Common use of Sale of VMTP Shares Clause in Contracts

Sale of VMTP Shares. (a) The Purchaser agrees that any subsequent offers and sales, without the prior written consent of the Fund, will be made only to persons it reasonably believes are either (i) QIBs that are registered closed-end management investment companies the shares of which are traded on a national securities exchange (“Closed-End Funds”), banks (and their direct or indirect wholly-owned subsidiaries), insurance companies, Broker-Dealers, Foreign Entities (and their direct or indirect wholly-owned subsidiaries), companies that are included in the S&P 500 Index (and their direct or indirect wholly-owned subsidiaries) or registered open-end management investment companies or (ii) tender option bond trusts in which all Beneficial Owners are QIBs that are Closed-End Funds, banks (and their direct or indirect wholly-owned subsidiaries), insurance companies, Broker-Dealers, Foreign Entities (and their direct or indirect wholly-owned subsidiaries), companies that are included in the S&P 500 Index (and their direct or indirect wholly-owned subsidiaries) or registered open-end management investment companies, in each case pursuant to Rule 144A of the Securities Act or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(2) of the Securities Act. 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. Notwithstanding the foregoing, the Fund shall have the right of first refusal in accordance with the Right of First Refusal Procedures on all proposed transfers of Outstanding VMTP Shares from the Purchaser or an Affiliate thereof (other than an Excluded Transfer) to an unaffiliated third party which will upon settlement result in such unaffiliated third party holding and having purchased directly or indirectly in a series of related transactions (with the actual knowledge of the Purchaser) from the Purchaser (or the Purchaser’s Affiliates in the aggregate), more than 25% of the Outstanding VMTP Shares; provided, that the foregoing right of first refusal shall not apply to any VMTP Shares sold pursuant to an underwriting contemplated by Section 3.3 of the Registration Rights Agreement; provided, further, that the foregoing right of first refusal shall apply in connection with the transfer from the Purchaser or an Affiliate thereof of the residual interests in a tender option bond trust or the equity or residual interests of any other entity formed by the Purchaser or the Purchaser’s Affiliates to hold the VMTP Shares that results in the indirect transfer of more than 25% of the voting rights of the Outstanding VMTP Shares to an unaffiliated third party (other than an Excluded Transfer); provided, further, that in the case of a transfer of a residual interest in a tender options bond trust, the right of first refusal will apply to the residual interests and not the VMTP Shares. Any transfer in violation of this Section 2.02(a) shall be void ab initio. (b) In connection with the right of first refusal set forth in Section 2.02(a), the following procedures shall apply (the “Right of First Refusal Procedures”): (i) the Purchaser shall notify the Fund by Electronic Means of any proposed sales or transfers of VMTP Shares which would entitle the Fund to exercise its right of first refusal and such notification shall include the type of entity (a banking institution, insurance company, Broker-Dealer, Foreign Entity (and their direct or indirect wholly-owned subsidiaries), company that is included in the S&P 500 Index (and their direct or indirect wholly-owned subsidiaries), registered open-end management investment companies, tender option bond trust, insurance company or broker-dealer, incorporated or organized under the laws of a country other than the United States, or a political subdivision of a country other than the United States that is regulated as such by that country’s or subdivision’s government or any agency thereof) of the prospective transferee, the number of VMTP Shares subject to the proposed transfer and the proposed transfer price; (ii) if the Fund wishes to exercise its right of first refusal, the Purchaser must be notified of such election by the Fund by Electronic Means within three Business Days after delivery of notice from the Purchaser pursuant to subparagraph (i) above (not counting the day of delivery), and the price to be paid by the Fund with respect to such transfer will be the lesser of the (x) Liquidation Preference plus accrued and unpaid dividends and (y) the proposed transfer price to the unaffiliated third party, provided, however, the price to be paid by the Fund with respect to any sale of the residual interests in a tender option bond trust or any sale of VMTP Shares by any tender option bond trust to anyone other than the Purchaser or the Purchaser’s Affiliates shall be at the proposed sale price; (iii) the exercise of the right of first refusal by the Fund pursuant to subparagraph (ii) above shall be deemed to be the trade date for the purchase of the VMTP Shares by the Fund from the Purchaser and the sale shall settle within 30 days after such trade date or, if the 30th day after such trade date is not a Business Day, then the next Business Day after such 30th day; (iv) if the Purchaser does not receive an affirmative response from the Fund pursuant to subparagraph (ii) above within the required time frame, such right of first refusal shall be deemed rejected by the Fund; (v) any VMTP Shares purchased by the Fund pursuant to its exercise of the right of first refusal in subparagraph (ii) above shall be cancelled by the Fund within one Business Day after settlement of such purchase to the extent the Fund, together with the Investment Adviser and accounts or entities over which the Fund or the Investment Adviser exercises discretionary authority, owns or controls in the aggregate more than 25% of the Outstanding VMTP Shares; and (vi) all purchases of VMTP Shares pursuant to the Fund’s right of first refusal shall be made only out of legally available funds for the redemption of shares of the Fund under Applicable Law and the Certificate of Designation and otherwise in accordance with Applicable Law and the Certificate of Designation.

Sale of VMTP Shares. (a) The Purchaser agrees that any subsequent offers and sales, without the prior written consent of the Fund, will be made only to persons it reasonably believes are either (i) QIBs that are either registered closed-end management investment companies the shares of which are traded on a national securities exchange (“Closed-End Funds”), banks (and their direct or indirect wholly-owned subsidiaries)banks, insurance companies, Broker-Dealers, Foreign Entities (and their direct or indirect wholly-owned subsidiaries), companies that are included in the S&P 500 Index (and their direct or indirect wholly-owned subsidiaries) or registered open-end management investment companies or (ii) tender option bond trusts in which all Beneficial Owners are QIBs that are Closed-End Funds, banks (and their direct or indirect wholly-owned subsidiaries)banks, insurance companies, Broker-Dealers, Foreign Entities (and their direct or indirect wholly-owned subsidiaries), companies that are included in the S&P 500 Index (and their direct or indirect wholly-owned subsidiaries) or registered open-end management investment companies, in each case case, pursuant to Rule 144A of the Securities Act or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(2) of the Securities Act. 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. Notwithstanding the foregoing, the Fund shall have the right of first refusal in accordance with the Right of First Refusal Procedures on all proposed direct transfers of Outstanding VMTP Shares from the Purchaser or an Affiliate thereof (other than an Excluded Transfer) to an unaffiliated third party which will upon settlement result in such unaffiliated third party holding and having purchased directly or indirectly in a series of related transactions (with the actual knowledge of the Purchaser) from the Purchaser (or the Purchaser’s its Affiliates in the aggregate), ) more than 25% of the Outstanding VMTP Shares; provided, that the foregoing right of first refusal shall not apply to any VMTP Shares sold pursuant to an underwriting contemplated by Section 3.3 of the Registration Rights Agreement; provided, further, that the foregoing right of first refusal shall apply in connection with the transfer from the Purchaser or an Affiliate thereof of the residual interests in a tender option bond trust or the equity or residual interests of any other entity formed by the Purchaser or the Purchaser’s Affiliates to hold the VMTP Shares that results in the indirect transfer of more than 25% of the voting rights of the Outstanding VMTP Shares to an unaffiliated third party (other than an Excluded Transfer); provided, further, that in the case of a transfer of a residual interest in a tender options bond trust, the right of first refusal will apply to the residual interests and not the VMTP Shares. Any transfer in violation of this Section 2.02(a) shall be void ab initio. (b) In connection with the right of first refusal set forth in Section 2.02(a), the following procedures shall apply (the “Right of First Refusal Procedures”): (i) the Purchaser shall notify the Fund by Electronic Means of any proposed sales or transfers of VMTP Shares which would entitle the Fund to exercise its right of first refusal and such notification shall include the type of entity (a banking institution, insurance company, Broker-Dealer, Foreign Entity (and their direct or indirect wholly-owned subsidiaries), company that is included in the S&P 500 Index (and their direct or indirect wholly-owned subsidiaries), registered open-end management investment companies, tender option bond trust, insurance company or broker-dealer, incorporated or organized under the laws of a country other than the United States, or a political subdivision of a country other than the United States that is regulated as such by that country’s or subdivision’s government or any agency thereof) of the prospective transferee, the number of VMTP Shares subject to the proposed transfer and the proposed transfer pricerefusal; (ii) if the Fund wishes to exercise its right of first refusal, the Purchaser must be notified by Electronic Means of such election by the Fund by Electronic Means within three Business Days after of delivery of notice from the Purchaser pursuant to subparagraph subclause (i) above (not counting the day of delivery), ) and the price to be paid by the Fund with respect to such transfer will be the lesser of the (x) Liquidation Preference plus accrued and unpaid dividends and (y) the proposed transfer price to the unaffiliated third party, provided, however, the price to be paid by the Fund with respect to any sale of the residual interests in a tender option bond trust or any sale of VMTP Shares by any tender option bond trust to anyone other than the Purchaser or the Purchaser’s Affiliates shall be at the proposed sale price; (iii) the exercise of the right of first refusal by the Fund pursuant to subparagraph subclause (ii) above shall be deemed to be the trade date for the purchase of the VMTP Shares by the Fund from the Purchaser and the sale shall settle within 30 days after of such trade date ordate, or if the 30th day after of such trade date is not a Business Day, then the next Business Day after such 30th day; (iv) if the Purchaser does not receive an affirmative response from the Fund pursuant to subparagraph subclause (ii) above within the required time frame, such right of first refusal shall be deemed rejected by the Fund;; and (v) any VMTP Shares purchased by the Fund pursuant to its exercise of the right of first refusal in subparagraph subclause (ii) above shall be cancelled by the Fund within one Business Day after of settlement of such purchase to the extent the Fund, together with the Investment Adviser and accounts or entities over which the Fund or the Investment Adviser exercises discretionary authority, owns or controls in the aggregate more than 25% of the Outstanding VMTP Shares; and (vi) all purchases of VMTP Shares pursuant to the Fund’s right of first refusal shall be made only out of legally available funds for the redemption of shares of the Fund under Applicable Law and the Certificate of Designation and otherwise in accordance with Applicable Law and the Certificate of Designation.

Sale of VMTP Shares. (a) The TDI Purchaser agrees that any subsequent offers and sales, without the prior written consent of the Fund, will be made only to persons it reasonably believes are either (i) QIBs that are registered closed-end closed‑end management investment companies the shares of which are traded on a national securities exchange (“Closed-End Closed‑End Funds”), banks (and their direct or indirect wholly-owned wholly‑owned subsidiaries), insurance companies, Broker-DealersBroker‑Dealers, Foreign Entities (and their direct or indirect wholly-owned wholly‑owned subsidiaries), companies that are included in the S&P 500 Index (and their direct or indirect wholly-owned wholly‑owned subsidiaries) or registered open-end open‑end management investment companies or (ii) tender option bond trusts in which all Beneficial Owners are QIBs that are Closed-End Closed‑End Funds, banks (and their direct or indirect wholly-owned wholly‑owned subsidiaries), insurance companies, Broker-DealersBroker‑Dealers, Foreign Entities (and their direct or indirect wholly-owned wholly‑owned subsidiaries), companies that are included in the S&P 500 Index (and their direct or indirect wholly-owned wholly‑owned subsidiaries) or registered open-end open‑end management investment companies, in each case case, pursuant to Rule 144A of the Securities Act or another available exemption from registration under the Securities Act, in a manner not involving any public offering within the meaning of Section 4(24(a)(2) of the Securities Act. 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. Notwithstanding the foregoing, the Fund shall have the right of first refusal in accordance with the Right of First Refusal Procedures on all proposed transfers of Outstanding VMTP Shares from the TDI Purchaser or an Affiliate thereof (other than an Excluded Transfer) to an unaffiliated third party which will upon settlement result in such unaffiliated third party holding and having purchased directly or indirectly in a series of related transactions (with the actual knowledge of the TDI Purchaser) from the TDI Purchaser (or the Purchaser’s its Affiliates in the aggregate), more than 25% of the Outstanding VMTP Shares; provided, that the foregoing right of first refusal shall not apply to any VMTP Shares sold pursuant to an underwriting contemplated by Section 3.3 of the Registration Rights Agreement; provided, further, that the foregoing right of first refusal shall apply in connection with the transfer from the TDI Purchaser or an Affiliate thereof of the residual interests in a tender option bond trust or the equity or residual interests of any other entity formed by the TDI Purchaser or the Purchaser’s its Affiliates to hold the VMTP Shares that results in the indirect transfer of more than 25% of the voting rights of the Outstanding VMTP Shares to an unaffiliated third party (other than an Excluded Transfer)party; provided, further, that in the case of a transfer of a residual interest in a tender options option bond trust, the right of first refusal will apply to the residual interests and not the VMTP Shares. Any transfer in violation of this Section 2.02(a) shall be void ab initio. (b) In connection with the right of first refusal set forth in Section 2.02(a), the following procedures shall apply (the “Right of First Refusal Procedures”): (i) the TDI Purchaser shall notify the Fund by Electronic Means of any proposed sales or transfers of VMTP Shares which would entitle the Fund to exercise its right of first refusal refusal, and such notification shall include the type of entity (a banking institution, insurance company, Broker-DealerBroker‑Dealer, Foreign Entity (and their direct or indirect wholly-owned wholly‑owned subsidiaries), company that is included in the S&P 500 Index (and their direct or indirect wholly-owned wholly‑owned subsidiaries), registered open-end open‑end management investment companies, tender option bond trust, insurance company or broker-dealerbroker‑dealer, incorporated or organized under the laws of a country other than the United States, or a political subdivision of a country other than the United States that is regulated as such by that country’s or subdivision’s government or any agency thereof) of the prospective transferee, the number of VMTP Shares subject to the proposed transfer and the proposed transfer price; (ii) if the Fund wishes to exercise its right of first refusal, the TDI Purchaser must be notified of such election by the Fund by Electronic Means within three Business Days after delivery of notice from the TDI Purchaser pursuant to subparagraph (i) above (not counting the day of delivery), ) and the price to be paid by the Fund with respect to such transfer will be the lesser of the (x) Liquidation Preference plus accrued and unpaid dividends and (y) the proposed transfer price to the unaffiliated third party, ; provided, however, the price to be paid by the Fund with respect to any sale of the residual interests in a tender option bond trust or any sale of VMTP Shares by any tender option bond trust to anyone other than the TDI Purchaser or the Purchaser’s its Affiliates shall be at the proposed sale price; (iii) the exercise of the right of first refusal by the Fund pursuant to subparagraph (ii) above shall be deemed to be the trade date for the purchase of the VMTP Shares by the Fund from the TDI Purchaser and the sale shall settle within 30 days after such trade date or, if the 30th day after such trade date is not a Business Day, then the next Business Day after such 30th day; (iv) if the TDI Purchaser does not receive an affirmative response from the Fund pursuant to subparagraph (ii) above within the required time frame, such right of first refusal shall be deemed rejected by the Fund; (v) any VMTP Shares purchased by the Fund pursuant to its exercise of the right of first refusal in subparagraph (ii) above shall be cancelled by the Fund within one Business Day after settlement of such purchase to the extent the Fund, together with the Investment Adviser and accounts or entities over which the Fund or the Investment Adviser exercises discretionary authority, owns or controls in the aggregate more than 25% of the Outstanding VMTP Shares; and (vi) all purchases of VMTP Shares pursuant to the Fund’s right of first refusal shall be made only out of legally available funds for the redemption of shares of the Fund under Applicable Law and the Certificate Statement of Designation Preferences and otherwise in accordance with Applicable Law and the Certificate Statement of DesignationPreferences.