Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15: (a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP Shares. (b) The Fund issuing or permitting to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares and costs incurred in connection therewith; (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten (10) Business Days of receiving notice of the existence thereof. (c) The Fund (i) creating or incurring or permitting to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) Business Days of receiving notice of the existence thereof. (d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP Shares or the Holders thereof, provided, however, that (i) a change in the capitalization of the Fund in accordance with Section 2.9 of the Statement shall not be considered to affect the rights and preferences of the RVMTP Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share). (e) Approval of any action to be taken pursuant to Sections 2.6(g) and 2.16 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 12 contracts
Samples: RVMTP Purchase Agreement (Wells Fargo & Company/Mn), RVMTP Purchase Agreement (Wells Fargo & Company/Mn), Purchase Agreement (Wells Fargo & Company/Mn)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP Shares.
(b) The Fund Issuer issuing or permitting to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; , (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares Shares, and costs incurred in connection therewith; , (iii) the Fund’s Issuer's previously issued and outstanding Auction Rate Preferred Shares, if any, not purchased pursuant to the Tender Offer; and Remarketable Variable Rate MuniFund Term Preferred Shares, if any, (iv) the issuance of senior securities in the form additional series of Remarketable Variable Rate MuniFund Term Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP or other Preferred Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “"senior security” " is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund Issuer exchanges, redeems, retires or terminates such “"senior security” " or otherwise cures such non-compliance within ten (10) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP Shares or the Holders thereof, provided, however, that (i) a change in the capitalization of the Fund in accordance with Section 2.9 of the Statement shall not be considered to affect the rights and preferences of the RVMTP Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g) and 2.16 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 9 contracts
Samples: RVMTP Purchase Agreement (Bank of America Corp /De/), RVMTP Purchase Agreement (Bank of America Corp /De/), RVMTP Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares.
(b) The Fund issuing or permitting to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and costs incurred in connection therewith; (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP VMTP Shares (including, but not limited to, any additional Series of RVMTP VMTP Shares), provided that (x) any such senior securities the proceeds of which will be issued in a separate series from any series used for the exchange, retirement, redemption or repurchase of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time up to all of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain Fund’s previously issued and outstanding Auction Preferred Shares and costs incurred in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securitiesconnection therewith; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten (10) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP VMTP Shares or the Holders thereof, provided, however, that (i) a change in the capitalization of the Fund in accordance with Section 2.9 2.8 of the Statement shall not be considered to affect the rights and preferences of the RVMTP VMTP Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP VMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares or the APS and, in each case, the costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 7 contracts
Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP New VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP New VMTP Shares.
(b) The Fund issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than (i) the RVMTP New VMTP Shares issued and sold pursuant to this Agreement Agreement; (ii) any other Preferred Shares Outstanding or indebtedness for borrowed money of to be issued in the Fund, except future by the Fund as permitted by the Statement; (iiii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iiiv) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP New VMTP Shares and the payment of costs incurred in connection therewith; (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementDeclaration, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP New VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP New VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP New VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 6 contracts
Samples: VMTP Purchase and Exchange Agreement (Wells Fargo & Company/Mn), VMTP Purchase and Exchange Agreement (Wells Fargo & Company/Mn), VMTP Purchase and Exchange Agreement (Wells Fargo & Company/Mn)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP AMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.158.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP AMTP Shares.
(b) The Fund issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP AMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP AMTP Shares and costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten five (105) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP AMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(h) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP AMTP Shares or the APS and, in each case, the and costs incurred in connection therewith)) of the Statement. In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP AMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 5 contracts
Samples: Exchange Agreement, Exchange Agreement (Wells Fargo & Company/Mn), Exchange Agreement (Wells Fargo & Company/Mn)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP New VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP New VMTP Shares.
(b) The Fund issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than (i) the RVMTP New VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund, except Agreement; (iii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iiiii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP New VMTP Shares and the payment of costs incurred in connection therewith; (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance noncompliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP New VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP New VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP New VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 5 contracts
Samples: VMTP Purchase and Exchange Agreement (Bank of America Corp /De/), VMTP Purchase and Exchange Agreement (Bank of America Corp /De/), VMTP Purchase and Exchange Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares.
(b) The Fund Issuer issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund exchanges, Issuer redeems, retires or terminates such “senior security” or otherwise cures such non-compliance noncompliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund Issuer (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund Issuer (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the FundIssuer) unless the securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the FundIssuer; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within ten five (105) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund Issuer shall notify the Holders of the RVMTP VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund Issuer and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund Issuer and the Majority Participants.
Appears in 4 contracts
Samples: VMTP Purchase Agreement (Bank of America Corp /De/), Purchase Agreement (Bank of America Corp /De/), Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP New VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP New VMTP Shares.
(b) The Fund issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP New VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP New VMTP Shares and costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten five (105) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP New VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP New VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith)) of the Statement. In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP New VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 4 contracts
Samples: VMTP Exchange Agreement (Bank of America Corp /De/), VMTP Exchange Agreement (Bank of America Corp /De/), VMTP Exchange Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP AMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.158.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP AMTP Shares.
(b) The Fund issuing or permitting suffering to exist any “"senior security” " (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP AMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP AMTP Shares and costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “"senior security” " is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “"senior security” " or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten five (105) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP AMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(h) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP AMTP Shares or the APS and, in each case, the and costs incurred in connection therewith)) of the Statement. In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP AMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 4 contracts
Samples: Exchange Agreement (Bank of America Corp /De/), Exchange Agreement (Bank of America Corp /De/), Exchange Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees Directors will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares unless (i) immediately following such termination, there would be at least one Rating Agency with respect to such VMTP Shares or (ii) it replaces the terminated Rating Agency with another Rating Agency and provides notice thereof to the Holders of such VMTP Shares; provided that such replacement shall not occur unless such replacement Other Rating Agency shall have at the time of such replacement (i) published a rating for the VMTP Shares and (ii) entered into an agreement with the Issuer to continue to publish such rating subject to the Rating Agency’s customary conditions.
(b) The Fund Issuer issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and costs incurred in connection therewith; , (iii) the FundIssuer’s previously issued and outstanding Auction Preferred SharesAMP Shares (for a period of sixty (60) days after the date of this Agreement), if any, not purchased pursuant to the Tender Offer; and (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund exchanges, Issuer redeems, retires or terminates such “senior security” or otherwise cures such non-compliance noncompliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund Issuer (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration Articles of Incorporation or the StatementArticles Supplementary, except as permitted by the Declaration Articles of Incorporation or the Statement Articles Supplementary or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, Custodian or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) Issuer unless the securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value valued, for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements, (x) with respect to pledges to secure senior securities under any tender option bond trust of which the residual floating rate trust certificates will be owned by the Issuer, in an aggregate amount not less than 70% of their aggregate market value at the time of inception of the trust (by references to prices determined by an independent third-party pricing service) and (y) with respect to all other pledges to secure senior securities, in an aggregate amount not less than 70% of their aggregate market value from time to time (by reference to prices determined by an independent third-party pricing service); provided, that the required collateral value (determined in accordance with clause (x) and/or (y) above, as applicable) under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the FundIssuer; and provided further, that it shall not require the approval of the Majority Participants if any such pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within ten five (105) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration Articles of Incorporation or the StatementArticles Supplementary, whether by merger, consolidation or otherwise, that would materially and negatively affect any preference, right or power of the RVMTP VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(gSection 5(c) and 2.16 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith)Articles Supplementary. In addition, if the Board of Trustees Directors shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the StatementArticles Supplementary, the Fund Issuer shall notify the Holders of the RVMTP VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees Directors shall designate a replacement to such index as agreed to between the Fund Issuer and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees Directors shall be the index in effect for purposes of the Statement Articles Supplementary until a new index has been approved by the Fund Issuer and the Majority Participants.
Appears in 3 contracts
Samples: Purchase Agreement (Bank of America Corp /De/), VMTP Purchase Agreement (Bank of America Corp /De/), VMTP Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP New VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP New VMTP Shares.
(b) The Fund issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP New VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP New VMTP Shares and costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementDeclaration, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP New VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP New VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP New VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 3 contracts
Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn), Exchange and Purchase Agreement (Wells Fargo & Company/Mn)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares.
(b) The Fund issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than (i) the RVMTP VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund, except Agreement; (iii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iiiii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and the payment of costs incurred in connection therewith; (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.17 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Muni Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P SIFMA Municipal Bond 7 Day High Grade Rate Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 3 contracts
Samples: Variable Rate Muni Term Preferred Shares Purchase Agreement (Bank of America Corp /De/), Variable Rate Muni Term Preferred Shares Purchase Agreement (Bank of America Corp /De/), Variable Rate Muni Term Preferred Shares Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees Directors will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares unless (i) immediately following such termination, there would be at least one Rating Agency with respect to such VMTP Shares or (ii) it replaces the terminated Rating Agency with another Rating Agency and provides notice thereof to the Holders of such VMTP Shares; provided that such replacement shall not occur unless such replacement Other Rating Agency shall have at the time of such replacement (i) published a rating for the VMTP Shares and (ii) entered into an agreement with the Issuer to continue to publish such rating subject to the Rating Agency's customary conditions.
(b) The Fund Issuer issuing or permitting suffering to exist any “"senior security” " (as defined in the 1940 Act as of the date hereof hereof, but not including a Derivative Contract, or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP VMTP Shares issued and sold pursuant to this Agreement on the Effective Date or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and costs incurred in connection therewith; , (iii) the Fund’s previously issued and outstanding Auction Preferred SharesIssuer's issuance of tender option bonds or creation or a tender option bond trust, if any, not purchased pursuant to the Tender Offer; and (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “"senior security” " is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund exchanges, Issuer redeems, retires or terminates such “"senior security” " or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund Issuer (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration Charter or the StatementArticles Supplementary, except as permitted by the Declaration Charter or the Statement Articles Supplementary or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, Custodian or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) Issuer unless the securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value valued, for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements, (x) with respect to pledges to secure senior securities under any tender option bond trust of which the residual floating rate trust certificates will be owned by the Issuer, in an aggregate amount not less than 70% of their aggregate market value at the time of inception of the trust (by references to prices determined by an independent third-party pricing service) and (y) with respect to all other pledges to secure senior securities, in an aggregate amount not less than 70% of their aggregate market value from time to time (by reference to prices determined by an independent third-party pricing service); provided, that the required collateral value (determined in accordance with clause (x) and/or (y) above, as applicable) under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the FundIssuer; and provided further, that it shall not require the approval of the Majority Participants if any such pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within ten five (105) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration Charter or the StatementArticles Supplementary, whether by merger, consolidation or otherwise, that would materially and negatively affect any preference, right or power of the RVMTP VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(gSection 5(c) and 2.16 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith)Articles Supplementary. In addition, if the Board of Trustees Directors shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the StatementArticles Supplementary, the Fund Issuer shall notify the Holders of the RVMTP VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees Directors shall designate a replacement to such index as agreed to between the Fund Issuer and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees Directors shall be the index in effect for purposes of the Statement Articles Supplementary until a new index has been approved by the Fund Issuer and the Majority Participants.
Appears in 3 contracts
Samples: VMTP Purchase Agreement (Bank of America Corp /De/), VMTP Purchase Agreement (Bank of America Corp /De/), VMTP Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP AMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.158.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP AMTP Shares.
(b) The Fund issuing or permitting suffering to exist any “"senior security” " (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP AMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP AMTP Shares and costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “"senior security” " is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “"senior security” " or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten five (105) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP AMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(h) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP AMTP Shares or the APS and, in each case, the and costs incurred in connection therewith)) of the Statement. In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP AMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 3 contracts
Samples: Exchange Agreement (Bank of America Corp /De/), Exchange Agreement (Bank of America Corp /De/), Exchange Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees Directors will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares.
(b) The Fund Issuer issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund exchanges, Issuer redeems, retires or terminates such “senior security” or otherwise cures such non-compliance noncompliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund Issuer (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or Articles, including the Statement, except as permitted by the Declaration or the Statement Articles or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund Issuer (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the FundIssuer) unless the securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the FundIssuer; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within ten five (105) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or Articles, including the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).Common Stock; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred SharesStock, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees Directors shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund Issuer shall notify the Holders of the RVMTP VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees Directors shall designate a replacement to such index as agreed to between the Fund Issuer and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees Directors shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund Issuer and the Majority Participants.
Appears in 3 contracts
Samples: VMTP Purchase Agreement (Bank of America Corp /De/), VMTP Purchase Agreement (Bank of America Corp /De/), VMTP Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares.
(b) The Fund issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 3 contracts
Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP MFP Shares.
(b) The Fund issuing or permitting suffering to exist any other “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund), except (i) borrowings for temporary purposes in an amount not to exceed 5% the Series A MuniFund Preferred Shares, the MFP Shares, including the Existing Series B MFP Shares and the Additional MFP Shares, outstanding as of the assets of the Funddate hereof, which borrowings are repaid within sixty (60) days of the incurrence thereof; (ii) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding MFP Shares, and the RVMTP Shares and payment of costs incurred in connection therewith; (iii) the Fund’s previously issued and outstanding Auction , or senior securities consisting of Preferred Shares, if anywhich, not purchased pursuant to or the Tender Offer; (iv) proceeds from the issuance of which, will be used only for the exchange (for Preferred Shares other than MFP Shares), redemption, repayment or repurchase of any outstanding senior securities securities, including Preferred Shares, and the payment of costs incurred in connection therewith, provided, in each case, that the form amount of Preferred Shares that are pari passu being issued may be rounded up to the RVMTP Shares (includingnearest $1,000,000 aggregate liquidation preference, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund Fund, other than as provided above, it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementDeclaration, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) Business Days of receiving notice of the existence thereofDeclaration.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the StatementStatement applicable to the Variable Rate Mode to which this Agreement relates or the Variable Rate Mode Supplement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP MFP Shares or differently from, and adversely relative to, the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(gSection 2.3(g) and 2.16 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith)Mode Supplement. In addition, if the Board of Trustees shall designate a replacement (the “Replacement”) to the S&P SIFMA Municipal Bond 7 Day High Grade Rate Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the StatementVariable Rate Mode Supplement, the Fund shall notify the Holders of the RVMTP MFP Shares within five (5) Business Days of such designation, and and, if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacementReplacement, the Board of Trustees shall designate a replacement to such index the Replacement as agreed to between the Fund and the Majority Participants. In such event, the replacement index Replacement initially approved by the Board of Trustees shall be the index replacement to the SIFMA Municipal Swap Index in effect for purposes of the Statement Variable Rate Mode Supplement until a new index replacement to the SIFMA Municipal Swap Index has been approved by the Fund and the Majority Participants.
Appears in 2 contracts
Samples: Additional Series B Munifund Preferred Shares Purchase Agreement (Toronto Dominion Investments, Inc.), Additional Series B Munifund Preferred Shares Purchase Agreement (Toronto Dominion Investments, Inc.)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares.
(b) The Fund Issuer issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund exchanges, Issuer redeems, retires or terminates such “senior security” or otherwise cures such non-compliance noncompliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund Issuer (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or Declaration, including the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund Issuer (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the FundIssuer) unless the securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the FundIssuer; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within ten five (105) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or Declaration, including the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund Issuer shall notify the Holders of the RVMTP VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund Issuer and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund Issuer and the Majority Participants.
Appears in 2 contracts
Samples: Registration Rights Agreement (Bank of America Corp /De/), VMTP Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees Directors will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares.
(b) The Fund Issuer issuing or permitting suffering to exist any “"senior security” " (as defined in the 1940 Act as of the date hereof hereof, but not including a Derivative Contract, or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; 60 days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and costs incurred in connection therewith; , (iii) the Fund’s Issuer's previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; APS and (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “"senior security” " is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund exchanges, Issuer redeems, retires or terminates such “"senior security” " or otherwise cures such non-compliance within ten (10) five Business Days of receiving notice of the existence thereof.
(c) The Fund Issuer (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration Charter or the StatementArticles Supplementary, except as permitted by the Declaration Charter or the Statement Articles Supplementary or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund Issuer (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the FundIssuer) unless the securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the FundIssuer; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration Charter or the StatementArticles Supplementary, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 of the Statement Articles Supplementary (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees Directors shall designate a replacement to the S&P Municipal Bond 7 Day Weekly High Grade Rate Municipal Index pursuant to the definition of SIFMA Municipal Swap Index contained in the StatementArticles Supplementary, the Fund Issuer shall notify the Holders of the RVMTP VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) 30 days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees Directors shall designate a replacement to such index as agreed to between the Fund Issuer and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees Directors shall be the index in effect for purposes of the Statement Articles Supplementary until a new index has been approved by the Fund Issuer and the Majority Participants.
Appears in 2 contracts
Samples: Purchase Agreement (Bank of America Corp /De/), Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares.
(b) The Fund issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than (i) the RVMTP VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund, except Agreement; (iii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iiiv) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and costs incurred in connection therewith; (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g) and 2.16 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). .
(f) In addition, if the Board designation by the Fund of Trustees shall designate a replacement (the “Replacement”) to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained Benchmark from One-Month LIBOR in the Statement, upon the Fund occurrence of a Benchmark Transition Event or an Early Opt-in Election (each as defined in the Statement), as applicable, shall notify be governed by the Holders terms and conditions as set forth in Section 2.20 of the RVMTP Shares within five (5) Business Days of such designationStatement, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between unless the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index Beneficial Owners agree in effect for purposes writing to implementation of the Statement until a new index has been approved by Replacement pursuant to other provisions of the Fund and the Majority ParticipantsStatement.
Appears in 2 contracts
Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares.
(b) The Fund issuing or permitting suffering to exist any “"senior security” " (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than (i) the RVMTP VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund, except Agreement; (iii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iiiii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and the payment of costs incurred in connection therewith; (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “"senior security” " is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “"senior security” " or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.17 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Muni Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P SIFMA Municipal Bond 7 Day High Grade Rate Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 2 contracts
Samples: Variable Rate Muni Term Preferred Shares Purchase Agreement (Bank of America Corp /De/), Variable Rate Muni Term Preferred Shares Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares.
(b) The Fund issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than (i) the RVMTP VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund, except Agreement; (iii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iiiv) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and costs incurred in connection therewith; (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) vehicle of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 2 contracts
Samples: VMTP Purchase Agreement (Wells Fargo & Company/Mn), VMTP Purchase Agreement (Wells Fargo & Company/Mn)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees Directors will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares unless (i) immediately following such termination, there would be at least one Rating Agency with respect to the VMTP Shares or (ii) it replaces the terminated Rating Agency with another Rating Agency and provides notice thereof to the Holders of such VMTP Shares; provided that such replacement shall no occur unless such replacement other Rating Agency shall have at the time of such replacement (i) published a rating for the VMTP Shares and (ii) entered into an agreement with the Issuer to continue to publish such rating subject to the Rating Agency’s customary conditions.
(b) The Fund Issuer issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof hereof, but not including a Derivative Contract, or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and costs incurred in connection therewith; , (iii) any outstanding APS as the Fund’s previously issued and outstanding Auction Preferred Sharesdate hereof, if any, not purchased pursuant to the Tender Offer; (iv) the Issuer’s issuance of senior securities in the form tender options bonds or creation of Preferred Shares that are pari passu to the RVMTP Shares a tender option bond trust (including, but not limited to, any additional Series of RVMTP Sharesor similar vehicles used for providing financing for municipal obligations and municipal closed-end fund preferred shares), provided that (x) if any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund exchanges, Issuer redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten (10) five Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP Shares or the Holders thereof, provided, however, that (i) a change in the capitalization of the Fund in accordance with Section 2.9 of the Statement shall not be considered to affect the rights and preferences of the RVMTP Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g) and 2.16 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Samples: VMTP Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP 2019 VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees Directors will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP 2019 VMTP Shares.
(b) The Fund Issuer issuing or permitting suffering to exist any “"senior security” " (as defined in the 1940 Act as of the date hereof hereof, but not including a Derivative Contract, or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP 2019 VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; 60 days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP 2019 VMTP Shares and costs incurred in connection therewith; , (iii) the Fund’s Issuer's previously issued and outstanding Auction Preferred APS and 2018 VMTP Shares, if any, not purchased pursuant to the Tender Offer; and (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “"senior security” " is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund exchanges, Issuer redeems, retires or terminates such “"senior security” " or otherwise cures such non-compliance within ten (10) five Business Days of receiving notice of the existence thereof.
(c) The Fund Issuer (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration Charter or the StatementArticles Supplementary, except as permitted by the Declaration Charter or the Statement Articles Supplementary or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund Issuer (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the FundIssuer) unless the securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the FundIssuer; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration Charter or the StatementArticles Supplementary, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP 2019 VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 of the Statement Articles Supplementary (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP 2019 VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees Directors shall designate a replacement to the S&P Municipal Bond 7 Day Weekly High Grade Rate Municipal Index pursuant to the definition of SIFMA Municipal Swap Index contained in the StatementArticles Supplementary, the Fund Issuer shall notify the Holders of the RVMTP 2019 VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) 30 days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees Directors shall designate a replacement to such index as agreed to between the Fund Issuer and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees Directors shall be the index in effect for purposes of the Statement Articles Supplementary until a new index has been approved by the Fund Issuer and the Majority Participants.
Appears in 1 contract
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP 2018 VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees Directors will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP 2018 VMTP Shares.
(b) The Fund issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof hereof, but not including a Derivative Contract, or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than (i) the RVMTP 2018 VMTP Shares issued and sold pursuant to acquired as contemplated by this Agreement or indebtedness for borrowed money of the Fund, except (iii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) 60 days of the incurrence thereof; , (iiiii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP 2018 VMTP Shares and costs incurred in connection therewith; , (iiiiv) the Fund’s previously issued and outstanding Auction Preferred 2019 VMTP Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten (10) five Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration Charter or the StatementArticles, except as permitted by the Declaration Charter or the Statement Articles or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration Charter or the StatementArticles, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP 2018 VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 of the Statement Articles (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP 2018 VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP MFP Shares.
(b) The Fund issuing or permitting suffering to exist any other “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund), except (i) borrowings for temporary purposes the Series 1 Variable Rate Demand Preferred Shares, the Series 2 Variable Rate Demand Preferred Shares, the Series 3 Variable Rate Demand Preferred Shares, the Series 4 Variable Rate Demand Preferred Shares, the Series 5 Variable Rate Demand Preferred Shares, the Series 6 Variable Rate Demand Preferred Shares, the Series 7 Variable Rate Demand Preferred Shares and the Series 8 Variable Rate Demand Preferred Shares outstanding on the date hereof and any other Preferred Shares to be issued in an amount not to exceed 5% of the assets of future by the FundFund as permitted by the Statement and the Supplement, which borrowings are repaid within sixty (60) days of the incurrence thereof; (ii) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding MFP Shares, and the RVMTP Shares and payment of costs incurred in connection therewith; (iii) , provided, that the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form amount of Preferred Shares that are pari passu being issued may be rounded up to the RVMTP Shares (includingnearest $1,000,000 aggregate liquidation preference, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementDeclaration, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the StatementStatement applicable to the Variable Rate Mode to which this Agreement relates or the Supplement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP MFP Shares or differently from, and adversely relative to, the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.3(g) and 2.16 2.10 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith)Supplement. In addition, if the Board of Trustees shall designate a replacement (the “Replacement”) to the S&P SIFMA Municipal Bond 7 Day High Grade Rate Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the StatementSupplement, the Fund shall notify the Holders of the RVMTP MFP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacementReplacement, the Board of Trustees shall designate a replacement to such index the Replacement as agreed to between the Fund and the Majority Participants. In such event, the replacement index Replacement initially approved by the Board of Trustees shall be the index replacement to the SIFMA Municipal Swap Index in effect for purposes of the Statement Supplement until a new index replacement to the SIFMA Municipal Swap Index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Samples: Series a Munifund Preferred Shares Purchase and Exchange Agreement (Wells Fargo & Company/Mn)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP MFP Shares.
(b) The Fund issuing or permitting suffering to exist any other “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund), except (i) borrowings for temporary purposes in an amount not to exceed 5% senior securities consisting of indebtedness outstanding under the assets of the FundCredit Facility, which borrowings are repaid within sixty (60) days of indebtedness shall be paid off on the incurrence thereof; date hereof, (ii) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding MFP Shares, and the RVMTP Shares and payment of costs incurred in connection therewith; (iii) the Fund’s previously issued and outstanding Auction , or senior securities consisting of Preferred Shares, if anywhich, not purchased pursuant to or the Tender Offer; (iv) proceeds from the issuance of which, will be used only for the exchange (for Preferred Shares other than MFP Shares), redemption, repayment or repurchase of any outstanding senior securities securities, including Preferred Shares, and the payment of costs incurred in connection therewith, provided, in each case, that the form amount of Preferred Shares that are pari passu being issued may be rounded up to the RVMTP Shares (includingnearest $1,000,000 aggregate liquidation preference, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund Fund, other than as provided above, it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementDeclaration, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) Business Days of receiving notice of the existence thereofDeclaration.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the StatementStatement applicable to the Variable Rate Mode to which this Agreement relates or the Variable Rate Mode Supplement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP MFP Shares or differently from, and adversely relative to, the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(gSection 2.3(g) and 2.16 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith)Mode Supplement. In addition, if the Board of Trustees shall designate a replacement (the “Replacement”) to the S&P SIFMA Municipal Bond 7 Day High Grade Rate Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the StatementVariable Rate Mode Supplement, the Fund shall notify the Holders of the RVMTP MFP Shares within five (5) Business Days of such designation, and and, if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacementReplacement, the Board of Trustees shall designate a replacement to such index the Replacement as agreed to between the Fund and the Majority Participants. In such event, the replacement index Replacement initially approved by the Board of Trustees shall be the index replacement to the SIFMA Municipal Swap Index in effect for purposes of the Statement Variable Rate Mode Supplement until a new index replacement to the SIFMA Municipal Swap Index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Samples: Initial Series a Munifund Preferred Shares Purchase Agreement (Toronto Dominion Investments, Inc.)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP AMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.158.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP AMTP Shares.
(b) The Fund issuing or permitting suffering to exist (A) any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP AMTP Shares issued and sold subject to the 2023 Transition pursuant to this Agreement or Agreement, currently outstanding Adjustable Rate MuniFund Term Preferred Shares, Series 2028, of the Fund, and currently outstanding Adjustable Rate MuniFund Term Preferred Shares, Series 2032, of the Fund, (B) indebtedness for borrowed money of the Fund, except in each case (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP AMTP Shares and costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereofthereof or (C) repurchase agreement arrangements (entered into for purposes of borrowing money), except to the extent that such arrangements in aggregate do not exceed 5% of the total assets of the Fund.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten five (105) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP AMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(i) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP AMTP Shares or the APS and, in each case, the and costs incurred in connection therewith)) of the Statement. In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP AMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Samples: Amtp Shares Transition Agreement (Wells Fargo & Company/Mn)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees Directors will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares unless (i) immediately following such termination, there would be at least one Rating Agency with respect to such VMTP Shares or (ii) it replaces the terminated Rating Agency with another Rating Agency and provides notice thereof to the Holders of such VMTP Shares; provided that such replacement shall not occur unless such replacement Other Rating Agency shall have at the time of such replacement (i) published a rating for the VMTP Shares and (ii) entered into an agreement with the Issuer to continue to publish such rating subject to the Rating Agency’s customary conditions.
(b) The Fund Issuer issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof hereof, but not including a Derivative Contract, or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP VMTP Shares issued and sold pursuant to this Agreement on the Effective Date or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and costs incurred in connection therewith; , (iii) the FundIssuer’s previously issued and outstanding Auction Preferred Sharesissuance of tender option bonds or creation or a tender option bond trust, if any, not purchased pursuant to the Tender Offer; and (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund exchanges, Issuer redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP Shares or the Holders thereof, provided, however, that (i) a change in the capitalization of the Fund in accordance with Section 2.9 of the Statement shall not be considered to affect the rights and preferences of the RVMTP Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g) and 2.16 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Samples: VMTP Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP MFP Shares.
(b) The Fund issuing or permitting suffering to exist any other “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund), except (i) borrowings for temporary purposes in an amount not to exceed 5% the Series 1, Series 2 and Series 3 Variable Rate Demand Preferred Shares, the Series 2019 Variable Rate MuniFund Term Preferred Shares and the Series 2017 Institutional MuniFund Term Preferred Shares outstanding as of the assets of the Funddate hereof, which borrowings are repaid within sixty (60) days of the incurrence thereof; (ii) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding MFP Shares, and the RVMTP Shares and payment of costs incurred in connection therewith; (iii) the Fund’s previously issued and outstanding Auction , or senior securities consisting of Preferred Shares, if anywhich, not purchased pursuant to or the Tender Offer; (iv) proceeds from the issuance of which, will be used only for the exchange (for Preferred Shares other than MFP Shares), redemption, repayment or repurchase of any outstanding senior securities securities, including Preferred Shares, and the payment of costs incurred in connection therewith, provided, in each case, that the form amount of Preferred Shares that are pari passu being issued may be rounded up to the RVMTP Shares (includingnearest $1,000,000 aggregate liquidation preference, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementDeclaration, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) Business Days of receiving notice of the existence thereofDeclaration.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the StatementStatement applicable to the Variable Rate Mode to which this Agreement relates or the Variable Rate Mode Supplement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP MFP Shares or differently from, and adversely relative to, the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(gSection 2.3(g) and 2.16 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith)Mode Supplement. In addition, if the Board of Trustees shall designate a replacement (the “Replacement”) to the S&P Municipal Bond 7 Day High Grade Rate Index One-month LIBOR pursuant to the definition of SIFMA Municipal Swap Index One-month LIBOR contained in the StatementVariable Rate Mode Supplement, the Fund shall notify the Holders of the RVMTP MFP Shares within five (5) Business Days of such designation, and and, if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacementReplacement, the Board of Trustees shall designate a replacement to such index the Replacement as agreed to between the Fund and the Majority Participants. In such event, the replacement index Replacement initially approved by the Board of Trustees shall be the index replacement to One-month LIBOR in effect for purposes of the Statement Variable Rate Mode Supplement until a new index replacement to One-month LIBOR has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Samples: Initial Series a Munifund Preferred Shares Purchase Agreement (Toronto Dominion Investments, Inc.)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP AMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.158.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP AMTP Shares.
(b) The Fund issuing or permitting suffering to exist (A) any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP AMTP Shares issued and sold subject to the 2023 Transition pursuant to this Agreement or Agreement, currently outstanding Adjustable Rate MuniFund Term Preferred Shares, Series 2028, of the Fund, and currently outstanding Adjustable Rate MuniFund Term Preferred Shares, Series 2031, of the Fund, (B) indebtedness for borrowed money of the Fund, except in each case (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP AMTP Shares and costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
thereof or (cC) The Fund repurchase agreement arrangements (i) creating or incurring or permitting to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statemententered into for purposes of borrowing money), except as permitted by to the Declaration or the Statement or (ii) except for any lien for the benefit extent that such arrangements in aggregate do not exceed 5% of the Custodian of the Fund on the total assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP Shares or the Holders thereof, provided, however, that (i) a change in the capitalization of the Fund in accordance with Section 2.9 of the Statement shall not be considered to affect the rights and preferences of the RVMTP Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g) and 2.16 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Samples: Amtp Shares Transition Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP MFP Shares.
(b) The Fund issuing or permitting suffering to exist any other “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund), except (i) borrowings for temporary purposes in an amount not to exceed 5% the Series A MuniFund Preferred Shares, the Series 1 Variable Rate Demand Preferred Shares, the Series 2 Variable Rate Demand Preferred Shares, the Series 3 Variable Rate Demand Preferred Shares, the Series 2028 Adjustable Rate MuniFund Term Preferred Shares and the Series 2028-1 Adjustable Rate MuniFund Term Preferred Shares outstanding as of the assets of date hereof or any other Preferred Shares to be issued in the Fundfuture by the Fund as permitted by the Statement and the Variable Rate Mode Supplement, which borrowings are repaid within sixty (60) days of the incurrence thereof; (ii) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding MFP Shares, and the RVMTP Shares and payment of costs incurred in connection therewith; (iii) , provided, that the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form amount of Preferred Shares that are pari passu being issued may be rounded up to the RVMTP Shares (includingnearest $1,000,000 aggregate liquidation preference, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementDeclaration, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar investment vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the StatementStatement applicable to the Variable Rate Mode to which this Agreement relates or the Variable Rate Mode Supplement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP MFP Shares or differently from, and adversely relative to, the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.3(g) and 2.16 2.11 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith)Mode Supplement. In addition, if the Board of Trustees shall designate a replacement (the “Replacement”) to the S&P SIFMA Municipal Bond 7 Day High Grade Rate Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the StatementVariable Rate Mode Supplement, the Fund shall notify the Holders of the RVMTP MFP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacementReplacement, the Board of Trustees shall designate a replacement to such index the Replacement as agreed to between the Fund and the Majority Participants. In such event, the replacement index Replacement initially approved by the Board of Trustees shall be the index replacement to the SIFMA Municipal Swap Index in effect for purposes of the Statement Variable Rate Mode Supplement until a new index replacement to the SIFMA Municipal Swap Index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Samples: Munifund Preferred Shares Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP AMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.158.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP AMTP Shares.
(b) The Fund issuing or permitting suffering to exist (A) any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP AMTP Shares issued and sold pursuant to this Agreement or and currently outstanding Adjustable Rate MuniFund Term Preferred Shares, Series 2028 and Adjustable Rate MuniFund Term Preferred Shares, Series 2031, of the Fund, (B) indebtedness for borrowed money of the Fund, except in each case (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP AMTP Shares and costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereofthereof or (C) repurchase agreement arrangements (entered into for purposes of borrowing money), except to the extent that such arrangements in aggregate do not exceed 5% of the total assets of the Fund.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten five (105) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP AMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(h) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP AMTP Shares or the APS and, in each case, the and costs incurred in connection therewith)) of the Statement. In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP AMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares.
(b) The Fund issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than (i) the RVMTP VMTP Shares issued and sold pursuant to this Agreement Agreement; (ii) any other Preferred Shares Outstanding or indebtedness for borrowed money of to be issued in the Fund, except future by the Fund as permitted by the Statement; (iiii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iiiv) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and the payment of costs incurred in connection therewith; (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementDeclaration, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehiclesingle-purpose investment vehicle whether or not in the form of a trust or having a specific tender option) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP MFP Shares.
(b) The Fund issuing or permitting suffering to exist any other “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund), except (i) borrowings for temporary purposes the Series 1 Variable Rate Demand Preferred Shares, the Series 2 Variable Rate Demand Preferred Shares, the Series 3 Variable Rate Demand Preferred Shares, the Variable Rate MuniFund Term Preferred Shares, Series 2019 and the Variable Rate MuniFund Term Preferred Shares, Series 2019-1 outstanding on the date hereof and any other Preferred Shares to be issued in an amount not to exceed 5% of the assets of future by the FundFund as permitted by the Statement and the Supplement, which borrowings are repaid within sixty (60) days of the incurrence thereof; (ii) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding MFP Shares, and the RVMTP Shares and payment of costs incurred in connection therewith; (iii) , provided, that the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form amount of Preferred Shares that are pari passu being issued may be rounded up to the RVMTP Shares (includingnearest $1,000,000 aggregate liquidation preference, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementDeclaration, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the StatementStatement applicable to the Variable Rate Mode to which this Agreement relates or the Supplement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP MFP Shares or differently from, and adversely relative to, the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.3(g) and 2.16 2.10 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith)Supplement. In addition, if the Board of Trustees shall designate a replacement (the “Replacement”) to the S&P SIFMA Municipal Bond 7 Day High Grade Rate Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the StatementSupplement, the Fund shall notify the Holders of the RVMTP MFP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacementReplacement, the Board of Trustees shall designate a replacement to such index the Replacement as agreed to between the Fund and the Majority Participants. In such event, the replacement index Replacement initially approved by the Board of Trustees shall be the index replacement to the SIFMA Municipal Swap Index in effect for purposes of the Statement Supplement until a new index replacement to the SIFMA Municipal Swap Index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Samples: Series a Munifund Preferred Shares Purchase and Exchange Agreement (Wells Fargo & Company/Mn)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP New VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP New VMTP Shares.
(b) The Fund Issuer issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP New VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP New VMTP Shares and costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund exchanges, Issuer redeems, retires or terminates such “senior security” or otherwise cures such non-compliance noncompliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund Issuer (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund Issuer (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the FundIssuer) unless the securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the FundIssuer; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within ten five (105) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP New VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP New VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund Issuer shall notify the Holders of the RVMTP New VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund Issuer and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund Issuer and the Majority Participants.
Appears in 1 contract
Samples: VMTP Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees Directors will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares.
(b) The Fund Issuer issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) Preferred Stock outstanding as of the closing date of the Merger as set forth on Schedule 1,(ii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (iiiii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and costs incurred in connection therewith; (iii) the Fund’s previously issued , and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund exchanges, Issuer redeems, retires or terminates such “senior security” or otherwise cures such non-compliance noncompliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund Issuer (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or Articles, including the Statement, except as permitted by the Declaration or the Statement Articles or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund Issuer (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the FundIssuer) unless the securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the FundIssuer; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within ten five (105) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or Articles, including the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).Common Stock; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred SharesStock, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees Directors shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund Issuer shall notify the Holders of the RVMTP VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees Directors shall designate a replacement to such index as agreed to between the Fund Issuer and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees Directors shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund Issuer and the Majority Participants.. CHICAGO/#2606898.5
Appears in 1 contract
Samples: VMTP Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees Directors will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP New VMTP Shares.
(b) The Fund issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP New VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; 60 days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP New VMTP Shares and costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten (10) five Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementCharter, except as permitted by the Declaration or the Statement Charter or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or Charter, including the StatementArticles Supplementary, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP New VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).Common Stock; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 of the Statement Articles Supplementary (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred SharesStock, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP New VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees Directors shall designate a replacement to the S&P Municipal Bond 7 Day Weekly High Grade Rate Municipal Index pursuant to the definition of SIFMA Municipal Swap Index contained in the StatementArticles Supplementary, the Fund shall notify the Holders of the RVMTP New VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) 30 days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees Directors shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees Directors shall be the index in effect for purposes of the Statement Articles Supplementary until a new index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP Shares.
(b) The Fund Issuer issuing or permitting to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; , (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares Shares, and costs incurred in connection therewith; , (iii) the FundIssuer’s previously issued and outstanding Auction Preferred Series 2049-A RVMTP Shares, if any, not purchased pursuant to the Tender Offer; (iv) the Issuer’s previously issued and outstanding Series 2050-A RVMTP Shares, (v) the Issuer’s previously issued and outstanding Series 2050-B RVMTP Shares, (vi) the Issuer’s previously issued and outstanding Series 2051-A RVMTP Shares, (vii) the Issuer’s previously issued and outstanding Series 2052-A RVMTP Shares (viii) the issuance of senior securities in the form additional series of Remarketable Variable Rate MuniFund Term Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP or other Preferred Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (vix) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund Issuer exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten (10) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP Shares or the Holders thereof, provided, however, that (i) a change in the capitalization of the Fund in accordance with Section 2.9 of the Statement shall not be considered to affect the rights and preferences of the RVMTP Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g) and 2.16 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Samples: RVMTP Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP MFP Shares.
(b) The Fund issuing or permitting suffering to exist any other “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund), except (i) borrowings for temporary purposes in an amount not to exceed 5% the Series 1, Series 2 and Series 3 Variable Rate Demand Preferred Shares, the Series 2019 Variable Rate MuniFund Term Preferred Shares and the Series A MuniFund Preferred Shares outstanding as of the assets of the Funddate hereof, which borrowings are repaid within sixty (60) days of the incurrence thereof; (ii) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding MFP Shares, and the RVMTP Shares and payment of costs incurred in connection therewith; (iii) the Fund’s previously issued and outstanding Auction , or senior securities consisting of Preferred Shares, if anywhich, not purchased pursuant to or the Tender Offer; (iv) proceeds from the issuance of which, will be used only for the exchange (for Preferred Shares other than MFP Shares), redemption, repayment or repurchase of any outstanding senior securities securities, including Preferred Shares, and the payment of costs incurred in connection therewith, provided, in each case, that the form amount of Preferred Shares that are pari passu being issued may be rounded up to the RVMTP Shares (includingnearest $1,000,000 aggregate liquidation preference, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund Fund, other than as provided above, it shall not require the approval of the Majority Participants if the Fund exchangesexchanges (in accordance with clause (ii) above), redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementDeclaration, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) Business Days of receiving notice of the existence thereofDeclaration.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the StatementStatement applicable to the Variable Rate Mode to which this Agreement relates or the Supplement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP MFP Shares or differently from, and adversely relative to, the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(gSection 2.3(g) and 2.16 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith)Supplement. In addition, if the Board of Trustees shall designate a replacement (the “Replacement”) to the S&P SIFMA Municipal Bond 7 Day High Grade Rate Swap Index pursuant to the definition of the SIFMA Municipal Swap Index contained in the StatementSupplement, the Fund shall notify the Holders of the RVMTP MFP Shares within five (5) Business Days of such designation, and and, if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacementReplacement, the Board of Trustees shall designate a replacement to such index the Replacement as agreed to between the Fund and the Majority Participants. In such event, the replacement index Replacement initially approved by the Board of Trustees shall be the index replacement to the SIFMA Municipal Swap Index in effect for purposes of the Statement Supplement until a new index replacement to the SIFMA Municipal Swap Index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Samples: Purchase Agreement (Toronto Dominion Investments, Inc.)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP Shares.
(b) The Fund Issuer issuing or permitting to exist any “"senior security” " (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; , (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares Shares, and costs incurred in connection therewith; , (iii) the FundIssuer’s previously issued and outstanding Auction Preferred Series 2022 VMTP Shares, if any, not purchased pursuant to the Tender Offer; (iv) the Issuer’s previously issued and outstanding Series 2049-A RVMTP Shares, (v) the issuance of senior securities in the form additional series of Remarketable Variable Rate MuniFund Term Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP or other Preferred Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (vvi) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “"senior security” " is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund Issuer exchanges, redeems, retires or terminates such “"senior security” " or otherwise cures such non-compliance within ten (10) Business Days of receiving notice of the existence thereof.
(c) The Fund Issuer (i) creating or incurring or permitting to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund Issuer (including under any tender option bond trust (or similar vehiclevehicle used for providing financing for municipal obligations and municipal closed-end fund preferred shares) of which the residual floating rate trust certificates will be owned by the FundIssuer) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the FundIssuer; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within ten (10) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP Shares or the Holders thereof, thereof provided, however, that (i) a change in the capitalization of the Fund Issuer in accordance with Section 2.9 of the Statement shall not be considered to affect the rights and preferences of the RVMTP Shares, and (ii) a division of a VMTP an RVMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP an RVMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP RVMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP RVMTP Share (other than solely as a result of a division of a VMTP an RVMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.6(h) and 2.16 of the Statement (other than the issuance of additional series of Remarketable Variable Rate MuniFund Term Preferred Shares, including, but not limited to, any additional Series of RVMTP Shares, or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund Issuer shall notify the Holders of the RVMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund Issuer and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund Issuer and the Majority Participants.
Appears in 1 contract
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees Directors will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares unless (i) immediately following such termination, there would be at least one Rating Agency with respect to the VMTP Shares or (ii) it replaces the terminated Rating Agency with another Rating Agency and provides notice thereof to the Holders of such VMTP Shares; provided that such replacement shall no occur unless such replacement other Rating Agency shall have at the time of such replacement (i) published a rating for the VMTP Shares and (ii) entered into an agreement with the Issuer to continue to publish such rating subject to the Rating Agency’s customary conditions.
(b) The Fund Issuer issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof hereof, but not including a Derivative Contract, or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and costs incurred in connection therewith; , (iii) any outstanding APS as the Fund’s previously issued and outstanding Auction Preferred Sharesdate hereof, if any, not purchased pursuant to the Tender Offer; (iv) the Issuer’s issuance of senior securities in the form tender options bonds or creation of Preferred Shares that are pari passu to the RVMTP Shares a tender option bond trust (including, but not limited to, any additional Series of RVMTP Sharesor similar vehicles used for providing financing for municipal obligations and municipal closed-end fund preferred shares), provided that (x) if any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund exchanges, Issuer redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten (10) five Business Days of receiving notice of the existence thereof.
(c) The Fund Issuer (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration Charter or the StatementArticles Supplementary, except as permitted by the Declaration Charter or the Statement Articles Supplementary or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund Issuer (including under any tender option bond trust (or similar vehiclevehicles used for providing financing for municipal obligations and municipal closed-end fund preferred shares) of which the residual floating rate trust certificates will be owned by the FundIssuer) unless the securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the FundIssuer; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within ten five (105) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP Shares or the Holders thereof, provided, however, that (i) a change in the capitalization of the Fund in accordance with Section 2.9 of the Statement shall not be considered to affect the rights and preferences of the RVMTP Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g) and 2.16 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Samples: VMTP Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP MFP Shares.
(b) The Fund issuing or permitting suffering to exist any other “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund), except (i) borrowings for temporary purposes in an amount not to exceed 5% the Series A MuniFund Preferred Shares outstanding as of the assets of the Funddate hereof, which borrowings are repaid within sixty (60) days of the incurrence thereof; (ii) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding MFP Shares, and the RVMTP Shares and payment of costs incurred in connection therewith; (iii) the Fund’s previously issued and outstanding Auction , or senior securities consisting of Preferred Shares, if anywhich, not purchased pursuant to or the Tender Offer; (iv) proceeds from the issuance of which, will be used only for the exchange (for Preferred Shares other than MFP Shares), redemption, repayment or repurchase of any outstanding senior securities securities, including Preferred Shares, and the payment of costs incurred in connection therewith, provided, in each case, that the form amount of Preferred Shares that are pari passu being issued may be rounded up to the RVMTP Shares (includingnearest $1,000,000 aggregate liquidation preference, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund Fund, other than as provided above, it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementDeclaration, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) Business Days of receiving notice of the existence thereofDeclaration.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the StatementStatement applicable to the Variable Rate Mode to which this Agreement relates or the Variable Rate Mode Supplement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP MFP Shares or differently from, and adversely relative to, the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(gSection 2.3(g) and 2.16 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith)Mode Supplement. In addition, if the Board of Trustees shall designate a replacement (the “Replacement”) to the S&P SIFMA Municipal Bond 7 Day High Grade Rate Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the StatementVariable Rate Mode Supplement, the Fund shall notify the Holders of the RVMTP MFP Shares within five (5) Business Days of such designation, and and, if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacementReplacement, the Board of Trustees shall designate a replacement to such index the Replacement as agreed to between the Fund and the Majority Participants. In such event, the replacement index Replacement initially approved by the Board of Trustees shall be the index replacement to the SIFMA Municipal Swap Index in effect for purposes of the Statement Variable Rate Mode Supplement until a new index replacement to the SIFMA Municipal Swap Index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Samples: Initial Series B Munifund Preferred Shares Purchase Agreement (Toronto Dominion Bank)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP Series 8 VRDP Shares.
(b) The Fund issuing or permitting suffering to exist any other “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund), except (i) borrowings for temporary purposes the Series 2019 Variable Rate MuniFund Term Preferred Shares, the Series 1 Variable Rate Demand Preferred Shares, the Series 2 Variable Rate Demand Preferred Shares, the Series 3 Variable Rate Demand Preferred Shares, the Series 4 Variable Rate Demand Preferred Shares, the Series 5 Variable Rate Demand Preferred Shares, the Series 6 Variable Rate Demand Preferred Shares and the Series 7 Variable Rate Demand Preferred Shares outstanding on the date hereof and any other Preferred Shares to be issued in an amount not to exceed 5% of the assets of future by the FundFund as permitted by the Statement and the Notice, which borrowings are repaid within sixty (60) days of the incurrence thereof; (ii) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding Series 8 VRDP Shares, and the RVMTP Shares and payment of costs incurred in connection therewith; (iii) , provided, that the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form amount of Preferred Shares that are pari passu being issued may be rounded up to the RVMTP Shares (includingnearest $1,000,000 aggregate liquidation preference, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementDeclaration, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the StatementStatement applicable to the Special Rate Period to which this Agreement relates or the Notice, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP Series 8 VRDP Shares or differently from, and adversely relative to, the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.4(g) and 2.16 2.14 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith)Notice. In addition, if the Board of Trustees shall designate a replacement (the “Replacement”) to the S&P SIFMA Municipal Bond 7 Day High Grade Rate Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the StatementNotice, the Fund shall notify the Holders of the RVMTP Series 8 VRDP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacementReplacement, the Board of Trustees shall designate a replacement to such index the Replacement as agreed to between the Fund and the Majority Participants. In such event, the replacement index Replacement initially approved by the Board of Trustees shall be the index replacement to the SIFMA Municipal Swap Index in effect for purposes of the Statement Notice until a new index replacement to the SIFMA Municipal Swap Index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees Directors will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares unless (i) immediately following such termination, there would be at least one Rating Agency with respect to such VMTP Shares or (ii) it replaces the terminated Rating Agency with another Rating Agency and provides notice thereof to the Holders of such VMTP Shares; provided that such replacement shall not occur unless such replacement Other Rating Agency shall have at the time of such replacement (i) published a rating for the VMTP Shares and (ii) entered into an agreement with the Issuer to continue to publish such rating subject to the Rating Agency's customary conditions.
(b) The Fund Issuer issuing or permitting suffering to exist any “"senior security” " (as defined in the 1940 Act as of the date hereof hereof, but not including a Derivative Contract, or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP VMTP Shares issued and sold pursuant to this Agreement on the Effective Date or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and costs incurred in connection therewith; , (iii) the Fund’s previously issued and outstanding Auction Preferred SharesIssuer's issuance of tender option bonds or creation or a tender option bond trust, if any, not purchased pursuant to the Tender Offer; and (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “"senior security” " is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund exchanges, Issuer redeems, retires or terminates such “"senior security” " or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP Shares or the Holders thereof, provided, however, that (i) a change in the capitalization of the Fund in accordance with Section 2.9 of the Statement shall not be considered to affect the rights and preferences of the RVMTP Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g) and 2.16 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees Directors will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares.
(b) The Fund Issuer issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; 60 days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund exchanges, Issuer redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten (10) five Business Days of receiving notice of the existence thereof.
(c) The Fund Issuer (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementCharter, except as permitted by the Declaration or the Statement Charter or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund Issuer (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the FundIssuer) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the FundIssuer; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or Charter, including the StatementArticles Supplementary, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).Common Stock; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 of the Statement Articles Supplementary (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred SharesStock, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees Directors shall designate a replacement to the S&P Municipal Bond 7 Day Weekly High Grade Rate Municipal Index pursuant to the definition of SIFMA Municipal Swap Index contained in the StatementArticles Supplementary, the Fund Issuer shall notify the Holders of the RVMTP VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) 30 days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees Directors shall designate a replacement to such index as agreed to between the Fund Issuer and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees Directors shall be the index in effect for purposes of the Statement Articles Supplementary until a new index has been approved by the Fund Issuer and the Majority Participants.
Appears in 1 contract
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP Series 5 VRDP Shares.
(b) The Fund issuing or permitting suffering to exist any other “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund), except (i) borrowings for temporary purposes in an amount not to exceed 5% the Series 1, Series 2, Series 3 and Series 4 Variable Rate Demand Preferred Shares, the Series 2018 Variable Rate MuniFund Term Preferred Shares and the Series 2019 Variable Rate MuniFund Term Preferred Shares outstanding as of the assets of date hereof or any other Preferred Shares to be issued in the Fundfuture by the Fund as permitted by the Statement and the Notice, which borrowings are repaid within sixty (60) days of the incurrence thereof; (ii) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding Series 5 VRDP Shares, and the RVMTP Shares and payment of costs incurred in connection therewith; (iii) , provided, that the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form amount of Preferred Shares that are pari passu being issued may be rounded up to the RVMTP Shares (includingnearest $1,000,000 aggregate liquidation preference, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementDeclaration, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the StatementStatement applicable to the Special Rate Period to which this Agreement relates or the Notice, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP Series 5 VRDP Shares or differently from, and adversely relative to, the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.4(g) and 2.16 2.14 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith)Notice. In addition, if the Board of Trustees shall designate a replacement (the “Replacement”) to the S&P Municipal Bond 7 Day High Grade Rate Index One-month LIBOR pursuant to the definition of SIFMA Municipal Swap Index One-month LIBOR contained in the StatementNotice, the Fund shall notify the Holders of the RVMTP Series 5 VRDP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacementReplacement, the Board of Trustees shall designate a replacement to such index the Replacement as agreed to between the Fund and the Majority Participants. In such event, the replacement index Replacement initially approved by the Board of Trustees shall be the index replacement to One-month LIBOR in effect for purposes of the Statement Notice until a new index replacement to One-month LIBOR has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP Series 2 VRDP Shares.
(b) The Fund issuing or permitting suffering to exist any other “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund), except (i) borrowings for temporary purposes in an amount not to exceed 5% the Series 2 and Series 3 Variable Rate Demand Preferred Shares, and the Series 2019 Variable Rate MuniFund Term Preferred Shares outstanding as of the assets of date hereof or any other Preferred Shares to be issued in the Fundfuture by the Fund as permitted by the Statement and the Notice, which borrowings are repaid within sixty (60) days of the incurrence thereof; (ii) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding Series 2 VRDP Shares, and the RVMTP Shares and payment of costs incurred in connection therewith; (iii) , provided, that the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form amount of Preferred Shares that are pari passu being issued may be rounded up to the RVMTP Shares (includingnearest $1,000,000 aggregate liquidation preference, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementDeclaration, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the StatementStatement applicable to the Special Rate Period to which this Agreement relates or the Notice, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP Series 2 VRDP Shares or differently from, and adversely relative to, the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.4(g) and 2.16 2.14 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith)Notice. In addition, if the Board of Trustees shall designate a replacement (the “Replacement”) to the S&P Municipal Bond 7 Day High Grade Rate Index One-month LIBOR pursuant to the definition of SIFMA Municipal Swap Index One-month LIBOR contained in the StatementNotice, the Fund shall notify the Holders of the RVMTP Series 2 VRDP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacementReplacement, the Board of Trustees shall designate a replacement to such index the Replacement as agreed to between the Fund and the Majority Participants. In such event, the replacement index Replacement initially approved by the Board of Trustees shall be the index replacement to One-month LIBOR in effect for purposes of the Statement Notice until a new index replacement to One-month LIBOR has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees Directors will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares unless (i) immediately following such termination, there would be at least one Rating Agency with respect to the VMTP Shares or (ii) it replaces the terminated Rating Agency with another Rating Agency and provides notice thereof to the Holders of such VMTP Shares; provided that such replacement shall no occur unless such replacement other Rating Agency shall have at the time of such replacement (i) published a rating for the VMTP Shares and (ii) entered into an agreement with the Issuer to continue to publish such rating subject to the Rating Agency's customary conditions.
(b) The Fund Issuer issuing or permitting suffering to exist any “"senior security” " (as defined in the 1940 Act as of the date hereof hereof, but not including a Derivative Contract, or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and costs incurred in connection therewith; , (iii) any outstanding APS as the Fund’s previously issued and outstanding Auction Preferred Sharesdate hereof, if any, not purchased pursuant to the Tender Offer; (iv) the Issuer's issuance of senior securities in the form tender options bonds or creation of Preferred Shares that are pari passu to the RVMTP Shares a tender option bond trust (including, but not limited to, any additional Series of RVMTP Sharesor similar vehicles used for providing financing for municipal obligations and municipal closed-end fund preferred shares), provided that (x) if any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “"senior security” " is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund exchanges, Issuer redeems, retires or terminates such “"senior security” " or otherwise cures such non-compliance within ten (10) five Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP Shares or the Holders thereof, provided, however, that (i) a change in the capitalization of the Fund in accordance with Section 2.9 of the Statement shall not be considered to affect the rights and preferences of the RVMTP Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g) and 2.16 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Samples: VMTP Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares.
(b) The Fund Issuer issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than (x) the RVMTP VMTP Shares issued and sold pursuant to this Agreement the Reorganization, (y) the other Variable Rate MuniFund Term Preferred Shares and the Variable Rate Demand Preferred Shares set forth on Exhibit F hereto, or indebtedness for borrowed money of the Fund, except (z) (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and the payment of costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund Issuer exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance noncompliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund Issuer (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property (y) held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (z) deposited with agents, such as tender and paying agents as provided under the Statement, or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund Issuer (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the FundIssuer) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within ten five (105) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund Issuer shall notify the Holders of the RVMTP VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund Issuer and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund Issuer and the Majority Participants.
Appears in 1 contract
Samples: VMTP Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP 2019 VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP 2019 VMTP Shares unless (i) immediately following such termination, there would be at least one Rating Agency with respect to the 2019 VMTP Shares or (ii) it replaces the terminated Rating Agency with another Rating Agency and provides notice thereof to the Holders of such 2019 VMTP Shares; provided that such replacement shall no occur unless such replacement other Rating Agency shall have at the time of such replacement (i) published a rating for the 2019 VMTP Shares and (ii) entered into an agreement with the Issuer to continue to publish such rating subject to the Rating Agency’s customary conditions.
(b) The Fund Issuer issuing or permitting suffering to exist any “"senior security” " (as defined in the 1940 Act as of the date hereof hereof, but not including a Derivative Contract, or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP 2019 VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP 2019 VMTP Shares and costs incurred in connection therewith; , (iii) any outstanding APS as the Fund’s previously issued and outstanding Auction Preferred Sharesdate hereof, if any, not purchased pursuant to the Tender Offer; (iv) the Issuer’s issuance of senior securities in the form tender options bonds or creation of Preferred Shares that are pari passu to the RVMTP Shares a tender option bond trust (including, but not limited to, any additional Series of RVMTP Sharesor similar vehicles used for providing financing for municipal obligations and municipal closed-end fund preferred shares), provided that (x) if any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “"senior security” " is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund exchanges, Issuer redeems, retires or terminates such “"senior security” " or otherwise cures such non-compliance within ten (10) five Business Days of receiving notice of the existence thereof.
(c) The Fund Issuer (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund Issuer (including under any tender option bond trust (or similar vehiclevehicles used for providing financing for municipal obligations and municipal closed-end fund preferred shares) of which the residual floating rate trust certificates will be owned by the FundIssuer) unless the securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the FundIssuer; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within ten five (105) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP 2019 VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.6(h) and 2.16 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Municipal Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP 2019 VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 7-Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund Issuer shall notify the Holders of the RVMTP 2019 VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacementreplacement (such date of objection, the "Objection Date"), the Board of Trustees shall designate a replacement to such index as agreed to between the Fund Issuer and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund Issuer and the Majority Participants; provided that if the Majority Participants are unable to agree to a new index within ninety (90) days of the Objection Date, such ninetieth 90th day shall be deemed to be a Mandatory Tender Event pursuant to Section 2.5(a)(i)(A) of the Statement and the 2019 VMTP Shares shall be subject to the applicable provision in the Statement relating to such a Mandatory Tender Event.
Appears in 1 contract
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP Shares.
(b) The Fund issuing or permitting to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares and costs incurred in connection therewith; (iii) the Fund’s previously issued and outstanding Auction Previously Issued Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten (10) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP Shares or the Holders thereof, provided, however, that (i) a change in the capitalization of the Fund in accordance with Section 2.9 of the Statement shall not be considered to affect the rights and preferences of the RVMTP Shares, and (ii) a division of a VMTP RVMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP RVMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP RVMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP RVMTP Share (other than solely as a result of a division of a VMTP RVMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g) and 2.16 of the Statement (other than the issuance of additional series of Remarketable Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Samples: RVMTP Purchase Agreement (Wells Fargo & Company/Mn)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP AMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.158.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP AMTP Shares.
(b) The Fund issuing or permitting suffering to exist (A) any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP AMTP Shares issued and sold pursuant to this Agreement or and currently outstanding Adjustable Rate MuniFund Term Preferred Shares, Series 2028, of the Fund, (B) indebtedness for borrowed money of the Fund, except in each case (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP AMTP Shares and costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereofthereof or (C) repurchase agreement arrangements (entered into for purposes of borrowing money), except to the extent that such arrangements in aggregate do not exceed 5% of the total assets of the Fund.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten five (105) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP AMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(h) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP AMTP Shares or the APS and, in each case, the and costs incurred in connection therewith)) of the Statement. In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP AMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares.
(b) The Fund Issuer issuing or permitting to exist any “"senior security” " (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; , (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “"senior security” " is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund Issuer exchanges, redeems, retires or terminates such “"senior security” " or otherwise cures such non-compliance within ten (10) Business Days of receiving notice of the existence thereof.
(c) The Fund Issuer (i) creating or incurring or permitting to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund Issuer (including under any tender option bond trust (or similar vehiclevehicle used for providing financing for municipal obligations and municipal closed-end fund preferred shares) of which the residual floating rate trust certificates will be owned by the FundIssuer) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the FundIssuer; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within ten (10) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP VMTP Shares or the Holders thereof, thereof provided, however, that (i) a change in the capitalization of the Fund Issuer in accordance with Section 2.9 2.8 of the Statement shall not be considered to affect the rights and preferences of the RVMTP VMTP Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP VMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(h) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares (other than additional shares of the VMTP Shares) or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund Issuer shall notify the Holders of the RVMTP VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund Issuer and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund Issuer and the Majority Participants.
Appears in 1 contract
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP AMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.158.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP Series 2028 AMTP Shares or the Series 2028-1 AMTP Shares, as applicable.
(b) The Fund issuing or permitting suffering to exist any “"senior security” " (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP AMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP AMTP Shares and costs incurred in connection therewith; , and (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “"senior security” " is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “"senior security” " or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten five (105) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP AMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(h) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP AMTP Shares or the APS and, in each case, the and costs incurred in connection therewith)) of the Statement. In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP AMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP Shares.
(b) The Fund Issuer issuing or permitting to exist any “"senior security” " (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; , (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares Shares, and costs incurred in connection therewith; , (iii) the FundIssuer’s previously issued and outstanding Auction Preferred Series 2022 VMTP Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form additional series of Remarketable Variable Rate MuniFund Term Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP or other Preferred Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “"senior security” " is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund Issuer exchanges, redeems, retires or terminates such “"senior security” " or otherwise cures such non-compliance within ten (10) Business Days of receiving notice of the existence thereof.
(c) The Fund Issuer (i) creating or incurring or permitting to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund Issuer (including under any tender option bond trust (or similar vehiclevehicle used for providing financing for municipal obligations and municipal closed-end fund preferred shares) of which the residual floating rate trust certificates will be owned by the FundIssuer) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the FundIssuer; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within ten (10) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP Shares or the Holders thereof, thereof provided, however, that (i) a change in the capitalization of the Fund Issuer in accordance with Section 2.9 of the Statement shall not be considered to affect the rights and preferences of the RVMTP Shares, and (ii) a division of a VMTP an RVMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP an RVMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP RVMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP RVMTP Share (other than solely as a result of a division of a VMTP an RVMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.6(h) and 2.16 of the Statement (other than the issuance of additional series of Remarketable Variable Rate MuniFund Term Preferred Shares, including, but not limited to, any additional Series of RVMTP Shares, or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund Issuer shall notify the Holders of the RVMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund Issuer and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund Issuer and the Majority Participants.
Appears in 1 contract
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP 2018 VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees Directors will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP 2018 VMTP Shares.
(b) The Fund Issuer issuing or permitting suffering to exist any “"senior security” " (as defined in the 1940 Act as of the date hereof hereof, but not including a Derivative Contract, or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP 2018 VMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; 60 days, (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP 2018 VMTP Shares and costs incurred in connection therewith; , (iii) the Fund’s Issuer's previously issued and outstanding Auction Preferred APS and Original VMTP Shares, if any, not purchased pursuant to the Tender Offer; and (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “"senior security” " is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund exchanges, Issuer redeems, retires or terminates such “"senior security” " or otherwise cures such non-compliance within ten (10) five Business Days of receiving notice of the existence thereof.
(c) The Fund Issuer (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration Charter or the StatementArticles Supplementary, except as permitted by the Declaration Charter or the Statement Articles Supplementary or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund Issuer (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the FundIssuer) unless the securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value market value of the exposure of each secured party to the credit of the FundIssuer; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration Charter or the StatementArticles Supplementary, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP 2018 VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 of the Statement Articles Supplementary (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP 2018 VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees Directors shall designate a replacement to the S&P Municipal Bond 7 Day Weekly High Grade Rate Municipal Index pursuant to the definition of SIFMA Municipal Swap Index contained in the StatementArticles Supplementary, the Fund Issuer shall notify the Holders of the RVMTP 2018 VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) 30 days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees Directors shall designate a replacement to such index as agreed to between the Fund Issuer and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees Directors shall be the index in effect for purposes of the Statement Articles Supplementary until a new index has been approved by the Fund Issuer and the Majority Participants.
Appears in 1 contract
Samples: VMTP Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP MFP Shares.
(b) The Fund issuing or permitting suffering to exist any “other "senior security” " (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund), except (i) borrowings for temporary purposes the Series 1 Variable Rate Demand Preferred Shares, the Series 2 Variable Rate Demand Preferred Shares, the Series 3 Variable Rate Demand Preferred Shares, the Series 4 Variable Rate Demand Preferred Shares, the Series 5 Variable Rate Demand Preferred Shares, the Series 2018 Variable Rate MuniFund Term Preferred Shares and the Series 2019 Variable Rate MuniFund Term Preferred Shares outstanding on the date hereof and any other Preferred Shares to be issued in an amount not to exceed 5% of the assets of future by the FundFund as permitted by the Statement and the Supplement, which borrowings are repaid within sixty (60) days of the incurrence thereof; (ii) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding MFP Shares, and the RVMTP Shares and payment of costs incurred in connection therewith; (iii) , provided, that the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form amount of Preferred Shares that are pari passu being issued may be rounded up to the RVMTP Shares (includingnearest $1,000,000 aggregate liquidation preference, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “"senior security” " is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “"senior security” " or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementDeclaration, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the StatementStatement applicable to the Variable Rate Mode to which this Agreement relates or the Supplement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP MFP Shares or differently from, and adversely relative to, the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.3(g) and 2.16 2.10 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith)Supplement. In addition, if the Board of Trustees shall designate a replacement (the "Replacement") to the S&P SIFMA Municipal Bond 7 Day High Grade Rate Swap Index pursuant to the definition of SIFMA Municipal Swap Index contained in the StatementSupplement, the Fund shall notify the Holders of the RVMTP MFP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacementReplacement, the Board of Trustees shall designate a replacement to such index the Replacement as agreed to between the Fund and the Majority Participants. In such event, the replacement index Replacement initially approved by the Board of Trustees shall be the index replacement to the SIFMA Municipal Swap Index in effect for purposes of the Statement Supplement until a new index replacement to the SIFMA Municipal Swap Index has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Samples: Series a Munifund Preferred Shares Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without Without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP Series 3 VRDP Shares.
(b) The Fund issuing or permitting suffering to exist any other “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the Fund), except (i) borrowings for temporary purposes in an amount not to exceed 5% the Series 3 and Series 3 Variable Rate Demand Preferred Shares, and the Series 2019 Variable Rate MuniFund Term Preferred Shares outstanding as of the assets of date hereof or any other Preferred Shares to be issued in the Fundfuture by the Fund as permitted by the Statement and the Notice, which borrowings are repaid within sixty (60) days of the incurrence thereof; (ii) the issuance of senior securities consisting of Preferred Shares or the incurrence of indebtedness for borrowed moneyindebtedness, the proceeds from the issuance of which will be used for the exchange, retirement, redemption or repurchase of all Outstanding Series 3 VRDP Shares, and the RVMTP Shares and payment of costs incurred in connection therewith; (iii) , provided, that the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form amount of Preferred Shares that are pari passu being issued may be rounded up to the RVMTP Shares (includingnearest $1,000,000 aggregate liquidation preference, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (viii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementDeclaration, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the StatementStatement applicable to the Special Rate Period to which this Agreement relates or the Notice, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP Series 3 VRDP Shares or differently from, and adversely relative to, the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.4(g) and 2.16 2.14 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith)Notice. In addition, if the Board of Trustees shall designate a replacement (the “Replacement”) to the S&P Municipal Bond 7 Day High Grade Rate Index One-month LIBOR pursuant to the definition of SIFMA Municipal Swap Index One-month LIBOR contained in the StatementNotice, the Fund shall notify the Holders of the RVMTP Series 3 VRDP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacementReplacement, the Board of Trustees shall designate a replacement to such index the Replacement as agreed to between the Fund and the Majority Participants. In such event, the replacement index Replacement initially approved by the Board of Trustees shall be the index replacement to One-month LIBOR in effect for purposes of the Statement Notice until a new index replacement to One-month LIBOR has been approved by the Fund and the Majority Participants.
Appears in 1 contract
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund Issuer nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund Issuer of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP Shares.
(b) The Fund Issuer issuing or permitting to exist any “"senior security” " (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than the RVMTP Shares issued and sold pursuant to this Agreement or indebtedness for borrowed money of the FundIssuer, except (i) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the FundIssuer, which borrowings are repaid within sixty (60) days of the incurrence thereof; , (ii) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares Shares, and costs incurred in connection therewith; , (iii) the FundIssuer’s previously issued and outstanding Auction Preferred Series 2050-B RVMTP Shares, if any, not purchased pursuant to the Tender Offer; (iv) the Issuer’s previously issued and outstanding Series 2051-A RVMTP Shares, (v) the Issuer’s previously issued and outstanding Series 2052-A RVMTP Shares, (vi) the Issuer’s previously issued and outstanding Series 2052-B RVMTP Shares, (vii) the issuance of senior securities in the form additional series of Remarketable Variable Rate MuniFund Term Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP or other Preferred Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (vviii) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “"senior security” " is created or incurred by the Fund Issuer it shall not require the approval of the Majority Participants if the Fund Issuer exchanges, redeems, retires or terminates such “"senior security” " or otherwise cures such non-compliance within ten (10) Business Days of receiving notice of the existence thereof.
(c) The Fund Issuer (i) creating or incurring or permitting to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the Statement, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund Issuer on the assets of the Fund Issuer held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund Issuer (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the FundIssuer) unless the securities pledged pursuant to all such pledge or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the FundIssuer; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund Issuer and the Fund Issuer cures such violation within ten (10) Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation or otherwise, that would affect any preference, right or power of the RVMTP Shares or the Holders thereof, thereof provided, however, that (i) a change in the capitalization of the Fund Issuer in accordance with Section 2.9 of the Statement shall not be considered to affect the rights and preferences of the RVMTP Shares, and (ii) a division of a VMTP an RVMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP an RVMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP RVMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP RVMTP Share (other than solely as a result of a division of a VMTP an RVMTP Share).
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.6(h) and 2.16 of the Statement (other than the issuance of additional series of Remarketable Variable Rate MuniFund Term Preferred Shares, including, but not limited to, any additional Series of RVMTP Shares, or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP Shares or the APS and, in each case, the costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund Issuer shall notify the Holders of the RVMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund Issuer and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund Issuer and the Majority Participants.
Appears in 1 contract
Samples: RVMTP Purchase Agreement (Bank of America Corp /De/)
Consent Rights of the Majority Participants to Certain Actions. For so long as none of the RVMTP VMTP Shares have been registered under the Securities Act, without the affirmative vote or consent of the Majority Participants, neither the Fund nor the Board of Trustees will take or authorize the taking of any of the actions set forth under clauses (a) through (e) of this Section 7.15:
(a) The termination by the Fund of any Rating Agency or the selection of any Other Rating Agency, either in replacement for a Rating Agency or as an additional Rating Agency with respect to the RVMTP VMTP Shares.
(b) The Fund issuing or permitting suffering to exist any “senior security” (as defined in the 1940 Act as of the date hereof or, in the event such definition shall be amended, with such changes to the definition thereof as consented to by the Majority Participants) other than (i) the RVMTP VMTP Shares issued and sold pursuant to this Agreement Agreement; (ii) any other Preferred Shares Outstanding or indebtedness for borrowed money of to be issued in the Fund, except future by the Fund as permitted by the Statement; (iiii) borrowings for temporary purposes in an amount not to exceed 5% of the assets of the Fund, which borrowings are repaid within sixty (60) days of the incurrence thereof; (iiiv) the issuance of senior securities or the incurrence of indebtedness for borrowed money, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares and the payment of costs incurred in connection therewith; (iii) the Fund’s previously issued and outstanding Auction Preferred Shares, if any, not purchased pursuant to the Tender Offer; (iv) the issuance of senior securities in the form of Preferred Shares that are pari passu to the RVMTP Shares (including, but not limited to, any additional Series of RVMTP Shares), provided that (x) any such senior securities be issued in a separate series from any series of RVMTP Shares held by the Purchaser, (y) an Increased Rate Period is not in effect at the time of the issuance of such senior securities, and, (z) for the avoidance of doubt, the Fund will remain in compliance with all applicable Effective Leverage Ratio and 1940 Act Asset Coverage requirements upon and following the issuance of any such senior securities; and (v) as may be otherwise approved or consented to by the Majority Participants, provided that if any such “senior security” is created or incurred by the Fund it shall not require the approval of the Majority Participants if the Fund exchanges, redeems, retires or terminates such “senior security” or otherwise cures such non-compliance within ten five (105) Business Days of receiving notice of the existence thereof.
(c) The Fund (i) creating or incurring or permitting suffering to be incurred or to exist any lien on any other funds, accounts or other property held under the Declaration or the StatementDeclaration, except as permitted by the Declaration or the Statement or (ii) except for any lien for the benefit of the Custodian of the Fund on the assets of the Fund held by such Custodian, or any lien arising by operation of law, pledging any portfolio security to secure any senior securities or other liabilities to be incurred by the Fund (including under any tender option bond trust (or similar vehicle) of which the residual floating rate trust certificates will be owned by the Fund) unless the aggregate securities pledged pursuant to all such pledge pledges or other security arrangements are valued for purposes of such security arrangements in an aggregate amount not less than 70% of their aggregate Market Value market value (determined by an independent third party pricing service) for purposes of determining the value of the collateral required to be posted or otherwise provided under all such security arrangements; provided, that the required collateral value under such security arrangements shall not exceed the Market Value of the exposure of each secured party to the credit of the Fund; and provided further, that it shall not require the approval of the Majority Participants if any pledge or security interest in violation of the preceding sentence is created or incurred by the Fund and the Fund cures such violation within ten (10) five Business Days of receiving notice of the existence thereof.
(d) Approval of any amendment, alteration or repeal of any provision of the Declaration or the Statement, whether by merger, consolidation consolidation, reorganization or otherwise, that would affect any preference, right or power of the RVMTP VMTP Shares or differentially from the Holders thereof, provided, however, that (i) a change in the capitalization rights of the Fund in accordance with Section 2.9 holders of the Statement shall not be considered to affect the rights and preferences of the RVMTP Common Shares, and (ii) a division of a VMTP Share shall be deemed to affect such preferences, rights or powers only if the terms of such division materially and adversely affect the Holders of the RVMTP Shares. For purposes of the foregoing, no matter shall be deemed to affect any preference, right or power of a VMTP Share of any Series or the Holder thereof unless such matter (A) alters or abolishes any preferential right of such VMTP Share, or (B) creates, alters or abolishes any right in respect of redemption of such VMTP Share (other than solely as a result of a division of a VMTP Share).; or
(e) Approval of any action to be taken pursuant to Sections 2.6(g2.5(g) and 2.16 2.15 of the Statement (other than the issuance of additional series of Variable Rate MuniFund Term Preferred Shares or other Preferred Shares, the proceeds of which will be used for the exchange, retirement, redemption or repurchase of the RVMTP VMTP Shares or the APS and, in each case, the and costs incurred in connection therewith). In addition, if the Board of Trustees shall designate a replacement to the S&P Municipal Bond 7 Day High Grade Rate Index pursuant to the definition of SIFMA Municipal Swap Index contained in the Statement, the Fund shall notify the Holders of the RVMTP VMTP Shares within five (5) Business Days of such designation, and if within thirty (30) days of such notice the Majority Participants shall have objected in writing to the designated replacement, the Board of Trustees shall designate a replacement to such index as agreed to between the Fund and the Majority Participants. In such event, the replacement index initially approved by the Board of Trustees shall be the index in effect for purposes of the Statement until a new index has been approved by the Fund and the Majority Participants.
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