Common use of RECAPITALIZATION OR CAPITAL ADJUSTMENT Clause in Contracts

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. 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 Classclass, 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 Company or the Company Fund with respect to the matters set forth in Section 13 of the Service Contract as to such shares. 2. The Company Fund 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 Fund authorized by law or the By-Laws to sign share certificates and, if required, shall bear the Company's seal or facsimile thereof.