Purchase and Transfer of the RVMTP Shares. (a) On the Date of Original Issue, Purchaser (together with the other Original VMTP Purchasers), or a representative thereof duly authorized to act on its behalf, paid to the Fund, in immediately available funds, the Purchase Price in exchange for the issuance and sale by the Fund of 239 VMTP Shares with an aggregate liquidation preference equal to the aggregate liquidation preference of the Fund’s Auction Preferred Shares accepted for purchase in the Fund’s Tender Offer (rounded up to the nearest multiple of $100,000), as specified in Schedule 1 of the Original VMTP Purchase Agreement and such issuance and sale was effected through the Securities Depository. (b) The Purchaser agrees that it may make offers and sales of the RVMTP Shares in compliance with the Securities Act and applicable state securities laws only to Persons that are (1) (i) QIBs that are registered closed-end management investment companies, the common shares of which are traded on a national securities exchange (“Closed-End Funds”), banks or entities that are 100% direct or indirect subsidiaries of banks’ publicly traded holding company (collectively, “Banks”), insurance companies or registered open-end management investment companies (ii) tender option bond trusts (or similar vehicles) in which all investors are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies, in each case with respect to clauses (i) and (ii), in accordance with Rule 144A under the Securities Act or pursuant to another available exemption from registration under the Securities Act, in a manner not involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund has been obtained, not PIMCO Persons if such PIMCO Persons would, after such sale and transfer, own more than 20% of the Outstanding RVMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the RVMTP Shares, each transferee (including, in the case of a tender option bond trust (or similar vehicle), the depositor or trustee or other Person thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C to this Agreement. The foregoing restrictions on transfer shall not apply to any RVMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such RVMTP Shares thereafter.
Appears in 6 contracts
Samples: RVMTP Purchase Agreement (Wells Fargo & Company/Mn), RVMTP Purchase Agreement (Wells Fargo & Company/Mn), RVMTP Purchase Agreement (Wells Fargo & Company/Mn)
Purchase and Transfer of the RVMTP Shares. (a) On the Date Effective Date, the Purchaser will acquire 250 RVMTP Shares sold on initial issuance in a transaction (which, based upon the representations of Original Issuethe Issuer and the Purchaser herein, Purchaser (together with is exempt from registration under the other Original VMTP PurchasersSecurities Act), or a representative thereof duly authorized to act on its behalf, paid to the Fund, in immediately available funds, by payment of the Purchase Price in exchange for the issuance and sale by the Fund of 239 VMTP Shares with an aggregate liquidation preference equal immediately available funds to the aggregate liquidation preference of the Fund’s Auction Preferred Shares accepted for purchase in the Fund’s Tender Offer (rounded up to the nearest multiple of $100,000)Issuer, as specified in Schedule 1 of the Original VMTP Purchase Agreement and with such issuance and sale was effected through the Securities Depository.
(b) The Purchaser agrees that it may make offers and sales of the RVMTP Shares in compliance with the Securities Act and applicable state securities laws only to Persons that are (1)
(i) QIBs that are registered closed-end management investment companies, the common shares of which are traded on a national securities exchange (“"Closed-End Funds”"), banks or entities that are 100% direct or indirect subsidiaries of banks’ ' publicly traded holding company (collectively, “"Banks”"), insurance companies or registered open-end management investment companies companies, (ii) tender option bond trusts (or similar vehiclesvehicles used for providing financing for municipal obligations and municipal closed-end fund preferred shares) in which all investors are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies, in each case with respect to clauses (i) and (ii), in accordance with Rule 144A under the Securities Act or pursuant to another available exemption from registration under the Securities Act, in a manner not involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, or (iii) other investors with the prior written consent of the Fund Issuer and (2) unless the prior written consent of the Fund Issuer has been obtained, not PIMCO Persons if such PIMCO Persons would, after such sale and transfer, own more than 20% of the Outstanding RVMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the RVMTP Shares, each transferee (including, in the case of a tender option bond trust (or similar vehiclevehicle used for providing financing for municipal obligations and municipal closed-end fund preferred shares), the depositor or trustee or other Person thereunder acting on behalf of such transferee) will be required to deliver to the Fund Issuer a transferee certificate set forth as Exhibit C to this Agreement. The foregoing restrictions on transfer shall not apply to any RVMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such RVMTP Shares thereafter.
Appears in 2 contracts
Samples: Purchase Agreement (Bank of America Corp /De/), Purchase Agreement (Bank of America Corp /De/)
Purchase and Transfer of the RVMTP Shares. (a) On the Date of Original Issue, Purchaser (together with the other Original VMTP Purchasers), or a representative thereof duly authorized to act on its behalf, paid The Fund has previously issued and sold to the FundPurchaser: (i) 250 Series 2050-A RVMTP Shares, which shares were redesignated as 250 Series 2049-A RVMTP Shares as of the Redesignation Date, such shares having been sold on initial issuance in immediately available fundsa transaction (which, based upon the representations of the Issuer and the Purchaser, is exempt from registration under the Securities Act) for the amount of the Purchase Price in exchange for the issuance and sale by the Fund of 239 VMTP Shares with an aggregate liquidation preference equal to the aggregate liquidation preference of the Fund’s Auction Preferred Shares accepted for purchase specified in the Fund’s Tender Offer (rounded up to the nearest multiple of $100,000), as specified in Schedule 1 of the Original VMTP Series 2050-A RVMTP Purchase Agreement and (ii) 250 Original Series 2049-A RVMTP Shares, such shares having been sold on initial issuance in a transaction (which, based upon the representations of the Issuer and sale was effected through the Purchaser, is exempt from registration under the Securities DepositoryAct) for the amount of the Purchase Price specified in the Original Series 2049-A RVMTP Purchase Agreement. Such 250 Original Series 2049-A RVMTP Shares shares, collectively with the 250 redesignated Series 0000-X XXXXX Shares, comprise the 500 RVMTP Shares subject to this Agreement.
(b) The Purchaser agrees that it may make offers and sales of the RVMTP Shares in compliance with the Securities Act and applicable state securities laws only to Persons that are (1)
(i) QIBs that are registered closed-end management investment companies, the common shares of which are traded on a national securities exchange (“"Closed-End Funds”"), banks or entities that are 100% direct or indirect subsidiaries of banks’ ' publicly traded holding company (collectively, “"Banks”"), insurance companies or registered open-end management investment companies companies, (ii) tender option bond trusts (or similar vehicles) in which all investors are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies, in each case with respect to clauses (i) and (ii), in accordance with Rule 144A under the Securities Act or pursuant to another available exemption from registration under the Securities Act, in a manner not involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, or (iii) other investors with the prior written consent of the Fund Issuer and (2) unless the prior written consent of the Fund Issuer has been obtained, not PIMCO Persons if such PIMCO Persons would, after such sale and transfer, own more than 20% of the Outstanding RVMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the RVMTP Shares, each transferee (including, in the case of a tender option bond trust (or similar vehicle), the depositor or trustee or other Person thereunder acting on behalf of such transferee) will be required to deliver to the Fund Issuer a transferee certificate set forth as Exhibit C to this Agreement. The foregoing restrictions on transfer shall not apply to any RVMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such RVMTP Shares thereafter.
Appears in 1 contract
Samples: RVMTP Purchase Agreement (Bank of America Corp /De/)
Purchase and Transfer of the RVMTP Shares. (a) On the Date Effective Date, the Purchaser will acquire 1,000 RVMTP Shares sold on initial issuance in a transaction (which, based upon the representations of Original Issuethe Issuer and the Purchaser herein, Purchaser (together with is exempt from registration under the other Original VMTP PurchasersSecurities Act), or a representative thereof duly authorized to act on its behalf, paid to the Fund, in immediately available funds, by payment of the Purchase Price in exchange for the issuance and sale by the Fund of 239 VMTP Shares with an aggregate liquidation preference equal immediately available funds to the aggregate liquidation preference of the Fund’s Auction Preferred Shares accepted for purchase in the Fund’s Tender Offer (rounded up to the nearest multiple of $100,000)Issuer, as specified in Schedule 1 of the Original VMTP Purchase Agreement and with such issuance and sale was effected through the Securities Depository.
(b) The Purchaser agrees that it may make offers and sales of the RVMTP Shares in compliance with the Securities Act and applicable state securities laws only to Persons that are (1)
(i) QIBs that are registered closed-end management investment companies, the common shares of which are traded on a national securities exchange (“Closed-End Funds”), banks or entities that are 100% direct or indirect subsidiaries of banks’ publicly traded holding company (collectively, “Banks”), insurance companies or registered open-end management investment companies companies, (ii) tender option bond trusts (or similar vehicles) in which all investors are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies, in each case with respect to clauses (i) and (ii), in accordance with Rule 144A under the Securities Act or pursuant to another available exemption from registration under the Securities Act, in a manner not involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, or (iii) other investors with the prior written consent of the Fund Issuer and (2) unless the prior written consent of the Fund Issuer has been obtained, not PIMCO Persons if such PIMCO Persons would, after such sale and transfer, own more than 20% of the Outstanding RVMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the RVMTP Shares, each transferee (including, in the case of a tender option bond trust (or similar vehicle), the depositor or trustee or other Person thereunder acting on behalf of such transferee) will be required to deliver to the Fund Issuer a transferee certificate set forth as Exhibit C to this Agreement. The foregoing restrictions on transfer shall not apply to any RVMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such RVMTP Shares thereafter.
Appears in 1 contract
Samples: RVMTP Purchase Agreement (Bank of America Corp /De/)
Purchase and Transfer of the RVMTP Shares. (a) On the Date of Original IssueIssue for Series 2051, Purchaser (together with the other Original VMTP Purchasers), or a representative thereof duly authorized to act on its behalf, paid to the Fund, in immediately available funds, the Purchase Price in exchange for the issuance and sale by the Fund of 239 VMTP Shares with an aggregate liquidation preference equal to the aggregate liquidation preference of the Fund’s Auction Preferred Shares accepted for purchase in the Fund’s Tender Offer (rounded up to the nearest multiple of $100,000), as specified in Schedule 1 of the Original VMTP Purchase Agreement and such issuance and sale was effected through the Securities Depository.
(b) On the Date of Original Issue for Series 2053, the Purchaser will acquire the 105 Additional RVMTP Shares sold on initial issuance in a transaction (which, based upon the representations of the Issuer and the Purchaser herein, is exempt from registration under the Securities Act), by payment of the Additional Purchase Price for such Additional RVMTP Shares in immediately available funds to the Issuer, with such issuance effected through the Securities Depository.
(c) The Purchaser agrees that it may make offers and sales of the RVMTP Shares in compliance with the Securities Act and applicable state securities laws only to Persons that are (1)
(i) QIBs that are registered closed-end management investment companies, the common shares of which are traded on a national securities exchange (“Closed-End Funds”), banks or entities that are 100% direct or indirect subsidiaries of banks’ publicly traded holding company (collectively, “Banks”), insurance companies or registered open-end management investment companies (ii) tender option bond trusts (or similar vehicles) in which all investors are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies, in each case with respect to clauses (i) and (ii), in accordance with Rule 144A under the Securities Act or pursuant to another available exemption from registration under the Securities Act, in a manner not involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund has been obtained, not PIMCO Persons if such PIMCO Persons would, after such sale and transfer, own more than 20% of the Outstanding RVMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the RVMTP Shares, each transferee (including, in the case of a tender option bond trust (or similar vehicle), the depositor or trustee or other Person thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C to this Agreement. The foregoing restrictions on transfer shall not apply to any RVMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such RVMTP Shares thereafter.
Appears in 1 contract
Samples: RVMTP Purchase Agreement (Wells Fargo & Company/Mn)
Purchase and Transfer of the RVMTP Shares. (a) On the Date of Original IssueIssue for Series 2051, Purchaser (together with the other Original VMTP Purchasers), or a representative thereof duly authorized to act on its behalf, paid to the Fund, in immediately available funds, the Purchase Price in exchange for the issuance and sale by the Fund of 239 VMTP Shares with an aggregate liquidation preference equal to the aggregate liquidation preference of the Fund’s Auction Preferred Shares accepted for purchase in the Fund’s Tender Offer (rounded up to the nearest multiple of $100,000), as specified in Schedule 1 of the Original VMTP Purchase Agreement and such issuance and sale was effected through the Securities Depository.
(b) On the Date of Original Issue for Series 2053, the Purchaser will acquire the 102 Additional RVMTP Shares sold on initial issuance in a transaction (which, based upon the representations of the Issuer and the Purchaser herein, is exempt from registration under the Securities Act), by payment of the Additional Purchase Price for such Additional RVMTP Shares in immediately available funds to the Issuer, with such issuance effected through the Securities Depository.
(c) The Purchaser agrees that it may make offers and sales of the RVMTP Shares in compliance with the Securities Act and applicable state securities laws only to Persons that are (1)
(i) QIBs that are registered closed-end management investment companies, the common shares of which are traded on a national securities exchange (“Closed-End Funds”), banks or entities that are 100% direct or indirect subsidiaries of banks’ publicly traded holding company (collectively, “Banks”), insurance companies or registered open-end management investment companies (ii) tender option bond trusts (or similar vehicles) in which all investors are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies, in each case with respect to clauses (i) and (ii), in accordance with Rule 144A under the Securities Act or pursuant to another available exemption from registration under the Securities Act, in a manner not involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund has been obtained, not PIMCO Persons if such PIMCO Persons would, after such sale and transfer, own more than 20% of the Outstanding RVMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the RVMTP Shares, each transferee (including, in the case of a tender option bond trust (or similar vehicle), the depositor or trustee or other Person thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C to this Agreement. The foregoing restrictions on transfer shall not apply to any RVMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such RVMTP Shares thereafter.
Appears in 1 contract
Purchase and Transfer of the RVMTP Shares. (a) On the Date Effective Date, the Purchaser will acquire 1,000 RVMTP Shares sold on initial issuance in a transaction (which, based upon the representations of Original Issuethe Fund and the Purchaser herein, Purchaser (together with is exempt from registration under the other Original VMTP PurchasersSecurities Act), or a representative thereof duly authorized to act on its behalf, paid by payment of the Purchase Price in immediately available funds to the Fund, in immediately available funds, the Purchase Price in exchange for the issuance and sale by the Fund of 239 VMTP Shares with an aggregate liquidation preference equal to the aggregate liquidation preference of the Fund’s Auction Preferred Shares accepted for purchase in the Fund’s Tender Offer (rounded up to the nearest multiple of $100,000), as specified in Schedule 1 of the Original VMTP Purchase Agreement and such issuance and sale was effected through the Securities Depository.
(b) The Purchaser agrees that it may make offers and sales of the RVMTP Shares in compliance with the Securities Act and applicable state securities laws only to Persons that are (1)
(i) QIBs that are registered closed-end management investment companies, the common shares of which are traded on a national securities exchange (“Closed-End Funds”), banks or entities that are 100% direct or indirect subsidiaries of banks’ publicly traded holding company (collectively, “Banks”), insurance companies or registered open-end management investment companies (ii) tender option bond trusts (or similar vehicles) in which all investors are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies, in each case with respect to clauses (i) and (ii), in accordance with Rule 144A under the Securities Act or pursuant to another available exemption from registration under the Securities Act, in a manner not involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund has been obtained, not PIMCO Persons if such PIMCO Persons would, after such sale and transfer, own more than 20% of the Outstanding RVMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the RVMTP Shares, each transferee (including, in the case of a tender option bond trust (or similar vehicle), the depositor or trustee or other Person thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C to this Agreement. The foregoing restrictions on transfer shall not apply to any RVMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such RVMTP Shares thereafter.
Appears in 1 contract
Samples: RVMTP Purchase Agreement (Wells Fargo & Company/Mn)
Purchase and Transfer of the RVMTP Shares. (a) On the Date of Original IssueIssue for Series 2051, Purchaser (together with the other Original VMTP Purchasers), or a representative thereof duly authorized to act on its behalf, paid to the Fund, in immediately available funds, the Purchase Price in exchange for the issuance and sale by the Fund of 239 VMTP Shares with an aggregate liquidation preference equal to the aggregate liquidation preference of the Fund’s Auction Preferred Shares accepted for purchase in the Fund’s Tender Offer (rounded up to the nearest multiple of $100,000), as specified in Schedule 1 of the Original VMTP Purchase Agreement and such issuance and sale was effected through the Securities Depository.
(b) On the Date of Original Issue for Series 2053, the Purchaser will acquire the 555 Additional RVMTP Shares sold on initial issuance in a transaction (which, based upon the representations of the Issuer and the Purchaser herein, is exempt from registration under the Securities Act), by payment of the Additional Purchase Price for such Additional RVMTP Shares in immediately available funds to the Issuer, with such issuance effected through the Securities Depository.
(c) The Purchaser agrees that it may make offers and sales of the RVMTP Shares in compliance with the Securities Act and applicable state securities laws only to Persons that are (1)
(i) QIBs that are registered closed-end management investment companies, the common shares of which are traded on a national securities exchange (“Closed-End Funds”), banks or entities that are 100% direct or indirect subsidiaries of banks’ publicly traded holding company (collectively, “Banks”), insurance companies or registered open-end management investment companies (ii) tender option bond trusts (or similar vehicles) in which all investors are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies, in each case with respect to clauses (i) and (ii), in accordance with Rule 144A under the Securities Act or pursuant to another available exemption from registration under the Securities Act, in a manner not involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund has been obtained, not PIMCO Persons if such PIMCO Persons would, after such sale and transfer, own more than 20% of the Outstanding RVMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the RVMTP Shares, each transferee (including, in the case of a tender option bond trust (or similar vehicle), the depositor or trustee or other Person thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C to this Agreement. The foregoing restrictions on transfer shall not apply to any RVMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such RVMTP Shares thereafter.
Appears in 1 contract
Samples: RVMTP Purchase Agreement (Wells Fargo & Company/Mn)
Purchase and Transfer of the RVMTP Shares. (a) On the Date of Original IssueIssue for Series 2051, Purchaser (together with the other Original VMTP Purchasers), or a representative thereof duly authorized to act on its behalf, paid to the Fund, in immediately available funds, the Purchase Price in exchange for the issuance and sale by the Fund of 239 VMTP Shares with an aggregate liquidation preference equal to the aggregate liquidation preference of the Fund’s Auction Preferred Shares accepted for purchase in the Fund’s Tender Offer (rounded up to the nearest multiple of $100,000), as specified in Schedule 1 of the Original VMTP Purchase Agreement and such issuance and sale was effected through the Securities Depository.
(b) On the Date of Original Issue for Series 2053, the Purchaser will acquire the 239 Additional RVMTP Shares sold on initial issuance in a transaction (which, based upon the representations of the Issuer and the Purchaser herein, is exempt from registration under the Securities Act), by payment of the Additional Purchase Price for such Additional RVMTP Shares in immediately available funds to the Issuer, with such issuance effected through the Securities Depository.
(c) The Purchaser agrees that it may make offers and sales of the RVMTP Shares in compliance with the Securities Act and applicable state securities laws only to Persons that are (1)
(i) QIBs that are registered closed-end management investment companies, the common shares of which are traded on a national securities exchange (“Closed-End Funds”), banks or entities that are 100% direct or indirect subsidiaries of banks’ publicly traded holding company (collectively, “Banks”), insurance companies or registered open-end management investment companies (ii) tender option bond trusts (or similar vehicles) in which all investors are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies, in each case with respect to clauses (i) and (ii), in accordance with Rule 144A under the Securities Act or pursuant to another available exemption from registration under the Securities Act, in a manner not involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund has been obtained, not PIMCO Persons if such PIMCO Persons would, after such sale and transfer, own more than 20% of the Outstanding RVMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the RVMTP Shares, each transferee (including, in the case of a tender option bond trust (or similar vehicle), the depositor or trustee or other Person thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C to this Agreement. The foregoing restrictions on transfer shall not apply to any RVMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such RVMTP Shares thereafter.
Appears in 1 contract
Samples: RVMTP Purchase Agreement (Wells Fargo & Company/Mn)
Purchase and Transfer of the RVMTP Shares. (a) On the Date of Original IssueIssue for Series 2051, Purchaser (together with the other Original VMTP Purchasers), or a representative thereof duly authorized to act on its behalf, paid to the Fund, in immediately available funds, the Purchase Price in exchange for the issuance and sale by the Fund of 239 VMTP Shares with an aggregate liquidation preference equal to the aggregate liquidation preference of the Fund’s Auction Preferred Shares accepted for purchase in the Fund’s Tender Offer (rounded up to the nearest multiple of $100,000), as specified in Schedule 1 of the Original VMTP Purchase Agreement and such issuance and sale was effected through the Securities Depository.
(b) On the Date of Original Issue for Series 2053, the Purchaser will acquire the 292 Additional RVMTP Shares sold on initial issuance in a transaction (which, based upon the representations of the Issuer and the Purchaser herein, is exempt from registration under the Securities Act), by payment of the Additional Purchase Price for such Additional RVMTP Shares in immediately available funds to the Issuer, with such issuance effected through the Securities Depository.
(c) The Purchaser agrees that it may make offers and sales of the RVMTP Shares in compliance with the Securities Act and applicable state securities laws only to Persons that are (1)
(i) QIBs that are registered closed-end management investment companies, the common shares of which are traded on a national securities exchange (“Closed-End Funds”), banks or entities that are 100% direct or indirect subsidiaries of banks’ publicly traded holding company (collectively, “Banks”), insurance companies or registered open-end management investment companies (ii) tender option bond trusts (or similar vehicles) in which all investors are QIBs that are Closed-End Funds, Banks, insurance companies or registered open-end management investment companies, in each case with respect to clauses (i) and (ii), in accordance with Rule 144A under the Securities Act or pursuant to another available exemption from registration under the Securities Act, in a manner not involving a public offering within the meaning of Section 4(a)(2) of the Securities Act, or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund has been obtained, not PIMCO Persons if such PIMCO Persons would, after such sale and transfer, own more than 20% of the Outstanding RVMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the RVMTP Shares, each transferee (including, in the case of a tender option bond trust (or similar vehicle), the depositor or trustee or other Person thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C to this Agreement. The foregoing restrictions on transfer shall not apply to any RVMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such RVMTP Shares thereafter.
Appears in 1 contract
Samples: RVMTP Purchase Agreement (Wells Fargo & Company/Mn)