Common use of Recapitalization or Readjustment Clause in Contracts

Recapitalization or Readjustment. In case of any recapitalization, readjustment or other change in the capital structure of the Fund requiring a change in the form of stock certificates, DST will issue or register certificates in the new form in exchange for, or in transfer of, the outstanding certificates in the old form, upon receiving: A. Written instructions from an officer of the Fund; B. Certified copy of the amendment to the Articles of Incorporation or other document effecting the change; C. Certified copy of the order or consent of each governmental or regulatory authority, required by law to the issuance of the stock in the new form, and an opinion of counsel that the order or consent of no other government or regulatory authority is required; D. Specimens of the new certificates in the form approved by the Board of Directors of the Fund, with a certificate of the Secretary of the Fund as to such approval; E. A certificate by the Secretary or similarly situated officer of the Fund (who may be the Fund’s General Counsel) stating: (1) The status of the shares of stock of the Fund in the new form under the 1933 Act, and any other applicable federal or state statute; and (2) That the issued shares in the new form are, and all unissued shares will be, when issued, validly issued, fully paid and nonassessable.

Appears in 3 contracts

Samples: Agency Agreement (RiverNorth Managed Duration Municipal Income Fund II, Inc.), Agency Agreement (RiverNorth Managed Duration Municipal Income Fund, Inc.), Agency Agreement (RiverNorth Opportunistic Municipal Income Fund, Inc.)

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Recapitalization or Readjustment. In case of any recapitalization, readjustment or other change in the capital structure of the Fund requiring a change in the shares contained in book entry form on the stock record of stock certificatesthe Fund as maintained by DST, DST will issue effectuate or register certificates in the new form in exchange for, or in transfer ownership of, the outstanding certificates shares in the old formbook entry, upon receiving: A. Written instructions from an officer of the Fund; B. Certified copy of the amendment to the Articles Declaration of Incorporation Trust or other document effecting the change; C. Certified copy of the any order or consent of each governmental or regulatory authority, required by law to the issuance of the stock in the new formbook entry shares, and an opinion of counsel (electronic mail confirmation being sufficient) that the order or consent of no other government or regulatory authority is required; D. Specimens of the new certificates in the form approved by the Board of Directors of the Fund, with a certificate of the Secretary of the Fund as to such approval; E. A certificate by the Secretary secretary or similarly situated officer of the Fund or alternatively, at the Fund’s option, an opinion of counsel for the Fund (who may be the Fund’s General CounselChief Legal Officer and electronic mail confirmation being sufficient) stating: (1) The status of the shares of stock of the Fund in the new form under the 1933 Act, as amended and any other applicable federal or state statute; and (2) That the issued shares in the new form are, and all unissued shares will be, when issued, validly issued, fully paid and nonassessablenon-assessable.

Appears in 2 contracts

Samples: Agency Agreement (Blackstone Private Credit Fund), Agency Agreement (Blackstone Private Credit Fund)

Recapitalization or Readjustment. In case of any recapitalization, readjustment or other change in the capital structure of the Fund Financial Product requiring a change in the form of stock certificates, DST will issue or register certificates in the new form in exchange for, or in transfer of, the outstanding certificates in the old form, upon receiving: A. Written instructions from an officer of the FundFinancial Product; B. Certified copy of the amendment to the Articles of Incorporation or other document effecting the change; C. Certified copy of the order or consent of each governmental or regulatory authority, required by law to the issuance of the stock in the new form, and an opinion of counsel that the order or consent of no other government or regulatory authority is required; D. Specimens of the new certificates in the form approved by the Board of Directors of the FundFinancial Product, with a certificate of the Secretary of the Fund Financial Product as to such approval; E. A certificate by the Secretary or similarly situated officer of the Fund Financial Product (who may be the FundFinancial Product’s General Counsel) stating: (1) The status of the shares of stock of the Fund Financial Product in the new form under the 1933 Act, and any other applicable federal or state statute; and (2) That the issued shares in the new form are, and all unissued shares will be, when issued, validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Agency Agreement (PIMCO Flexible Credit Income Fund)

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Recapitalization or Readjustment. In case of any recapitalization, readjustment or other change in the capital structure of the Fund requiring a change in the form of stock certificates, DST will issue or register certificates in the new form in exchange for, or in transfer of, the outstanding certificates in the old form, upon receiving: A. Written instructions from an officer of the Fund; B. Certified copy of the amendment to the Articles of Incorporation or other document effecting the change; C. Certified copy of the order or consent of each governmental or regulatory authority, required by law to the issuance of the stock in the new form, and an opinion of counsel that the order or consent of no other government or regulatory authority is required; D. Specimens of the new certificates in the form approved by the Board of Directors of the Fund, with a certificate of the Secretary of the Fund as to such approval; E. A certificate by the Secretary or similarly situated officer of the Fund (who may be the Fund’s General Counsel) stating: (1) The status of the shares of stock of the Fund in the new form under the 1933 Act, and any other applicable federal or state statute; and (2) That the issued shares in the new form are, and all unissued shares will be, when issued, validly issued, fully paid and nonassessable.

Appears in 1 contract

Samples: Agency Agreement (RiverNorth Marketplace Lending Corp)

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