AUTHORIZATION AND ISSUANCE OF SHARES. 1. The Customer shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Charter giving effect to such increase, decrease or change;
(b) An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor); and
(c) In the case of an increase, if the appointment of the Bank was theretofore expressly limited, a certified copy of a resolution of the Board of Directors of the Customer increasing the authority of the Bank.
2. Prior to the issuance of any additional Shares pursuant to stock dividends, stock splits or otherwise, and prior to any reduction in the number of Shares outstanding, the Customer shall deliver the following documents to the Bank:
(a) A certified copy of the resolutions adopted by the Board of Directors and/or the shareholders of the Customer authorizing such issuance of additional Shares of the Customer or such reduction, as the case may be;
(b) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares, as the case may be, and an opinion of counsel for the Customer that no other order or consent is required; and
(c) An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the Shares, the obtaining of all necessary governmental consents, whether such Shares are fully paid and non-assessable and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective, or, if exempt, the specific grounds therefor).
AUTHORIZATION AND ISSUANCE OF SHARES. 1. The Fund shall deliver to the Transfer Agent the following documents on or before the effective date of any increase or decrease in the total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Articles of Incorporation giving effect to such increase or decrease;
(b) In the case of an increase, an opinion of counsel for the Fund with respect to the validity of the Shares of the Fund and the status of such Shares under the Securities Act of 1933, as amended, and any other appropriate federal law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor); and
(c) In the case of an increase, if the appointment of the Transfer Agent was theretofore expressly limited, if the appointment of the Transfer Agent was theretofore expressly limited, a certified copy of a resolution of the Board of Directors of the Fund increasing the authority of the Transfer Agent.
2. Prior to the issuance of any additional Shares of the Fund pursuant to stock dividends or stock splits, etc., and prior to any reduction in the number of shares outstanding, the Fund shall deliver the following documents to the Transfer Agent:
(a) A certified copy of the resolution(s) adopted by the Board of Directors and/or the shareholders of the Fund authorizing such issuance of additional Shares of the Fund or such reduction, as the case may be, and
(b) An opinion of counsel for the Fund with respect to the validity of the Shares of the Fund and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective, or, if exempt, the specific grounds therefor).
AUTHORIZATION AND ISSUANCE OF SHARES. 1. The Customer shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued:
(a) A certified copy of the resolutions of the Board of Trustees of the Customer giving effect to such increase, decrease or change;
(b) An executed copy of the opinion of counsel for the Customer, delivered to Customer’s underwriter with respect to the offering of Shares, it being agreed that the opinion need not be addressed to the Bank nor subject to any reliance letter addressed to the Bank; and
(c) In the case of an increase, if the appointment of the Bank was theretofore expressly limited, a certified copy of a resolution of the Board of Trustees of the Customer increasing the authority of the Bank.
2. Prior to the issuance of any additional Shares pursuant to dividends, stock splits or otherwise, and prior to any reduction in the number of Shares outstanding, the Customer shall deliver the following documents to the Bank:
(a) A certified copy of the resolutions adopted by the Board of Trustees and/or the shareholders of the Customer authorizing such issuance of additional Shares of the Customer or such reduction, as the case may be; and
(b) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares, as the case may be.
AUTHORIZATION AND ISSUANCE OF SHARES. 3.1. The Transfer Agent shall maintain records of accounts evidencing ownership of Shares as provided in this Agreement and in the Fund's Prospectus and, subject to the terms and conditions of this Agreement, when requested shall countersign, record, issue, and deliver certificates for Shares both upon original issue and transfer. Evidence of the ownership of Shares shall be maintained on the Transfer Agent's records in book (uncertificated) form, or, if requested by an Approved Institution (or the Distributor or its agent acting on behalf of such Approved Institution) or shareholder, share certificates shall be issued, subject to the provisions of Article 5 hereof, to evidence the ownership of Shares.
3.2. Prior to the issuance of any Shares pursuant to Share splits and prior to any reduction in the number of Shares outstanding, the Fund shall deliver the following documents to the Transfer Agent:
(a) A copy of the resolution(s) adopted by the Board of Trustees of the Fund and/or the shareholders of the relevant Fund, certified by the Secretary of the Fund, authorizing such issuance of additional Shares of such Fund or such reduction, as the case may be;
(b) In the case of the issuance of Shares, an opinion of counsel for the Fund with respect to matters set forth in Section 2.3(g) hereof as to such shares; and
(c) Such additional documents as the Transfer Agent may reasonably request.
AUTHORIZATION AND ISSUANCE OF SHARES. 1. The Customer shall deliver to the Bank a certified copy of the amendment to the Charter giving effect to such increase, decrease or change, on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued.
(a) A certified copy of the amendment to the Charter giving effect to such increase, decrease or change;
(b) An opinion of counsel for the Customer with respect to the validity of the Shares and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulations (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor); and
(c) In the case of an increase, if the appointment of the Bank was theretofore expressly limited, a certified copy of a resolution of the Board of Directors of the Customer increasing the authority of the Bank.
2. Prior to the issuance of any additional Shares pursuant to stock dividends, stock splits or otherwise, and prior to any reduction in the number of Shares outstanding, the Customer shall deliver the following documents to the Bank:
(a) A certified copy of the resolutions adopted by the Board of Directors and/or the shareholders of the Customer authorizing such issuance of additional Shares of the Customer or such reduction, as the case may be;
(b) A certified copy of the order or consent, if applicable, of each governmental or regulatory authority required by law as a prerequisite to the issuance or reduction of such Shares; and
(c) An opinion of counsel for the Customer with respect to the validity of the Shares and the status of such the Shares under the Securities Act of 1933, as amended, and any other applicable law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective, or, if exempt, the specific grounds therefor).
AUTHORIZATION AND ISSUANCE OF SHARES. 1. If requested by the Transfer Agent, the Fund shall deliver to the Transfer Agent the following documents on or before the effective date of any increase or decrease in the total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Articles of Incorporation giving effect to such increase or decrease; (
AUTHORIZATION AND ISSUANCE OF SHARES. 1. Unless the Trust has authorized an unlimited number of Shares, the Trust shall deliver to the Transfer Agent the following documents on or before the effective date of any increase or decrease in the total number of Shares authorized to be issued:
(a) A certified copy of any amendment to the Declaration giving effect to such increase or decrease;
(b) In the case of an increase, an opinion of counsel for the Trust with respect to the validity of the Shares of the Trust and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor); and
(c) In the case of an increase, if the appointment of the Transfer Agent was theretofore expressly limited, a certified copy of a resolution of the Board of Trustees of the Trust increasing the authority of the Transfer Agent.
2. Unless the Trust has authorized an unlimited number of Shares, prior to the issuance of any additional Shares of the Trust pursuant to share dividends or share splits, etc., and prior to any reduction in the number of shares outstanding, the Trust shall deliver the following documents to the Transfer Agent:
(a) A certified copy of the resolution(s) adopted by the Board of Trustees and/or the shareholders of the Trust authorizing such issuance of additional Shares of the Trust or such reduction, as the case may be, and
(b) An opinion of counsel for the Trust with respect to the validity of the Shares of the Trust and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective, or, if exempt, the specific grounds therefor).
AUTHORIZATION AND ISSUANCE OF SHARES. The Customer shall deliver to the Bank the following documents on or before the effective date of any increase, decrease or other change in the total number of Shares authorized to be issued:
AUTHORIZATION AND ISSUANCE OF SHARES. 1. The Company shall deliver to the Transfer Agent the following documents on or before the effective date of any increase or decrease in the total number of Shares authorized to be issued:
(a) A certified copy of the amendment to the Declaration of Trust giving effect to such increase or decrease;
(b) In the case of an increase, an opinion of counsel for the Company with respect to the validity of the Shares of the Company and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor); and
(c) In the case of an increase, if the appointment of the Transfer Agent is expressly limited to the previously authorized number of Shares, a certified copy of a resolution of the Board of Trustees of the Company increasing the authority of the Transfer Agent.
2. Prior to the issuance of any additional Shares of the Company pursuant to actions such as share dividends or share splits, and prior to any reduction in the number of Shares outstanding, the Company shall deliver the following documents to the Transfer Agent:
(a) A certified copy of the resolution(s) adopted by the Board of Trustees and/or the shareholders of the Company authorizing such issuance of additional Shares of the Company or such reduction, as the case may be; and
(b) An opinion of counsel for the Company with respect to the validity of the Shares of the Company and the status of such Shares under the Securities Act of 1933, as amended, and any other applicable federal law or regulation (i.e., if subject to registration, that they have been registered and that the Registration Statement has become effective, or, if exempt, the specific grounds therefor).
AUTHORIZATION AND ISSUANCE OF SHARES. The authorization, reservation, issuance, sale and delivery of the Stock Merger Consideration have been duly authorized by all requisite corporate action on the part of AAI, and when issued, sold and delivered in accordance with this Agreement, such Stock Merger Consideration will be validly issued and outstanding, fully paid and nonassessable with no personal liability attaching to the ownership thereof, free of all Encumbrances. Moreover, AAI has reserved a sufficient number of shares of AAI Common Stock for issuance under this Agreement.
