without notice, on [Click Here] unless it has been earlier terminated as provided herein. It is recognized and agreed among the later parties hereto that the Bottler shall have no right to claim a tacit renewal of this Agreement.
(ib) If the Bottler has fully complied with all the terms, covenants, conditions and stipulations of this Agreement throughout its execution term, and the Bottler is capable of the continued promotion, development and exploitation of the full potential of the business of the preparation, packaging, distribution and sale of the Beverage, the Bottler may request an extension of this Agreement for an additional term of [Click Here] ( ) years. The Bottler may request such extension by giving written notice to the Company at least six (ii6) months but not more than twelve (12) months prior to the expiration date of this Agreement. The request by the meeting Bottler for such extension shall be supported by such documentation as the Company may request, including documentation relating to the Bottler’s compliance with the performance obligations under this Agreement and supporting the continued capability of the shareholders Bottler to develop, stimulate and satisfy fully the demand for the Beverage within the Territory. If the Bottler has, in the sole discretion of the FundCompany, at which meeting satisfied the conditions for the extension of this Agreement, then the Company may, by written notice, agree to extend this Agreement is approved by for such additional term or such lesser period as the vote of a “majority of Company may determine.
(c) At the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) expiration of any party to such additional term, this Agreement cast in person at shall expire finally without further notice, and the Bottler shall have no right to claim a meeting called for the purpose tacit renewal of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if a majority of the outstanding voting securities of the Fund votes to approve the Agreement or its continuance. Following the effectiveness of the this Agreement, if the Agreement terminates because the shareholders of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. .
(a) This Agreement may be terminated at any timeby the Company or the Bottler forthwith and without liability for damages by written notice given by the party entitled to terminate to the other party:
(1) if the Company, without the Authorized Suppliers or the Bottler cannot legally obtain foreign exchange to remit abroad in payment of imports of the Concentrate or the ingredients or materials necessary for the manufacture of the Concentrate, the Syrup or the Beverage; or
(2) if any penaltypart of this Agreement ceases to be in conformity with the laws or regulations applicable in the Territory and, as a result thereof, or as a result of any other laws affecting this Agreement, any one of the material stipulations herein cannot be legally performed or the Syrup cannot be prepared, or the Beverage cannot be prepared or sold in accordance with the instructions issued by the Trustees Company pursuant to Clause 18 above, or if the Concentrate cannot be manufactured or sold in accordance with the Company’s formula or the standards prescribed by it.
(b) This Agreement may be terminated forthwith by the Company without liability for damages:
(1) if the Bottler becomes insolvent, or if a petition in bankruptcy is filed against or on behalf of the FundBottler which is not stayed or dismissed within one hundred and twenty (120) days, by or if the vote of Bottler passes a majority resolution for winding up, or if a winding up or judicial management order is made against the Bottler, or if a receiver is appointed to manage the business of the outstanding voting securities of the Fund, on sixty days’ written notice to the AdviserBottler, or by if the Adviser on sixty days’ written notice to Bottler enters into any judicial or voluntary scheme of composition with its creditors or concludes any similar arrangements with them or makes an assignment for the Fund. This Agreement will automatically terminate, without payment benefit of any penalty, creditors; or
(2) in the event of its “assignment” (as defined the Bottler’s dissolution, nationalization or expropriation, or in the 1940 Actevent of the confiscation of the production or distribution assets of the Bottler.
(a) This Agreement may also be terminated by the Company or the Bottler without liability for damages if the other party fails to observe any one or more of the terms, covenants or conditions of this Agreement, and fails to remedy such default(s) within sixty (60) days after such party has been given written notice of such default(s).
(b) In addition to all other remedies to which the Company may be entitled hereunder, if at any time the Bottler fails to follow the instructions or to maintain the standards prescribed by the Company or required by applicable laws in the Territory for the preparation and packaging of the Syrup or the Beverage, the Company shall have the right to prohibit the production of the Syrup or the Beverage until the default has been corrected to the Company’s satisfaction, and the Company may demand the suspension of distribution and delivery of the Beverage and further demand the recall or withdrawal from the market or trade, at the Bottler’s expense, of the Beverage not in conformity with or not manufactured in conformity with such instructions, standards or requirements, and the Bottler shall promptly comply with such prohibition or demand. During the period of such prohibition of production, the Company shall be entitled to suspend deliveries of the Concentrate to the Bottler and to supply the Beverage or to arrange for others to supply the Beverage in the Territory. No prohibition or demand shall be deemed a waiver of the rights of the Company to terminate this Agreement pursuant to this Clause 26.
27. Upon the expiration or earlier termination of this Agreement:
(a) the Bottler shall not thereafter prepare, package, distribute, or sell the Beverage or make any use of the Trade Marks, Approved Containers, closures, cases, cartons, labels, other packaging material or advertising, marketing or promotional material used or which are intended for use by the Bottler solely in connection with the preparation, packaging, distribution and sale of the Beverage;
(b) the Bottler shall forthwith eliminate all references to the Company, the Beverage and the Trade Marks from the premises, delivery vehicles, vending machines, coolers and other equipment of the Bottler and from all business stationery and all written, graphic, electromagnetic, digital or other advertising, marketing or promotional material used or maintained by the Bottler, and the Bottler shall not thereafter hold forth in any manner whatsoever that the Bottler has any connection with the Company, the Beverage or the Trade Marks;
(c) the Bottler shall forthwith deliver to the Company or a third party, in accordance with such instructions as the Company shall give, all of the Concentrate, Beverage in Approved Containers, usable Approved Containers bearing the Trade Marks or any of them, closures, cases, cartons, labels and other packaging materials bearing the Trade Marks and advertising material for the Beverage still in the Bottler’s possession or under its control, and the Company shall, upon delivery thereof pursuant to such instructions, pay to the Bottler a sum equal to the reasonable market value of such supplies or materials, provided that the Company will accept and pay for only such supplies or materials as are in first-class and usable condition; and provided further that all Approved Containers, closures, cases, cartons, labels and other packaging materials and advertising materials bearing the name of the Bottler and any such supplies and materials which are unfit for use according to the Company’s standards shall be destroyed by the Bottler without cost to the Company; and provided further that, if this Agreement is terminated in accordance with the provisions of Clauses 16, 23(b), 25(a), 26 or 28 or as a result of any of the contingencies provided in Clause 31 (including termination by operation of law), or if the Agreement is terminated by the Bottler for any reason other than in accordance with or as a result of the operation of Clauses 23(b) or 26, the Company shall have the option, but no obligation, to purchase from the Bottler the supplies and materials referred to above; and
(d) all rights and obligations hereunder, whether specifically set out or whether accrued or accruing by use, conduct or otherwise, shall expire, cease and end, excepting all provisions concerning the obligations of the Bottler as set forth in Clauses 11(b)(2) and (b)(3) and 12, 13, 14, 15(f), 17(a), 27, 32, 33, 34(a), 34(c) and 34(d), all of which shall continue in full force and effect, provided always that this provision shall not affect any rights the Company may have against the Bottler in respect of any claim for nonpayment of any debt or account owed by the Bottler to the Company or its Authorized Suppliers.
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Sources: Bottler's Agreement (Coca-Cola Hellenic Bottling Co Sa)
Duration and Termination of Agreement. This Agreement shall become effective on the later of of; (i) its execution and (ii) the date of the meeting of the shareholders of the FundTrust, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of the FundTrust. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund Trust or by the vote of a majority of the outstanding voting securities of the Fund Trust provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund Trust who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇1940 Act) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to the Trust if a majority of the outstanding voting securities of the Fund Trust votes to approve the Agreement or its continuance. Following the effectiveness of the Agreement, if the Agreement terminates because If the shareholders of the Fund Trust fail to provide approve the Agreement or any requisite approval under the 1940 Act for the continued effectiveness continuance of the Agreement, the Adviser will continue to act as investment adviser with respect to the Fund Trust pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund Trust during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund Trust or the amount it would have received under the Agreement in respect of the FundAgreement, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the Agreement shall continue with respect to the Fund as previously in force and effect. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of the FundTrust, by the vote of a majority of the outstanding voting securities of the FundTrust , on sixty days’ written notice to the Adviser, or by the Adviser on sixty days’ written notice to the FundTrust. This Agreement will automatically terminate, without payment of any penalty, in the event of if its “assignment” (as defined in the 1940 Act).
Appears in 1 contract
Duration and Termination of Agreement. (a) This Agreement shall become effective on the later of (i) its execution and (ii) the date of the meeting of the shareholders of the Fund, at which meeting this Agreement is approved by the vote of a “majority of the outstanding voting securities” (as defined in the ▇▇▇▇ ▇▇▇) of the Fund. The Agreement will continue in effect for a period more than two years from the date of its execution only so long as such continuance is specifically approved at least annually either by the Trustees of the Fund or by the vote of a majority of the outstanding voting securities of the Fund provided that in either event such continuance shall also be approved by the vote of a majority of the Trustees of the Fund who are not “interested persons” (as defined in the ▇▇▇▇ ▇▇▇) of any party to this Agreement cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective if from July 26, 1996 and shall expire, without notice, on July 26, 2006 unless it has been earlier terminated as provided herein. It is recognized and agreed among the parties hereto that the Bottler shall have no right to claim a majority tacit renewal of this Agreement.
(b) If the Bottler has fully complied with all the terms, covenants, conditions and stipulations of this Agreement throughout its term and the Bottler is capable of the outstanding voting securities continued promotion, development and exploitation of the Fund votes to approve the Agreement or its continuance. Following the effectiveness full potential of the business in the preparation, packaging, distribution and sale of each of the Beverages, the Bottler may request an extension of this Agreement for an additional term of ten (10) years. The Bottler may request such extension by giving written notice to the Company at least six (6) months but not more than twelve (12) months prior to the expiration date of this Agreement. The request by the Bottler for such extension shall be supported by such documentation as the Company may request including documentation relating to the Bottler's compliance with the performance obligations under this Agreement and including documentation supporting the continued capability of the Bottler to develop, stimulate and satisfy fully the demand for each of the Beverages within the Territory. If the Bottler has, in the sole discretion of the Company, satisfied the conditions for the extension of this Agreement, if then the Company may, by written notice, agree to extend this Agreement terminates because for such additional term.
(c) At the shareholders expiration of the Fund fail to provide any requisite approval under the 1940 Act for the continued effectiveness of the Agreementsuch additional term, the Adviser will continue to act as investment adviser with respect to the Fund pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different adviser or other definitive action; provided, that the compensation received by the Adviser in respect of the Fund during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to the Fund or the amount it would have received under the Agreement in respect of the Fund, whichever is less; provided further, for the elimination of doubt, the failure of shareholders of the Fund to approve a proposed amendment to the Agreement is not a termination of the Agreement with respect to the Fund and, in such event, the this Agreement shall continue with respect expire finally without further notice, and the Bottler shall have no right to the Fund as previously in force and effect. claim a tacit renewal of this Agreement.
(a) This Agreement may be terminated at any timeby the Company or the Bottler forthwith and without liability for damages by written notice given by the party entitled to terminate to the other party:
(1) if the Company, without the Authorized Suppliers or the Bottler cannot legally obtain foreign exchange to remit abroad in payment of imports of the Beverage Bases or the ingredients or materials necessary for the manufacture of the Beverage Bases, the Syrups or the Beverages; or
(2) if any penaltypart of this Agreement ceases to be in conformity with the laws or regulations applicable in the country in which the Territory is located and, as a result thereof, or as a result of any other laws affecting this Agreement, any one of the material stipulations herein cannot be legally performed or the Syrups cannot be prepared, or the Beverages cannot be prepared or sold in accordance with the instructions issued by the Trustees Company pursuant to Clause 19 above, or if any of the Fund, Beverage Bases cannot be manufactured or sold in accordance with the Company's formulae or with the standards prescribed by it.
(b) This Agreement may be terminated forthwith by the vote of Company without liability for damages:
(1) if the Bottler becomes insolvent, or if a majority petition in bankruptcy is filed against or on behalf of the outstanding voting securities Bottler which is not stayed or dismissed within one hundred and twenty (120) days, or if the Bottler passes a resolution for winding up, or if a winding up or judicial management order is made against the Bottler, or if a receiver is appointed to manage the business of the Fund, on sixty days’ written notice to the AdviserBottler, or by if the Adviser on sixty days’ written notice to Bottler enters into any judicial or voluntary scheme of composition with its creditors or concludes any similar arrangements with them or makes an assignment for the Fund. This Agreement will automatically terminate, without payment benefit of any penalty, creditors; or
(2) in the event of its “assignment” (as defined the Bottler's dissolution, nationalization or expropriation, or in the 1940 Actevent of the confiscation of the production or distribution assets of the Bottler.
(a) This Agreement may also be terminated by the Company or the Bottler if the other party fails to observe any one or more of the terms, covenants, or conditions of this Agreement, and fails to remedy such default(s) within sixty (60) days after such party has been given written notice of such default(s).
(b) In addition to all other remedies to which the Company may be entitled hereunder, if at any time the Bottler fails to follow the instructions or to maintain the standards prescribed by the Company or required by applicable laws in the Territory for the preparation of the Syrups or the Beverages, the Company shall have the right to prohibit the production of the Syrups or the Beverages until the default has been corrected to the Company's satisfaction, and the Company may demand the withdrawal from the trade, at the Bottler's expense, of any Beverages not in conformity with or not manufactured in conformity with such instructions, standards or requirements, and the Bottler shall promptly comply with such prohibition or demand. During the period of such prohibition of production, the Company shall be entitled to suspend deliveries of the Beverage Bases to the Bottler and shall also be entitled to supply, or to cause or permit others to supply, the Beverages in Authorized Containers in the Territory. No prohibition or demand shall be deemed a waiver of the rights of the Company to terminate this Agreement pursuant to this Clause.
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