Common use of RECAPITALIZATION OR CAPITAL ADJUSTMENT Clause in Contracts

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.

Appears in 3 contracts

Samples: Transfer Agency Agreement (Nuveen Flagship Municipal Trust), Transfer Agency Agreement (Nuveen Flagship Multistate Trust Ii), Transfer Agency Agreement (Nuveen Flagship Multistate Trust Ii)

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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-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.

Appears in 3 contracts

Samples: Transfer Agency Agreement (Nuveen Flagship Multistate Trust Ii), Transfer Agency Agreement (Nuveen Flagship Multistate Trust Ii), Transfer Agency Agreement (Nuveen Flagship Multistate Trust I)

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 4.11. In the case of any Share negative stock split, recapitalization or other capital adjustmentadjustment requiring a change in the form of Share certificates, 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, will issue revised Share certificates in exchange for, or upon transfer of, outstanding Share certificates in the old form, in either case upon receiving:in (a) A Certificate authorizing the issuance of revised the Share certificates and any other action required to be taken by in the Transfer Agent in connection with any such split, recapitalization or other capital adjustmentnew form; (b) A certified copy of any amendment to the Declaration of Trust of the Fund, certified by the Secretary of the Fund, with respect to the adjustmentchange; (c) Specimen Share certificates for each class of Shares in the revised new form approved by the Board of Trustees 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 matters set forth validity of the Shares in Article 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. If the Fund issues Share certificates, 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 at its expense shall either (a) furnish the Transfer Agent with a sufficient supply of blank Share certificates in any the 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 Such blank Share certificates shall be compatible with the Transfer Agent's system and shall be properly signed by facsimile or otherwise by Officers of the Fund authorized Officers by law or by the By-Laws to sign Share certificates and, if required, required shall bear the Fund's seal 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.

Appears in 1 contract

Samples: Transfer Agency Agreement (Marquis Funds)

RECAPITALIZATION OR CAPITAL ADJUSTMENT. 4.1. 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. 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 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.

Appears in 1 contract

Samples: Transfer Agency Agreement (Nuveen Investment Trust)

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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 FundTrust, 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 Agreement and Declaration of Trust of the FundTrust, certified by the Secretary Clerk of the FundTrust, with respect to the adjustment; (c) Specimen Share certificates in the revised form approved by the Board of Trustees of the Fund;Trust; and (d) An opinion of counsel for the Fund Trust with respect to the matters set forth in Article 2, Section 2.3(g2.3.(g) hereof as to such Shares; and (e) Such additional documents as the Transfer Agent may reasonably request. 4.2. The Fund Trust 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 Such blank Share certificates shall be properly signed by authorized Officers and, if required, shall bear the FundTrust's seal or facsimile thereof.

Appears in 1 contract

Samples: Transfer Agency Agreement (Pimco Advisors Funds)

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