Common use of RECAPITALIZATION OR CAPITAL ADJUSTMENT Clause in Contracts

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.

Appears in 11 contracts

Samples: Stock Transfer Agency Agreement (BlackRock Utility & Infrastructure Trust), Stock Transfer Agency Agreement (BlackRock Resources & Commodities Strategy Trust), Stock Transfer Agency Agreement (Blackrock Strategic Dividend Achievers Trust)

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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 Directors 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.

Appears in 3 contracts

Samples: Stock Transfer Agency Agreement (Advent/Claymore Global Convertible Securities & Income Fund), Stock Transfer Agency Agreement (Advent Claymore Global Convertible Opport Income Fd), Stock Transfer Agency Agreement (Advent Claymore Convertible Securities & Income Fund)

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 's Declaration of Trust or By-Laws to sign Share certificates and, if required, shall bear the corporate seal or a facsimile thereof.

Appears in 3 contracts

Samples: Stock Transfer Agency Agreement (BlackRock Health Sciences Trust), Stock Transfer Agency Agreement (BlackRock Global Energy & Resources Trust), Stock Transfer Agency Agreement (S&p Quality Rankings Global Equity Managed Trust)

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.

Appears in 2 contracts

Samples: Stock Transfer Agency Agreement (Ing Clarion Real Estate Income Fund), Stock Transfer Agency Agreement (Ing Clarion Global Real Estate Income Fund)

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 CustomerFund’s Declaration of Trust or By-Laws to sign Share certificates and, if required, shall bear the corporate seal or a facsimile thereof.

Appears in 1 contract

Samples: Stock Transfer Agency Agreement (Ing Clarion Global Real Estate Income Fund)

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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.

Appears in 1 contract

Samples: Stock Transfer Agency Agreement (Blackrock Dividend Achievers Trust)

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; and (e) 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. 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-By Laws to sign Share certificates and, if required, shall bear the corporate seal or a facsimile thereof.

Appears in 1 contract

Samples: Stock Transfer Agency Agreement (Old Mutual/Claymore Long-Short Fund (f.k.a. Analytic Covered Call Plus Fund))

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