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.
Appears in 2 contracts
Samples: Transfer Agency Agreement (Mpam Funds Trust), Transfer Agency Agreement (Mpam Funds 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 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 Articles of Trust Incorporation 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.
Appears in 1 contract
Samples: Transfer Agency Agreement (Dreyfus Dynamic Alternatives Fund, Inc.)
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 Amended and Restated Master Trust 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 byBy-laws Laws to sign Share certificates and, if required, shall bear the Fund's seal or facsimile thereof.
Appears in 1 contract
Samples: Transfer Agency Agreement (Dreyfus Laurel Funds Trust)