CERTIFICATION OF BENEFICIAL Sample Clauses

CERTIFICATION OF BENEFICIAL. OWNER(S) Persons transacting business on behalf of a legal entity must provide the following information: a. Name and Title of Natural Person: __________________________________________________________________ b. Name and Address of Legal Entity: __________________________________________________________________ c. The following information for each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity listed above: Name Date of Birth Address (Residential or Business Street Address) For U.S. Persons: Social Security Number For Foreign Persons: Passport Number and Country of Issuance, or other similar identification number d. The following information for one individual with significant responsibility for managing the legal entity listed above, such as: · An executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer); or · Any other individual who regularly performs similar functions. (If appropriate, an individual listed under section (c) above may also be listed in this section (d)). Name Date of Birth Address (Residential or Business Street Address) For U.S. Persons: Social Security Number For Foreign Persons: Passport Number and Country of Issuance, or other similar identification number I, (name of natural person), hereby certify, to the best of my knowledge, that the information provided above is complete and correct. Signature: _____________________________ Date: _________________________________
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CERTIFICATION OF BENEFICIAL. OWNER(S) Persons transacting business on behalf of a legal entity must provide the following information: a. Name and Title of Natural Person: __________________________________________________________________ b. Name and Address of Legal Entity: __________________________________________________________________ c. The following information for each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity listed above: d. The following information for one individual with significant responsibility for managing the legal entity listed above, such as: I, (name of natural person), hereby certify, to the best of my knowledge, that the information provided above is complete and correct. Signature: _____________________________ Date: _________________________________
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CERTIFICATION OF BENEFICIAL. OWNER(S) Persons opening an account on behalf of a legal entity must provide the following information: a. Name and Title of Natural Person Opening Account b. Name of Account
Sample 1
CERTIFICATION OF BENEFICIAL. OWNER(S) Persons transacting business on behalf of a legal entity must provide the following information: a. Name and Title of Natural Person: __________________________________________________________________ b. Name and Address of Legal Entity: __________________________________________________________________ c. The following information for each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity listed above: d. The following information for one individual with significant responsibility for managing the legal entity listed above, such as: · An executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, President, Vice President, Treasurer); or · Any other individual who regularly performs similar functions. (If appropriate, an individual listed under section (c) above may also be listed in this section (d)). I, _________________________________ (name of natural person), hereby certify, to the best of my knowledge, that the information provided above is complete and correct. Signature: _____________________________ Date: _________________________________
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CERTIFICATION OF BENEFICIAL. OWNER(S) Name of Natural Person Opening Account:
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CERTIFICATION OF BENEFICIAL. OWNER(S) Persons opening an account on behalf of a legal entity must provide the following information: a. Name and Title of Natural Person Opening Account: b. Name, Type (select below), and Address of Legal Entity for Which the Account is Being Opened: ☐ Corporation ☐ Limited Liability Company ☐ Limited Partnership ☐ General Partnership ☐ Business Trust ☐ Other entity created by filing with a state office c. The following information for each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity listed above: Name Date of Birth Address (Residential or Business Street Address) For U.S. Persons: Social Security Number For Non-U.S. Persons: Social Security Number, Passport Number and Country of Issuance, or other similar identification number d. The following information for one individual with significant responsibility for managing the legal entity listed above, such as: ● An executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, Vice President, Treasurer); or ● Any other individual who regularly performs similar functions. Name Date of Birth Address (Residential or Business Street Address) For U.S. Persons: Social Security Number For Non-U.S. Persons: Social Security Number, Passport Number and Country of Issuance, or other similar identification number I, (name of natural person opening account), hereby certify, to the best of my knowledge, that the information provided above is complete and correct.
Sample 1
CERTIFICATION OF BENEFICIAL. OWNER(S) Persons opening an account on behalf of a legal entity must provide the following information: a. Name and Title of Natural Person Opening Account: b. Name, Type (select below), and Address of Legal Entity for Which the Account is Being Opened: [ ] Corporation [ ] Limited Liability Company [ ] Limited Partnership [ ] General Partnership [ ] Business Trust [ ] Other entity created by filing with a state office c. The following information for each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity listed above: ________________________________ Investor Name Subscription Agreement FOR CLASS A, D, & I SHARES Effective as of May 2024 MidBridge Private Markets Fund Name Date of Birth Address (Residential or Business Street Address) For U.S. Persons: Social Security Number For Non-U.S. Persons: Social Security Number, Passport Number and Country of Issuance, or other similar identification number d. The following information for one individual with significant responsibility for managing the legal entity listed above, such as: ● An executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, Vice President, Treasurer); or ● Any other individual who regularly performs similar functions. Name Date of Birth Address (Residential or Business Street Address) For U.S. Persons: Social Security Number For Non-U.S. Persons: Social Security Number, Passport Number and Country of Issuance, or other similar identification number I, ___________________________________(name of natural person opening account), hereby certify, to the best of my knowledge, that the information provided above is complete and correct. Signature:___________________________ Date:___________________________ ________________________________ Investor Name Subscription Agreement – RIAs FOR CLASS A, D, & I SHARES Effective as of May 2024 MidBridge Private Markets Fund This subscription agreement is utilized for the offering of shares of beneficial interest (the “Shares”) of MidBridge Private Markets Fund (the “Fund”). This subscription agreement may be used only by investors that are both (i) “accredited investors” within the meaning given to such term in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) and (ii) “qualified clients with...
Sample 1
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CERTIFICATION OF BENEFICIAL. OWNER(S) Persons opening an account on behalf of a legal entity must provide the following information: a. Name and Title of Natural Person Opening Account: b. Name, Type (select below), and Address of Legal Entity for Which the Account is Being Opened: [ ] Corporation [ ] Limited Liability Company [ ] Limited Partnership [ ] General Partnership [ ] Business Trust [ ] Other entity created by filing with a state office c. The following information for each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity listed above: ________________________________ Investor Name Subscription Agreement – RIAs FOR CLASS A, D, & I SHARES Effective as of May 2024 MidBridge Private Markets Fund Name Date of Birth Address (Residential or Business Street Address) For U.S. Persons: Social Security Number For Non-U.S. Persons: Social Security Number, Passport Number and Country of Issuance, or other similar identification number d. The following information for one individual with significant responsibility for managing the legal entity listed above, such as:
Sample 1
CERTIFICATION OF BENEFICIAL. OWNER(S) Persons opening an account on behalf of a legal entity must provide the following information: a. Name and Title of Natural Person Opening Account: b. Name, Type (select below), and Address of Legal Entity for Which the Account is Being Opened: ❑ Corporation ❑ Limited Liability Company ❑ Limited Partnership ❑ General Partnership ❑ Business Trust ❑ Other entity created by filing with a state office c. The following information for each individual, if any, who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, owns 25 percent or more of the equity interests of the legal entity listed above: d. The following information for one individual with significant responsibility for managing the legal entity listed above, such as: • An executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Managing Member, General Partner, Vice President, Treasurer); or • Any other individual who regularly performs similar functions. I, (name of natural person opening account), hereby certify, to the best of my knowledge, that the information provided above is complete and correct. Signature: Date: _ Does: (1) the Investor, or, if the Investor is a natural person, any immediate family member sharing the same household as the Investor; or (2) any Authorized Representative intend to directly or indirectly own, control (as defined in Section 2(a)(9) of the Investment Company Act), or hold with power to vote, 5% or more of the interests in an investment pool organized outside of the United States? • Average cost – averages the cost of all Shares • First-In, First-Out – oldest Shares sold first • Last-In, Last-Out – newest Shares sold first • Highest Cost, First Out – highest cost Shares sold first • Lowest cost, First Out – lost cost Shares, sold first • Specific Lot Identification – identify the specific lot of Shares sold. Dividends □ Reinvest □ Cash (paid via Fed Wire using current banking instructions on file for your account) Short-Term Capital Gains □ Reinvest □ Cash (paid via Fed Wire using current banking instructions on file for your account) Long-Term Capital Gains □ Reinvest □ Cash (paid via Fed Wire using current banking instructions on file for your account) Bank Name ABA Number Bank Address Account Number Name(s) on Bank Account Name(s) on Bank Account Name Name Title Title Company Company Address Address Phone Phone E-Mail E-Mail Owner’s Name (First, M....
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Related to CERTIFICATION OF BENEFICIAL

  • Division of Beneficial Interest The beneficial interest in the Trust shall at all times be divided into Shares, all without par value. The number of Shares authorized hereunder is unlimited. The Board of Trustees may authorize the division of Shares into separate and distinct Series and the division of any Series into separate classes of Shares. The different Series and classes shall be established and designated, and the variations in the relative rights and preferences as between the different Series and classes shall be fixed and determined by the Board of Trustees without the requirement of Shareholder approval. If no separate Series or classes shall be established, the Shares shall have the rights and preferences provided for herein and in Article III, Section 6 hereof to the extent relevant and not otherwise provided for herein, and all references to Series and classes shall be construed (as the context may require) to refer to the Trust. The fact that a Series shall have initially been established and designated without any specific establishment or designation of classes (i.e., that all Shares of such Series are initially of a single class) shall not limit the authority of the Board of Trustees to establish and designate separate classes of said Series. The fact that a Series shall have more than one established and designated class, shall not limit the authority of the Board of Trustees to establish and designate additional classes of said Series, or to establish and designate separate classes of the previously established and designated classes. The Board of Trustees shall have the power to issue Shares of the Trust, or any Series or class thereof, from time to time for such consideration (but not less than the net asset value thereof) and in such form as may be fixed from time to time pursuant to the direction of the Board of Trustees. The Board of Trustees may hold as treasury shares, reissue for such consideration and on such terms as they may determine, or cancel, at their discretion from time to time, any Shares of any Series reacquired by the Trust. Shares held in the treasury shall not, until reissued, confer any voting rights on the Trustees, nor shall such Shares be entitled to any dividends or other distributions declared with respect to the Shares. The Board of Trustees may classify or reclassify any unissued Shares or any Shares previously issued and reacquired of any Series or class into one or more Series or classes that may be established and designated from time to time. Notwithstanding the foregoing, the Trust and any Series thereof may acquire, hold, sell and otherwise deal in, for purposes of investment or otherwise, the Shares of any other Series of the Trust or Shares of the Trust, and such Shares shall not be deemed treasury shares or cancelled. Subject to the provisions of Section 6 of this Article III, each Share shall have voting rights as provided in Article V hereof, and the Shareholders of any Series shall be entitled to receive dividends and distributions, when, if and as declared with respect thereto in the manner provided in Article IV, Section 3 hereof. No Share shall have any priority or preference over any other Share of the same Series or class with respect to dividends or distributions paid in the ordinary course of business or distributions upon dissolution of the Trust or of such Series or class made pursuant to Article VIII, Section 2 hereof. All dividends and distributions shall be made ratably among all Shareholders of a particular class of Series from the Trust Property held with respect to such Series according to the number of Shares of such class of such Series held of record by such Shareholders on the record date for any dividend or distribution. Shareholders shall have no preemptive or other right to subscribe to new or additional Shares or other securities issued by the Trust or any Series. The Trustees may from time to time divide or combine the Shares of any particular Series into a greater or lesser number of Shares of that Series. Such division or combination may not materially change the proportionate beneficial interests of the Shares of that Series in the Trust Property held with respect to that Series or materially affect the rights of Shares of any other Series. Any Trustee, officer or other agent of the Trust, and any organization in which any such Person is interested, may acquire, own, hold and dispose of Shares of the Trust to the same extent as if such Person were not a Trustee, officer or other agent of the Trust; and the Trust may issue and sell or cause to be issued and sold and may purchase Shares from any such Person or any such organization subject only to the general limitations, restrictions or other provisions applicable to the sale or purchase of such Shares generally.

  • Certificate of Beneficial Ownership The Certificate of Beneficial Ownership executed and delivered to Agent and Lenders for each Borrower on or prior to the date of this Agreement, as updated from time to time in accordance with this Agreement, is accurate, complete and correct as of the date hereof and as of the date any such update is delivered. The Borrower acknowledges and agrees that the Certificate of Beneficial Ownership is one of the Other Documents.

  • CERTIFICATION OF MEMBERS The undersigned hereby agree, acknowledge, and certify that the foregoing Operating Agreement is adopted and approved by each Member. The agreement consisting of pages, constitutes, together with Exhibit 1, Exhibit 2, the Operating Agreement of , adopted by the Members as of the day of , 20 . Signature Printed Name Percent: % Signature Printed Name Percent: % Signature Printed Name Percent: % Signature Printed Name Percent: % Signature Printed Name Percent: %

  • Certification of Non-Foreign Status Each Limited Partner or transferee of an Interest or a portion of an Interest from a Limited Partner who or that is admitted to the Partnership in accordance with this Agreement will certify, upon admission to the Partnership and at any other time as the General Partner may request, whether the Limited Partner or transferee is a “United States Person” within the meaning of the Code on forms to be provided by the Partnership, and will notify the Partnership within 30 days of any change in the status of the Limited Partner or transferee. Any Limited Partner or transferee who or that fails to provide certification when requested to do so by the General Partner may be treated as a non-United States Person for purposes of U.S. Federal tax withholding.

  • Designation of Beneficiary The depositor may designate a beneficiary or beneficiaries to receive benefits from the custodial account in the event of the depositor’s death. In the event the depositor has not designated a beneficiary, or if all beneficiaries shall predecease the depositor, the following persons shall take in the order named: a. The spouse of the depositor; b. If the spouse shall predecease the depositor or if the depositor does not have a spouse, then to the depositor’s estate.

  • Certification of Release The Company named below hereby certifies to Morgan Stanley Mortgage Capital Inc. that, as of the date and time of txx xxxe xx xxx above-mentioned Mortgage Loans to Morgan Stanley Mortgage Capital Inc. the security interests in the Mortxxxx Xoxxx xxxeased by the above-named financial institution comprise all security interests relating to or affecting any and all such Mortgage Loans. The Company warrants that, as of such time, there are and will be no other security interests affecting any or all of such Mortgage Loans. _______________________________ By:____________________________ Title:_________________________ Date:__________________________ Exhibit G EXHIBIT G FORM OF ASSIGNMENT AND CONVEYANCE AGREEMENT ------------------------------------------- On this ___ day of ____________, ________, _______________ ("Seller"), as the Seller under (i) that certain Purchase Price and Terms Agreement, dated as of _________, ____ (the "PPTA"), and (ii) that certain Fourth Amended and Restated Mortgage Loan Purchase and Warranties Agreement, dated as of _________, ____ (the "Purchase Agreement"), does hereby sell, transfer, assign, set over and convey to Morgan Stanley Mortgage Capital, Inc. ("Purchaser") as the Purchaser unxxx xxe Xxxxxxents (as defined below) without recourse, but subject to the terms of the Agreements, all right, title and interest of, in and to the Mortgage Loans listed on the Mortgage Loan Schedule attached hereto as Exhibit A (the "Mortgage Loans"), together with the Mortgage Files and the related Servicing Rights and all rights and obligations arising under the documents contained therein. Each Mortgage Loan subject to the Agreements was underwritten in accordance with, and conforms to, the Underwriting Guidelines attached hereto as Exhibit C. Pursuant to Section 6 of the Purchase Agreement, the Seller has delivered to the Custodian the documents for each Mortgage Loan to be purchased as set forth in the Purchase Agreement. The ownership of each Mortgage Note, Mortgage and the contents of the Mortgage File and Servicing File is vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or which come into the possession of the Seller shall immediately vest in the Purchaser and shall be retained and maintained, in trust, by the Seller at the will of the Purchaser in a custodial capacity only. The PPTA and the Purchase Agreement shall collectively be referred to as the "Agreements" herein. The Mortgage Loan Package characteristics of the Mortgage Loans subject hereto are set forth on Exhibit B hereto. In accordance with Section 6 of the Purchase Agreement, the Purchaser accepts the Mortgage Loans listed on Exhibit A attached hereto. Notwithstanding the foregoing the Purchaser does not waive any rights or remedies it may have under the Agreements. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Purchase Agreement. [SIGNATURE PAGE FOLLOWS] ______________________________ By: __________________________________ Name: ________________________________ Title: _______________________________ Accepted and Agreed: MORGAN STANLEY MORTGAGE CAPITAL INC. By:______________________________ Xxxx: Title: EXHIBIT A TO ASSIGNMENT AND CONVEYANCE AGREEMENT THE MORTGAGE LOANS ------------------ EXHIBIT B TO ASSIGNMENT AND CONVEYANCE AGREEMENT REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE POOL CHARACTERISTICS OF EACH MORTGAGE LOAN PACKAGE ------------------------------------------------------- Pool Characteristics of the Mortgage Loan Package as delivered on the related Closing Date: No Mortgage Loan has: (1) an outstanding principal balance less than $_____; (2) an origination date earlier than __ months prior to the related Cut-off Date; (3) a FICO Score of less than ___; or (4) a debt-to-income ratio of more than ___%. Each Mortgage Loan has a Mortgage Interest Rate of at least ___% per annum and an outstanding principal balance of less than $______. Each Adjustable Rate Mortgage Loan has an Index of [______]. EXHIBIT C TO ASSIGNMENT AND CONVEYANCE AGREEMENT UNDERWRITING GUIDELINES ----------------------- Exhibit H EXHIBIT H UNDERWRITING GUIDELINES ----------------------- Exhibit I EXHIBIT I FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT -------------------------------------------- THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated [____________ __, 20__] ("Agreement"), among Morgan Stanley Mortgage Capital Inc. ("Assignor"), [____________________] ("Xsxxxxxx") and [SELLER] (the "Company"): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

  • Transfer of Beneficial Interests to Another Restricted Global Note A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) hereof and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; or (B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

  • CERTIFICATION OF AGREEMENT In accordance with section 170LT of the Workplace Relations Act 1996, I now certify the attached written agreement. This agreement shall come into force from 16 February 2004 and shall remain in force until 31 October 2005. BY THE COMMISSION: Printed by authority of the Commonwealth Government Printer <Price code 70> TABLE OF CONTENTS Subject Matter Clause No. Page No. Accident Pay 29 32 All-In Payments 34 34 Alpine Areas 14.1.(b) 15 Altona Area Allowance 14.2.(a) 16 Amenities 37 35 Apprentices 22.(a) 23 Australian Materials 41 37 Casual Labour 12.2 13 Classification Structure & Rates of Pay, Allowances 13 14 Clothing Issue & Safety Footwear 40 36 Co-Invest (Long Service Leave) 27 31 Commitments 3 5 Consultation 8 7 Demolition Work 14.1.(d) 16 Dispute Settlement Procedure 9 8 Drugs & Alcohol 38 35 Employment & Termination 12 12 Fares & Travel Allowance 15 17 Fast Food Allowance 14.1.(a) 15 Further Flexibilities 23 24 Geelong, Altona, Portland, etc Metals Agreements 14.3 16 Geographic Area, and Sector Specific Allowances, Conditions and Exceptions 14 15 Hearing Tests 11.(2) 10 Heavy Blocks 11.(9) 12 Hours Of work, Rostered Days Off, and Protection of Leisure Time 17 17 Inclement Weather 24 24 Income Protection 28.1 31 Income Protection & Trauma Insurance 28 31 Induction Procedures 11.(4) 11 Job Stewards/Delegates 36 34 Job Xxxxxxx/Delegate Facilities 36.2 35 Journey Accidents 30 32 Latrobe Valley Allowance 14.2.(b) 16 Leisure Time Protected 17.3 18 Living Away from Home Allowance 16 17 Major Events 14.1.(c) 15 Metal Trades Labour Hire Agreement 14.4 16 Negotiation of a Subsequent Agreement 43 37 No Extra Claims 44 38 Objectives of the Agreement 2 5 Overtime 17.2 18 Parties and Persons Bound 4 6 Payment of Wages 19 21 Period of Operation 6 6 Picnic Day 31 33 Project Agreements 5.2 6 Project Pre-Commencement Conference 18 21 Protective Clothing & Equipment 11.(3) 10 Pyramid Subcontracting 35 34 Redundancy 25 30 Rehabilitation Program 39 35 Relationship to Parent Award and Victorian Building Industry Agreement 7 6 Right of Entry & Representation 33 33 Rostered Days Off 17.4 19 Safety Dispute Resolution 10 8 Scope & Application 5 6 Security & Continuity of Employment 32 33 Service Core Allowance 14.2.(c) 16 Signatories 45 39 Superannuation 26 30 Termination of Employment 12.3 13 Time & Wages Records 19.1 21 Title 1 5 Tool Storage 20 22 Toxic Substances 11(8) 11 Training & Related Matters 22 23 Trauma Insurance 28.2 32 Waste Minimisation, Recycling and Environmental Issues 42 37 Workplace Safety 11 10 Appendix A – Classification Structure 40 Appendix B – Rates of Pay 1. From 1 December 2002 2. From 1 March 2003 3. From 1 March 2004 4. From 1 March 2005 41 Appendix C – Site Allowances 51 Appendix D – Drugs & Alcohol Policy 54 Appendix E – Passenger and Material Lifts 61 Appendix F – Amenities 63 Appendix G – Shopping Centres 66 Appendix H – Trade Union Training Leave 67 Appendix I – Sector Appendix 70

  • Transfer of Beneficial Interests to Another Restricted Global Security A beneficial interest in a Transfer Restricted Global Security may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Transfer Restricted Global Security if the transfer complies with the requirements of Section 2.2(b)(ii) above and the Registrar receives the following: (A) if the transferee will take delivery in the form of a beneficial interest in a Rule 144A Global Security, then the transferor must deliver a certificate in the form attached to the applicable Security; and (B) if the transferee will take delivery in the form of a beneficial interest in a Regulation S Global Security, then the transferor must deliver a certificate in the form attached to the applicable Security.

  • Shares of Beneficial Interest The Trust is authorized (A) to issue one or more series of beneficial interests within the meaning of Section 3804(a) of the Delaware Act, which shall constitute the Trust's Portfolio(s), and (B) to divide the shares of any Portfolio into one or more separate and distinct Classes. The beneficial interests of the Trust shall be divided into an unlimited number of Shares, with par value of $0.01 per Share. All Shares issued hereunder, including without limitation, Shares issued in connection with a dividend or other distribution in Shares or a split or reverse split of Shares, shall be fully paid and nonassessable.

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