Common use of Purchase and Transfer of VMTP Shares Clause in Contracts

Purchase and Transfer of VMTP Shares. (a) On the Effective Date, (i) Xxxxx Fargo or a representative thereof duly authorized to act on its behalf will pay the Fund $112,500,000 in immediately available funds, in exchange for the issuance by the Fund to Xxxxx Fargo of 1,125 VMTP Shares and (ii) the WFC Purchaser or a representative thereof duly authorized to act on its behalf will pay the Fund $12,500,000 in immediately available funds, in exchange for the issuance by the Fund to the WFC Purchaser of 125 VMTP Shares, with each such issuance effected through the Securities Depository. (b) Xxxxx Fargo agrees that it may make offers and sales of the VMTP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are 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 affiliates of banks), insurance companies or registered open-end management investment companies, in each case, pursuant to Rule 144A or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act, (ii) tender option bond trusts or similar vehicle in which all investors are Persons that Xxxxx Fargo reasonably believes are QIBs that are Closed-End Funds, banks (or affiliates of banks), insurance companies or registered open-end management investment companies or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund and the Majority Participants has been obtained, not Amundi Pioneer Persons if such Amundi Pioneer Persons would, after such sale and transfer, own more than 20% of the Outstanding VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the VMTP Shares, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C. The foregoing restrictions on transfer shall not apply to any VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such VMTP Shares thereafter.

Purchase and Transfer of VMTP Shares. (a) The Fund has previously issued and sold to the Closing Date Purchaser (together with its affiliate, WFC Holdings LLC), 1,600 VMTP Shares. On the Effective DateDate with respect to the 200 Additional VMTP Shares, (i) Xxxxx Fargo or a representative thereof duly authorized to act on its behalf will pay the Fund $112,500,000 20,000,000 in immediately available funds, in exchange for the issuance by the Fund to Xxxxx Fargo of 1,125 VMTP Shares and (ii) the WFC Purchaser or a representative thereof duly authorized to act on its behalf will pay the Fund $12,500,000 in immediately available funds, in exchange for the issuance by the Fund to the WFC Purchaser of 125 200 Additional VMTP Shares, with each such issuance to be effected through the Securities Depository. (b) Xxxxx Fargo agrees that it may make offers and sales of the VMTP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are 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 affiliates of banks), insurance companies or registered open-end management investment companies, in each case, pursuant to Rule 144A or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act, (ii) tender option bond trusts or similar vehicle in which all investors are Persons that Xxxxx Fargo reasonably believes are QIBs that are Closed-End Funds, banks (or affiliates of banks), insurance companies or registered open-end management investment companies or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund and the Majority Participants has been obtained, not Amundi Pioneer US Persons if such Amundi Pioneer US Persons would, after such sale and transfer, own more than 20% of the Outstanding VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the VMTP Shares, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C. The foregoing restrictions on transfer shall not apply to any VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such VMTP Shares thereafter.

Purchase and Transfer of VMTP Shares. (a) On the Effective Date, (i) Xxxxx Fargo BAPFC or a representative thereof there of duly authorized to act it on its behalf will pay acquire 1,290 VMTP Shares that the Fund $112,500,000 in immediately available funds, in exchange has previously issued and sold to a prior purchaser. The shares shall be acquired directly by BAPFC from the prior purchaser for the issuance by the Fund to Xxxxx Fargo of 1,125 VMTP Shares and (ii) the WFC Purchaser or a representative thereof duly authorized to act on its behalf will pay the Fund $12,500,000 in immediately available funds, in exchange for the issuance by the Fund price per share equal to the WFC Purchaser of 125 VMTP Shares, with each such issuance effected through the Securities DepositoryLiquidation Preference plus any accrued but unpaid dividends. (b) Xxxxx Fargo BAPFC agrees that it may make offers and sales of the VMTP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are 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 affiliates of banks), insurance companies or registered open-end management investment companies, in each case, pursuant to Rule 144A or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act, (ii) tender option bond trusts or similar vehicle in which all investors are Persons that Xxxxx Fargo BAPFC reasonably believes are QIBs that are Closed-End Funds, banks (or affiliates of banks), insurance companies or registered open-end management investment companies or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund and the Majority Participants has been obtained, not Amundi Pioneer US Persons if such Amundi Pioneer US Persons would, after such sale and transfer, own more than 20% of the Outstanding VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the VMTP Shares, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C. The foregoing restrictions on transfer shall not apply to any VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such VMTP Shares thereafter.

Purchase and Transfer of VMTP Shares. (a) On the Effective Date, (i) Xxxxx Fargo BAPFC or a representative thereof there of duly authorized to act it on its behalf will pay acquire 1,400 VMTP Shares that the Fund $112,500,000 in immediately available funds, in exchange has previously issued and sold to a prior purchaser. The shares shall be acquired directly by BAPFC from the prior purchaser for the issuance by the Fund to Xxxxx Fargo of 1,125 VMTP Shares and (ii) the WFC Purchaser or a representative thereof duly authorized to act on its behalf will pay the Fund $12,500,000 in immediately available funds, in exchange for the issuance by the Fund price per share equal to the WFC Purchaser of 125 VMTP Shares, with each such issuance effected through the Securities DepositoryLiquidation Preference plus any accrued but unpaid dividends. (b) Xxxxx Fargo BAPFC agrees that it may make offers and sales of the VMTP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are 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 affiliates of banks), insurance companies or registered open-end management investment companies, in each case, pursuant to Rule 144A or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act, (ii) tender option bond trusts or similar vehicle in which all investors are Persons that Xxxxx Fargo BAPFC reasonably believes are QIBs that are Closed-End Funds, banks (or affiliates of banks), insurance companies or registered open-end management investment companies or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund and the Majority Participants has been obtained, not Amundi Pioneer US Persons if such Amundi Pioneer US Persons would, after such sale and transfer, own more than 20% of the Outstanding VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the VMTP Shares, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C. The foregoing restrictions on transfer shall not apply to any VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such VMTP Shares thereafter.

Purchase and Transfer of VMTP Shares. (a) On the Effective Date, (i) Xxxxx Fargo or a representative thereof duly authorized to act on its behalf will pay the The Fund $112,500,000 in immediately available funds, in exchange for the issuance by the Fund to Xxxxx Fargo of 1,125 VMTP Shares has previously issued and (ii) the WFC Purchaser or a representative thereof duly authorized to act on its behalf will pay the Fund $12,500,000 in immediately available funds, in exchange for the issuance by the Fund sold to the Closing Date Purchaser (together with its affiliate, WFC Purchaser of 125 Holdings LLC), 1,800 VMTP Shares, with each such issuance effected through the Securities Depository. (b) Xxxxx Fargo agrees that it may make offers and sales of the VMTP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are 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 affiliates of banks), insurance companies or registered open-end management investment companies, in each case, pursuant to Rule 144A or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act, (ii) tender option bond trusts or similar vehicle in which all investors are Persons that Xxxxx Fargo reasonably believes are QIBs that are Closed-End Funds, banks (or affiliates of banks), insurance companies or registered open-end management investment companies or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund and the Majority Participants has been obtained, not Amundi Pioneer US Persons if such Amundi Pioneer US Persons would, after such sale and transfer, own more than 20% of the Outstanding VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the VMTP Shares, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C. The foregoing restrictions on transfer shall not apply to any VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such VMTP Shares thereafter.

Purchase and Transfer of VMTP Shares. (a) On the Effective Date, (i) Xxxxx Fargo or a representative thereof duly authorized to act on its behalf will pay the Fund $112,500,000 134,800,000 in immediately available funds, in exchange for the issuance by the Fund to Xxxxx Fargo of 1,125 1,348 VMTP Shares and (ii) the WFC Purchaser or a representative thereof duly authorized to act on its behalf will pay the Fund $12,500,000 25,200,000 in immediately available funds, in exchange for the issuance by the Fund to the WFC Purchaser of 125 252 VMTP Shares, with each such issuance effected through the Securities Depository. (b) Xxxxx Fargo agrees that it may make offers and sales of the VMTP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are 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 affiliates of banks), insurance companies or registered open-end management investment companies, in each case, pursuant to Rule 144A or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act, (ii) tender option bond trusts or similar vehicle in which all investors are Persons that Xxxxx Fargo reasonably believes are QIBs that are Closed-End Funds, banks (or affiliates of banks), insurance companies or registered open-end management investment companies or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund and the Majority Participants has been obtained, not Amundi Pioneer Persons if such Amundi Pioneer Persons would, after such sale and transfer, own more than 20% of the Outstanding VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the VMTP Shares, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C. The foregoing restrictions on transfer shall not apply to any VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such VMTP Shares thereafter.

Purchase and Transfer of VMTP Shares. (a) On the Effective Date, (i) Date Xxxxx Fargo or will acquire 480 of the VMTP Shares sold on initial issuance in a representative thereof duly authorized to act on its behalf will pay transaction, by payment of the Fund $112,500,000 Purchase Price in immediately available funds, in exchange for the issuance by funds to the Fund to Xxxxx Fargo through the account of 1,125 VMTP Shares and (ii) the WFC Purchaser or a representative thereof duly authorized to act on its behalf will pay the Fund $12,500,000 in immediately available funds, in exchange for the issuance by the Fund to the WFC Purchaser of 125 VMTP Shares, with each such issuance effected through agent at the Securities Depository. (b) Xxxxx Fargo agrees that it may make offers and sales of the VMTP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are 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 affiliates of banks), insurance companies or registered open-end management investment companies, in each case, pursuant to Rule 144A or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act, (ii) tender option bond trusts or similar vehicle in which all investors are Persons that Xxxxx Fargo reasonably believes are QIBs that are Closed-End Funds, banks (or affiliates of banks), insurance companies or registered open-end management investment companies or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund and the Majority Participants has been obtained, not Amundi Pioneer Nuveen Persons if such Amundi Pioneer Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the VMTP Shares, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C. The foregoing restrictions on transfer shall not apply to any VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such VMTP Shares thereafter.

Purchase and Transfer of VMTP Shares. (a) On the Effective Date, (i) Xxxxx Fargo or a representative thereof duly authorized to act on its behalf will pay the The Fund $112,500,000 in immediately available funds, in exchange for the issuance by the Fund to Xxxxx Fargo of 1,125 VMTP Shares has previously issued and (ii) the WFC Purchaser or a representative thereof duly authorized to act on its behalf will pay the Fund $12,500,000 in immediately available funds, in exchange for the issuance by the Fund sold to the Closing Date Purchaser (together with its affiliate, WFC Purchaser of 125 Holdings LLC), 1,450 VMTP Shares, with each such issuance effected through the Securities Depository. (b) Xxxxx Fargo agrees that it may make offers and sales of the VMTP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are 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 affiliates of banks), insurance companies or registered open-end management investment companies, in each case, pursuant to Rule 144A or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act, (ii) tender option bond trusts or similar vehicle in which all investors are Persons that Xxxxx Fargo reasonably believes are QIBs that are Closed-End Funds, banks (or affiliates of banks), insurance companies or registered open-end management investment companies or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund and the Majority Participants has been obtained, not Amundi Pioneer US Persons if such Amundi Pioneer US Persons would, after such sale and transfer, own more than 20% of the Outstanding VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the VMTP Shares, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C. The foregoing restrictions on transfer shall not apply to any VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such VMTP Shares thereafter.

Purchase and Transfer of VMTP Shares. (a) On the Effective Date, (i) Date Xxxxx Fargo or will acquire 750 of the VMTP Shares sold on initial issuance in a representative thereof duly authorized to act on its behalf will pay transaction, by payment of the Fund $112,500,000 Purchase Price in immediately available funds, in exchange for the issuance by funds to the Fund to Xxxxx Fargo through the account of 1,125 VMTP Shares and (ii) the WFC Purchaser or a representative thereof duly authorized to act on its behalf will pay the Fund $12,500,000 in immediately available funds, in exchange for the issuance by the Fund to the WFC Purchaser of 125 VMTP Shares, with each such issuance effected through agent at the Securities Depository. (b) Xxxxx Fargo agrees that it may make offers and sales of the VMTP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are 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 affiliates of banks), insurance companies or registered open-end management investment companies, in each case, pursuant to Rule 144A or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act, (ii) tender option bond trusts or similar vehicle in which all investors are Persons that Xxxxx Fargo reasonably believes are QIBs that are Closed-End Funds, banks (or affiliates of banks), insurance companies or registered open-end management investment companies or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund and the Majority Participants has been obtained, not Amundi Pioneer Nuveen Persons if such Amundi Pioneer Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the VMTP Shares, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C. The foregoing restrictions on transfer shall not apply to any VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such VMTP Shares thereafter.

Purchase and Transfer of VMTP Shares. (a) On the Effective Date, (i) Date Xxxxx Fargo or will acquire 740 of the VMTP Shares sold on initial issuance in a representative thereof duly authorized to act on its behalf will pay transaction, by payment of the Fund $112,500,000 Purchase Price in immediately available funds, in exchange for the issuance by funds to the Fund to Xxxxx Fargo through the account of 1,125 VMTP Shares and (ii) the WFC Purchaser or a representative thereof duly authorized to act on its behalf will pay the Fund $12,500,000 in immediately available funds, in exchange for the issuance by the Fund to the WFC Purchaser of 125 VMTP Shares, with each such issuance effected through agent at the Securities Depository. (b) Xxxxx Fargo agrees that it may make offers and sales of the VMTP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are 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 affiliates of banks), insurance companies or registered open-end management investment companies, in each case, pursuant to Rule 144A or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act, (ii) tender option bond trusts or similar vehicle in which all investors are Persons that Xxxxx Fargo reasonably believes are QIBs that are Closed-End Funds, banks (or affiliates of banks), insurance companies or registered open-end management investment companies or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund and the Majority Participants has been obtained, not Amundi Pioneer Nuveen Persons if such Amundi Pioneer Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the VMTP Shares, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C. The foregoing restrictions on transfer shall not apply to any VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such VMTP Shares thereafter.

Purchase and Transfer of VMTP Shares. (a) On the Effective Date, (i) Date Xxxxx Fargo or will acquire 1,060 of the VMTP Shares sold on initial issuance in a representative thereof duly authorized to act on its behalf will pay transaction, by payment of the Fund $112,500,000 Purchase Price in immediately available funds, in exchange for the issuance by the Fund to Xxxxx Fargo of 1,125 VMTP Shares and (ii) the WFC Purchaser or a representative thereof duly authorized to act on its behalf will pay the Fund $12,500,000 in immediately available funds, in exchange for the issuance by the Fund funds to the WFC Purchaser Issuer through the account of 125 VMTP Shares, with each such issuance effected through its agent at the Securities Depository. (b) Xxxxx Fargo agrees that it may make offers and sales of the VMTP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are 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 affiliates of banks), insurance companies or registered open-end management investment companies, in each case, pursuant to Rule 144A or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act, (ii) tender option bond trusts or similar vehicle in which all investors are Persons that Xxxxx Fargo reasonably believes are QIBs that are Closed-End Funds, banks (or affiliates of banks), insurance companies or registered open-end management investment companies or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund and the Majority Participants has been obtained, not Amundi Pioneer Nuveen Persons if such Amundi Pioneer Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the VMTP Shares, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C. The foregoing restrictions on transfer shall not apply to any VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such VMTP Shares thereafter.

Purchase and Transfer of VMTP Shares. (a) The Fund has previously issued and sold to the Closing Date Purchaser (together with its affiliate, WFC Holdings LLC), 1,250 VMTP Shares. On the Effective DateDate with respect to the 200 Additional VMTP Shares, (i) Xxxxx Fargo or a representative thereof duly authorized to act on its behalf will pay the Fund $112,500,000 20,000,000 in immediately available funds, in exchange for the issuance by the Fund to Xxxxx Fargo of 1,125 VMTP Shares and (ii) the WFC Purchaser or a representative thereof duly authorized to act on its behalf will pay the Fund $12,500,000 in immediately available funds, in exchange for the issuance by the Fund to the WFC Purchaser of 125 200 Additional VMTP Shares, with each such issuance to be effected through the Securities Depository. (b) Xxxxx Fargo agrees that it may make offers and sales of the VMTP Shares in compliance with the Securities Act and applicable state securities laws only to (1)(i) Persons that it reasonably believes are 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 affiliates of banks), insurance companies or registered open-end management investment companies, in each case, pursuant to Rule 144A or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(a)(2) of the Securities Act, (ii) tender option bond trusts or similar vehicle in which all investors are Persons that Xxxxx Fargo reasonably believes are QIBs that are Closed-End Funds, banks (or affiliates of banks), insurance companies or registered open-end management investment companies or (iii) other investors with the prior written consent of the Fund and (2) unless the prior written consent of the Fund and the Majority Participants has been obtained, not Amundi Pioneer US Persons if such Amundi Pioneer US Persons would, after such sale and transfer, own more than 20% of the Outstanding VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the VMTP Shares, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other fiduciary thereunder acting on behalf of such transferee) will be required to deliver to the Fund a transferee certificate set forth as Exhibit C. The foregoing restrictions on transfer shall not apply to any VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such VMTP Shares thereafter.