Common use of Purchase, Exchange and Transfer of the New VMTP Shares Clause in Contracts

Purchase, Exchange and Transfer of the New VMTP Shares. (a) On the Effective Date (1) Banc of America or a representative thereof duly authorized to act on its behalf will transfer to the Fund 1,250 Old VMTP Shares, in exchange for the issuance by the Fund to Banc of America of 1,250 New VMTP Shares, and (2) Banc of America will pay to the Fund the Cash Purchase Price in immediately available funds, in exchange for 000 Xxx XXXX Shares, with each such transfer and issuance effected through the account of its agent at the Securities Depository. (b) Banc of America agrees that it may make offers and sales of the New 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 entities that are 100% direct or indirect subsidiaries of banks’ publicly traded parent holding companies (collectively, “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 in which all investors are Persons that Banc of America reasonably believes are QIBs that are Closed-End Funds, 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 Nuveen Persons if such Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding New VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the New VMTP Shares, each transferee (including, in the case of a tender option bond trust, 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. The foregoing restrictions on transfer shall not apply to any New VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such New VMTP Shares thereafter.

Purchase, Exchange and Transfer of the New VMTP Shares. (a) On the Effective Date (1) Banc of America Xxxxx Fargo or a representative thereof duly authorized to act on its behalf will transfer to the Fund 1,250 Old VMTP 000 Xxx XXXX Shares, in exchange for the issuance by the Fund to Banc of America of 1,250 New VMTP Xxxxx Xxxxx xx 000 Xxx XXXX Shares, and (2) Banc of America Xxxxx Fargo will pay to the Fund the Cash Purchase Price in immediately available funds, in exchange for 000 Xxx XXXX Shares, with each such transfer and issuance effected through the account of its agent at the Securities Depository. (b) Banc of America Xxxxx Fargo agrees that it may make offers and sales of the New 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 entities that are 100% direct or indirect subsidiaries affiliates of banks’ publicly traded parent holding companies (collectively, “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 in which all investors are Persons that Banc of America Xxxxx Fargo reasonably believes are QIBs that are Closed-End Funds, Banksbanks (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 Nuveen Persons if such Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding New VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the New VMTP Shares, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other Person 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 New VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such New VMTP Shares thereafter.

Purchase, Exchange and Transfer of the New VMTP Shares. (a) On the Effective Date (1) Banc of America or a representative thereof duly authorized to act on its behalf will transfer to the Fund 1,250 1,670 Old VMTP Shares, in exchange for the issuance by the Fund to Banc of America of 1,250 1,670 New VMTP Shares, and (2) Banc of America will pay to the Fund the Cash Purchase Price in immediately available funds, in exchange for 000 Xxx XXXX Shares, with each such transfer and issuance effected through the account of its agent at the Securities Depository. (b) Banc of America agrees that it may make offers and sales of the New 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 entities that are 100% direct or indirect subsidiaries of banks’ publicly traded parent holding companies (collectively, “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 in which all investors are Persons that Banc of America reasonably believes are QIBs that are Closed-End Funds, 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 Nuveen Persons if such Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding New VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the New VMTP Shares, each transferee (including, in the case of a tender option bond trust, 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. The foregoing restrictions on transfer shall not apply to any New VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such New VMTP Shares thereafter.

Purchase, Exchange and Transfer of the New VMTP Shares. (a) On the Effective Date (1) Banc of America or a representative thereof duly authorized to act on its behalf will transfer to the Fund 1,250 2,650 Old VMTP Shares, in exchange for the issuance by the Fund to Banc of America of 1,250 2,650 New VMTP Shares, and (2) Banc of America will pay to the Fund the Cash Purchase Price in immediately available funds, in exchange for 000 Xxx XXXX Shares, with each such transfer and issuance effected through the account of its agent at the Securities Depository. (b) Banc of America agrees that it may make offers and sales of the New 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 entities that are 100% direct or indirect subsidiaries of banks’ publicly traded parent holding companies (collectively, “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 in which all investors are Persons that Banc of America reasonably believes are QIBs that are Closed-End Funds, 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 Nuveen Persons if such Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding New VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the New VMTP Shares, each transferee (including, in the case of a tender option bond trust, 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. The foregoing restrictions on transfer shall not apply to any New VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such New VMTP Shares thereafter.

Purchase, Exchange and Transfer of the New VMTP Shares. (a) On the Effective Date (1) Banc of America Xxxxx Fargo or a representative thereof duly authorized to act on its behalf will transfer to the Fund 1,250 1,060 Old VMTP Shares, in exchange for the issuance by the Fund to Banc Xxxxx Fargo of America of 1,250 1,060 New VMTP Shares, and (2) Banc of America Xxxxx Fargo will pay to the Fund the Cash Purchase Price in immediately available funds, in exchange for 000 Xxx XXXX 60 New VMTP Shares, with each such transfer and issuance effected through the account of its agent at the Securities Depository. (b) Banc of America Xxxxx Fargo agrees that it may make offers and sales of the New 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 entities that are 100% direct or indirect subsidiaries affiliates of banks’ publicly traded parent holding companies (collectively, “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 in which all investors are Persons that Banc of America Xxxxx Fargo reasonably believes are QIBs that are Closed-End Funds, Banksbanks (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 Nuveen Persons if such Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding New VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the New VMTP Shares, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other Person 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 New VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such New VMTP Shares thereafter.

Purchase, Exchange and Transfer of the New VMTP Shares. (a) On the Effective Date (1) Banc of America Xxxxx Fargo or a representative thereof duly authorized to act on its behalf will transfer to the Fund 1,250 Old VMTP 000 Xxx XXXX Shares, in exchange for the issuance by the Fund to Banc of America of 1,250 New VMTP Xxxxx Xxxxx xx 000 Xxx XXXX Shares, and (2) Banc of America Xxxxx Fargo will pay to the Fund the Cash Purchase Price in immediately available funds, in exchange for 000 Xxx XXXX 70 New VMTP Shares, with each such transfer and issuance effected through the account of its agent at the Securities Depository. (b) Banc of America Xxxxx Fargo agrees that it may make offers and sales of the New 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 entities that are 100% direct or indirect subsidiaries affiliates of banks’ publicly traded parent holding companies (collectively, “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 in which all investors are Persons that Banc of America Xxxxx Fargo reasonably believes are QIBs that are Closed-End Funds, Banksbanks (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 Nuveen Persons if such Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding New VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the New VMTP Shares, each transferee (including, in the case of a tender option bond trust, the depositor or trustee or other Person 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 New VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such New VMTP Shares thereafter.

Purchase, Exchange and Transfer of the New VMTP Shares. (a) On the Effective Date (1) Banc of America or a representative thereof duly authorized to act on its behalf will transfer to the Fund 1,250 Old VMTP 000 Xxx XXXX Shares, in exchange for the issuance by the Fund to Banc of America of 1,250 New VMTP Xxxx xx Xxxxxxx xx 000 Xxx XXXX Shares, and (2) Banc of America will pay to the Fund the Cash Purchase Price in immediately available funds, in exchange for 000 Xxx XXXX Shares, with each such transfer and issuance effected through the account of its agent at the Securities Depository. (b) Banc of America agrees that it may make offers and sales of the New 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 entities that are 100% direct or indirect subsidiaries of banks’ publicly traded parent holding companies (collectively, “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 in which all investors are Persons that Banc of America reasonably believes are QIBs that are Closed-End Funds, 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 Nuveen Persons if such Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding New VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the New VMTP Shares, each transferee (including, in the case of a tender option bond trust, 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. The foregoing restrictions on transfer shall not apply to any New VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such New VMTP Shares thereafter.

Purchase, Exchange and Transfer of the New VMTP Shares. (a) On the Effective Date (1) Banc of America or a representative thereof duly authorized to act on its behalf will transfer to the Fund 1,250 Old VMTP 100 Xxx XXXX Shares, in exchange for the issuance by the Fund to Banc of America of 1,250 New VMTP Bxxx xx Xxxxxxx xx 000 Xxx XXXX Shares, (2) Blue Ridge or a representative thereof duly authorized to act on its behalf will transfer to the Fund 300 Xxx XXXX Shares, in exchange for the issuance by the Fund to Bxxx Xxxxx xx 000 Xxx XXXX Shares and (23) Banc of America will pay to the Fund the Cash Purchase Price in immediately available funds, in exchange for 000 Xxx XXXX 1,650 New VMTP Shares, with each such transfer and issuance effected through the account of its agent at the Securities Depository. (b) Banc of America Each Purchaser agrees that it may make offers and sales of the New 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 entities that are 100% direct or indirect subsidiaries of banks’ publicly traded parent holding companies (collectively, “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 in which all investors are Persons that Banc of America such Purchaser reasonably believes are QIBs that are Closed-End Funds, 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 Nuveen Persons if such Nuveen Persons would, after such sale and transfer, own more than 20% of the Outstanding New VMTP Shares. Any transfer in violation of the foregoing restrictions shall be void ab initio. In connection with any transfer of the New VMTP Shares, each transferee (including, in the case of a tender option bond trust, 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. The foregoing restrictions on transfer shall not apply to any New VMTP Shares registered under the Securities Act pursuant to the Registration Rights Agreement or any subsequent transfer of such New VMTP Shares thereafter.