0001654954-22-009236 Sample Contracts

BLACKROCK MUNIYIELD QUALITY FUND III, INC. AND TD SECURITIES (USA) LLC VRDP SHARES REMARKETING AGREEMENT Dated as of June 16, 2020 VRDP SHARES REMARKETING AGREEMENT
VRDP Shares Remarketing Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc. • New York

This VRDP SHARES REMARKETING AGREEMENT, dated as of June 16, 2020 (this “Agreement”), by and among BlackRock MuniYield Quality Fund III, Inc., a non-diversified, closed-end investment company organized as a Maryland corporation (the “Fund”), and TD Securities (USA) LLC, a Delaware limited liability company (the “Remarketing Agent”).

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VRDP SHARES FEE AGREEMENT dated as of June 16, 2020 between BLACKROCK MUNIYIELD QUALITY FUND III, INC,
VRDP Shares Fee Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc. • New York

VRDP SHARES FEE AGREEMENT dated as of June 16, 2020 (the “Closing Date”), between BLACKROCK MUNIYIELD QUALITY FUND III, INC., a closed-end investment company organized as a Maryland corporation, as issuer (the “Fund”), and THE TORONTO-DOMINION BANK, acting through its New York branch, including its successors and assigns, as liquidity provider (the “Liquidity Provider”).

VRDP SHARES PURCHASE AGREEMENT DATED AS OF JUNE 16, 2020 BETWEEN THE BANK OF NEW YORK MELLON, AS TENDER AND PAYING AGENT AND THE TORONTO-DOMINION BANK, acting through its New York branch, AS LIQUIDITY PROVIDER BLACKROCK MUNIYIELD QUALITY FUND III,...
VRDP Shares Purchase Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc. • New York

VRDP SHARES PURCHASE AGREEMENT, dated as of June 16, 2020 between THE BANK OF NEW YORK MELLON, a New York banking corporation, including its successors and assigns, as tender and paying agent (the “Tender and Paying Agent”) and THE TORONTO-DOMINION BANK, acting through its New York branch, including its successors and assigns, as liquidity provider (the “Liquidity Provider”).

VOTING TRUST AGREEMENT
Voting Trust Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc. • New York

THIS VOTING TRUST AGREEMENT (this “Agreement”) is made and entered into effective for all purposes and in all respects as of June 22, 2022, by and among Lord Securities Corporation, including its successors and assigns by operation of law, as voting trustee (the “Voting Trustee”), Toronto Dominion Investments Inc., including its successors and assigns by operation of law (the “Purchaser”), and Glass Lewis & Co., LLC, including its successors and assigns by operation of law (the “Voting Consultant”).

AMENDMENT TO THE VRDP SHARES REMARKETING AGREEMENT
VRDP Shares Remarketing Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc. • New York

The Fund issued its Series W-7 Variable Rate Demand Preferred Shares (the “VRDP Shares”) pursuant to the Articles Supplementary Establishing and Fixing the Rights and Preferences of VRDP Shares (the “Articles Supplementary”);

AMENDMENT TO THE VRDP SHARES FEE AGREEMENT
VRDP Shares Fee Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc. • New York

The Fund issued its Series W-7 Variable Rate Demand Preferred Shares (the “VRDP Shares”) pursuant to the Articles Supplementary Establishing and Fixing the Rights and Preferences of the VRDP Shares, dated as of May 17, 2011, as amended from time to time (the “Articles Supplementary”);

AMENDMENT TO THE VRDP SHARES PURCHASE AGREEMENT
VRDP Shares Purchase Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc. • New York

BlackRock MuniYield Quality Fund III, Inc. (the “Fund”) issued its Series W-7 Variable Rate Demand Preferred Shares (the “VRDP Shares”) pursuant to the Articles Supplementary Establishing and Fixing the Rights and Preferences of VRDP Shares (the “Articles Supplementary”);

JOINT FILING AGREEMENT
Joint Filing Agreement • July 5th, 2022 • Toronto Dominion Investments, Inc.

Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.

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