Common use of Appointment Documents Clause in Contracts

Appointment Documents. On or before the Effective Date, Fund will provide the appointment and corporate authority documents as set out separately by Agent, including but not limited to the following: (a) Board resolution appointing Trust Company as the transfer agent; (b) Board resolution and/or certificate of incumbency designating officers or other designated persons of Fund authorized to sign written instructions and requests and, if applicable, Share certificates, in connection with this Agreement (each an “Authorized Person”); (c) An opinion of counsel for Fund addressed to Agent as mutually agreed upon by both parties, concerning, without limitation, Fund’s legal status under applicable law and legal status of the Shares, including whether the applicable offering of Shares is registered or exempt from registration; (d) A certificate of Fund as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; and (e) A complete and accurate register of Shareholders.

Appears in 5 contracts

Sources: Transfer Agency and Service Agreement (Tap US Private Equity Fund of Funds), Transfer Agency and Service Agreement (Ultra Aerospace Opportunities Inc.), Transfer Agency and Service Agreement (Ultra AI Opportunities Inc.)

Appointment Documents. On or before the Effective Date, Fund Company will provide the appointment and corporate authority documents as set out separately by Agent, including but not limited to the following: (a) Board resolution appointing Trust Company as the transfer agent; (b) Board resolution and/or certificate of incumbency designating officers or other designated persons of Fund Company authorized to sign written instructions and requests and, if applicable, Share certificates, in connection with this Agreement (each each, an “Authorized Person”); (c) An opinion of counsel for Fund Company addressed to Agent as mutually agreed upon by both parties, concerning, without limitation, FundCompany’s legal status under applicable law and legal status of the Shares, including whether the applicable offering of Shares is registered or exempt from registration; (d) A certificate of Fund Company as to the Shares authorized, issued and outstanding, as well as a description of all reserves of unissued Shares relating to the exercise of options; and (e) A complete and accurate register of Shareholders.

Appears in 2 contracts

Sources: Transfer Agency and Service Agreement (Jefferies Credit Partners BDC Inc.), Transfer Agency and Service Agreement (Nuveen Churchill Direct Lending Corp.)