Assignment Requirements definition
Assignment Requirements means, with respect to any Advisory Contract, the consents and approvals required under applicable Law to effect, as applicable, (i) the assignment or continuation of such Advisory Contract in connection with the transactions contemplated by this Agreement, and/or (ii) a change of control of the adviser, sub-adviser, investment manager, trustee or similar such party in connection with the transactions contemplated by this Agreement, and, with respect to any Insurance Arrangement, any similar regulatory or contractual requirement.
Assignment Requirements means, with respect to any Existing Advisory Contract, the necessary consents and approvals under applicable Law and under such Existing Advisory Contract to effect (A) the assignment or continuation of such Existing Advisory Contract or the replacement of such Existing Advisory Contract with a New Advisory Contract (and shall not include an “interim contract” pursuant to Rule 15a-4 under the Investment Company Act), in connection with the transactions contemplated by this Agreement or (B) a change of control of the advisor, subadvisor, investment manager, trustee or similar such party in connection with the transactions contemplated by this Agreement.
Assignment Requirements means delivery of evidence acceptable to Lender that (i) the assignee has an investment rating of BBB or better from S&P (or an equivalent rating or shadow rating from another nationally recognized statistical rating organization), or (ii) the assignee, at the time of the proposed assignment (a) meets or exceeds a corporate EBITDAR Ratio of 1.60:1.00, (b) has a corporate GAAP net worth at least equal to $50,000,000.00 and (c) has annual aggregate corporate revenues of at least $600,000,000.00 or (iii) the assignee has a corporate GAAP net worth at least equal to $250,000,000.00; provided however, that the foregoing conditions may be satisfied by a Person that guarantees the lease obligations of the proposed assignee.
Examples of Assignment Requirements in a sentence
Except to the extent it relates to Buyer and its Affiliates or includes information provided by Buyer or its Affiliates (to which extent no representation is made), the proxy solicitation materials to be distributed to the shareholders of each Fund prior to the Closing in connection with the Assignment Requirements, if any, will contain all information necessary in order to make the disclosure of information therein satisfy the requirements of applicable Laws in all material respects.
In the event that any such Assignment Requirements are not satisfied on or prior to the Closing Date, following the Closing Date, Buyer and Seller shall use (and shall cause their respective Affiliates to use) their respective reasonable best efforts to satisfy such Assignment Requirements as soon as practicable and in any event within 180 days after the Closing Date.
In addition, neither Party shall take any action after the date hereof that could reasonably be expected to delay the satisfaction of, or result in not satisfying, (1) the conditions set forth in ARTICLE V or (2) the applicable Assignment Requirements with respect to any Assigned Contract.
Buyer agrees to use and to cause each of its Subsidiaries to use its reasonable best efforts to cooperate with Seller and its Affiliates in their efforts so to satisfy the Assignment Requirements with respect to each Existing Advisory Contract (and to obtain the “interim” new advisory contracts described in Section 7.05(b)(i)(B)).
The Buyer shall use commercially reasonable efforts to cooperate with the Seller in its efforts to satisfy the Assignment Requirements with respect to each such contract.
More Definitions of Assignment Requirements
Assignment Requirements means, with respect to any Existing Advisory Contract, the necessary consents and approvals under applicable Law and under such Existing Advisory Contract (which consents and approvals may be obtained by negative consent to the extent contemplated by Section 7.05) to effect (A) the assignment or continuation of such Existing Advisory Contract (or if required by applicable Law, the replacement of such Existing Advisory Contract with a New Advisory Contract) (and shall not include an “interim contract” pursuant to Rule 15a-4 under the Investment Company Act), in connection with the transactions contemplated by this Agreement (whether via assignment, merger or otherwise), (B) a change of control of the adviser, sub-adviser, investment manager, trustee or similar such party in connection with the transactions contemplated by this Agreement, (C) a Fund Merger or (D) a Closed-End Fund Assignment Arrangement or a Client Assignment Arrangement, in each case as contemplated by Section 7.05.
Assignment Requirements means, with respect to and Sponsor Contract, Manager Contract or other Assigned Contract, the necessary consents under applicable law or under such contract to effect the assignment and delegation or continuation of such contract in connection with the transactions contemplated by this Agreement.
Assignment Requirements means, with respect to any Fund or Client and related Advisory Contract, the consents and approvals set out in Annex 2 (Assignment Requirements) and any other consents and approvals required under applicable Law or any Contract, if any, (i) to effect the assignment or continuation of such Advisory Contract in connection with the Transactions, (ii) to effect a change of control of the advisor, sub-advisor, investment manager, trustee or similar such party in connection with the Transactions, or (iii) to transfer or assign (including by change of control) any license used by a Target Company with respect to such Fund or Client;
Assignment Requirements means, with respect to any Advisory Contract, the consents and approvals set out in Part 1 (Assignment Requirements) of Annex 2 (Assignment Requirements, Consent Process and Transfer Restrictions) and any other consents and approvals required under applicable Law or any Contract to effect (i) the assignment or continuation of such Advisory Contract or the replacement of such Advisory Contract with a New Advisory Contract in connection with the Transactions, or (ii) a “change of control” of the advisor, sub-advisor, investment manager, trustee or similar such party in connection with the Transactions;
Assignment Requirements means, with respect to any Advisory Contract, the consents and approvals set out in Part 1 (Assignment Requirements) of Annex 2 (Assignment Requirements, Consent Process and Transfer Restrictions) and any other consents and approvals required under applicable Law or any Contract to effect (i) the assignment or continuation of
Assignment Requirements means, with respect to any Existing ETF Contract, the necessary consents and approvals (if any) under applicable Law and under such Existing ETF Contract to (i) in the case of a 40 Act ETF Fund, effect a Fund Merger or (ii) in the case of a CurrencyShares Fund, allow a CurrencyShares Sponsor Continuation to occur, in each case as contemplated by Section 7.05, and, with respect to any Existing ETF Contract for an ETF Fund that licenses the right to use an index from a third party licensor where the assignment of such license requires the consent of such licensor, the consent of such licensor to the assignment of the applicable index license agreement to a Transferred Entity, Buyer or its applicable Subsidiary, effective not later than the consummation of the Closing, or entry into a reasonably satisfactory replacement agreement with Buyer or its applicable Subsidiary, in each case on substantially the same economic terms in effect on the date hereof or, in the case of any ETF Fund launched after the Base Date, as of immediately prior to the Closing Date.
Assignment Requirements means, with respect to any Fund or Client and related Advisory Contract, the consents and approvals set out inAnnex 2 as amended and restated (Assignment Requirements) and any other consents and approvals required under applicable Law or any Contract, if any, (i) to effect the assignment or continuation of such Advisory Contract in connection with the Transactions, (ii) to effect a change of control of the advisor, sub-advisor, investment manager, trustee or similar such party in connection with the Transactions, or (iii) to transfer or assign (including by change of control) any license used by a Target Company with respect to such Fund or Client;”