Offering of Preferred Shares. Assuming the accuracy of the representations and warranties of the Purchaser in Section 5.07 and 5.08 hereof, no registration of the VMTP Preferred Shares under the Securities Act is required for the offer and sale of the VMTP Preferred Shares in the manner contemplated by this Agreement and the Information Statement. As of the Closing Date, the VMTP Preferred Shares will satisfy the eligibility requirements of Rule 144A(d)(3) under the Securities Act, and no securities of the same class (within the meaning of Rule 144A(d)(3) under the Securities Act) as the VMTP Preferred Shares are listed on any national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system. The Fund has not distributed any offering material in connection with the offering and sale of the VMTP Preferred Shares other than to the Purchaser or its representatives.
Appears in 9 contracts
Samples: VMTP Preferred Shares Purchase Agreement (Jpmorgan Chase & Co), VMTP Preferred Shares Purchase Agreement (Jpmorgan Chase & Co), VMTP Preferred Shares Purchase Agreement (Jpmorgan Chase & Co)
