RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Bank will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving:
(a) A Certificate authorizing the issuance of Share certificates in the new form;
(b) A certified copy of any amendment to the Charter with respect to the change;
(c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Customer, with a Certificate signed by the Secretary of the Customer as to such approval;
(d) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance of the Shares in the new form, and an opinion of counsel for the Customer that the order or consent of no other governmental or regulatory authority is required; and
(e) An opinion of counsel for the Customer, in a form satisfactory to the Bank, with respect to the validity of the Shares in the new form, 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 the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor).
2. The Customer shall furnish the Bank with a sufficient supply of blank Share certificates in the new form, and from time to time will replenish such supply upon the request of the Bank. Such blank Share certificates shall be properly signed, by facsimile or otherwise, by Officers of the Customer authorized by law or by the By-Laws to sign Share certificates and, if required, shall bear the corporate seal or a facsimile thereof.
RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving:
(a) A Certificate authorizing the issuance of Share certificates in the new form;
(b) A certified copy of any amendment to the Articles of Incorporation with respect to the change;
(c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Fund, with a Certificate signed by the Secretary of the Fund as to such approval; and
(d) An opinion of counsel for the Fund with respect to the validity of the Shares in the new form 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 the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor).
2. To the extent that the Fund issues certificates to its shareholders pursuant to its current prospectus, the Fund shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, and from time to time will replenish such supply upon the request of the Transfer Agent. Such blank Share certificates shall be properly signed by Officers of the Fund authorized by law or by the by-laws to sign Share certificates and, if required, shall bear the corporate seal or facsimile thereof. The Fund agrees to indemnify and exonerate, save and hold the Transfer Agent harmless, from and against any and all claims or demands that may be asserted against the Transfer Agent with respect to the genuineness of any Share certificate supplied to the Transfer Agent pursuant to this section.
RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Bank will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving:
(a) A Certificate authorizing the issuance of Share certificates in the new form;
(b) A certified copy of any amendment to the Charter with respect to the change;
(c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Trustees of the Customer, with a Certificate signed by the Secretary of the Customer as to such approval; and
(d) A certified copy of the order or consent of each governmental or regulatory authority required by law as a prerequisite to the issuance of the Shares in the new form.
2. The Customer shall furnish the Bank with a sufficient supply of blank Share certificates in the new form, and from time to time will replenish such supply upon the request of the Bank. Such blank Share certificates shall be properly signed, by facsimile or otherwise, by Officers of the Customer authorized by law or by the Customer’s Declaration of Trust or By-Laws to sign Share certificates and, if required, shall bear the corporate seal or a facsimile thereof.
RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving: a) A Certificate authorizing the issuance of the Share certificates in the new form; (b) A certified copy of any amendment to the Articles of Incorporation with respect to the change; (c) Specimen Share certificates for each class of Shares in the new form approved by the Board of Directors of the Fund, with a Certificate signed by the Secretary of the Fund as to such approval; and
RECAPITALIZATION OR CAPITAL ADJUSTMENT. 4.1. In the case of any Share split, recapitalization or other capital adjustment, the Transfer Agent will, in the case of accounts represented by uncertificated Shares, cause the account records to be adjusted, as necessary, to reflect the number of Shares held for the account of each such shareholder as a result of such adjustment, or, in the case of Shares represented by certificates, will, if so instructed by the Fund, issue revised Share certificates in exchange for, or upon transfer of, outstanding Share certificates in the old form, in either case upon receiving:
(a) A Certificate authorizing the issuance of revised Share certificates and any other action required to be taken by the Transfer Agent in connection with any such split, recapitalization or other capital adjustment;
(b) A copy of any amendment to the Declaration of Trust of the Fund, certified by the Secretary of the Fund, with respect to the adjustment;
(c) Specimen Share certificates in the revised form approved by the Board of Trustees of the Fund;
(d) An opinion of counsel for the Fund with respect to the matters set forth in Article 2, Section 2.3(g) hereof as to such Shares; and
(e) Such additional documents as the Transfer Agent may reasonably request.
4.2. The Fund shall either (a) furnish the Transfer Agent with a sufficient supply of blank Share certificates in any new form authorized in connection with any such Share split, recapitalization or other capital adjustment, and from time to time will replenish such supply upon the request of the Transfer Agent, or (b) authorize the Transfer Agent to itself create laser-printed Share certificates in the form approved by the Board of Trustees of the Fund. Any such blank Share certificates shall be properly signed by authorized Officers and, if required, shall bear the Fund's seal or facsimile thereof.
RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative share split, recapitalization or other capital adjustment requiring a change in the form of share certificates of any Class, OFS will, in the case of accounts represented by uncertificated shares, cause the account records to be adjusted, as necessary, to reflect the number of shares held for the account of each such shareholder as a result of such change, or, in the case of shares represented by certificates, will issue share certificates in the new form in exchange for, or upon transfer of, outstanding share certificates in the old form, in either case upon receiving:
a. A Certificate authorizing the issuance of share certificates in the new form;
b. A certified copy of any amendment to the Company's Articles of Incorporation with respect to the change;
c. Specimen share certificates for each class of shares in the new form approved by the Board of the Company, with a Certificate signed by the Secretary of the Company as to such approval; and
d. An opinion of counsel for the Fund or the Company with respect to the matters set forth in Section 13 of the Service Contract as to such shares.
2. The Company shall furnish OFS with a sufficient supply of blank share certificates in the new form, and from time to time will replenish such supply upon the request of OFS. Such blank share certificates shall be properly signed by Officers of the Company authorized by law or the By-Laws to sign share certificates and, if required, shall bear the Company's seal or facsimile thereof.
RECAPITALIZATION OR CAPITAL ADJUSTMENT. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving:
RECAPITALIZATION OR CAPITAL ADJUSTMENT. 1. In the case of any negative stock split, recapitalization or other capital adjustment requiring a change in the form of Share certificates, the Transfer Agent will issue Share certificates in the new form in exchange for, or upon transfer of, outstanding Share certificates in the old form, upon receiving:
(a) A Certificate authorizing the issuance of Share certificates in the new form;
(b) A certified copy of any amendment to the Agreement and Declaration of Trust with respect to the change;
(c) Specimen Share certificates for each class of Shares in the new form approved by the Fund's Board, with a Certificate signed by the Secretary of the Fund as to such approval; and
(d) An opinion of counsel for the Fund with respect to the validity of the Shares in the new form 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 the Shares have been registered and that the Registration Statement has become effective or, if exempt, the specific grounds therefor).
2. The Fund shall furnish the Transfer Agent with a sufficient supply of blank Share certificates in the new form, and will replenish such supply within 30 days after receiving a request therefor from the Transfer Agent. Such blank Share certificates shall be properly signed by Officers of the Fund authorized by law or by the by-laws to sign Share certificates and, if required, shall bear the Fund's seal or facsimile thereof.
RECAPITALIZATION OR CAPITAL ADJUSTMENT. Prior to the effective date of any increase or decrease in the total number of Shares authorized to be issued, or the issuance of any additional Shares of a Fund pursuant to stock dividends, stock splits, recapitalizations, capital adjustments or similar transactions, the Corporation agrees to deliver to Sunstone such documents, certificates, reports and legal opinions as Sunstone may reasonably request.
RECAPITALIZATION OR CAPITAL ADJUSTMENT. 4.1 In the case of any Share split, recapitalization or other capital adjustment, the Transfer Agent will, in the case of accounts represented by uncertificated Shares, cause the account records to be adjusted, as necessary, to reflect the number of Shares held for the account of each such shareholder as a result of such adjustment, or, in the case of Shares represented by certificates, will, if so instructed by the Fund, issue revised Share certificates in exchange for, or upon transfer of, outstanding Share certificates in the old form, in either case upon receiving:
(a) A Certificate authorizing the issuance of revised Share certificates and any other action required to be taken by the Transfer Agent in connection with any such split, recapitalization or other capital adjustment;
(b) A copy of any amendment to the Declaration of Trust of the Fund, certified by the Secretary of the Fund, with respect to the adjustment;
(c) Specimen Share certificates in the revised form approved by the Board of Trustees of the Fund;
(d) An opinion of counsel for the Fund with respect to the matters set forth in Article 2, Section 2.3(g) hereof as to such Shares; and
(e) Such additional documents as the Transfer Agent may reasonably request.
