definiens: within the meaning of Section 2(a)(51 ) of the Investment Company Act of 1940, as amended, including therules and regulations thereunder or ( y ) such transaction does not otherwise cause the Purchaser to become subject to the registration requirementsof the Investment Company Act and prior to effecting such transaction the Seller provides an opinion of counsel addressed to the SubsequentPurchaser and in a form satisfactory to the Subsequent Purchaser to that effect ; provided, further, that, the Purchaser may, without the consent ofthe Seller, assign any of its rights and delegate any of its obligations under this PSA in connection with its entering into the SPSA . The Purchasershall give written notice to the Seller of any assignment permitted by this Section 9.4 promptly ( but in any event within five ( 5 ) Business Days ) afterthe occurrence thereof . Any purported assignment of rights or delegation of obligations in violation of this Section 9.4 will be void . Subject to theforegoing, this PSA will apply to, be binding upon, and inure to the benefit of, the successors and permitted assigns of the Parties