Additional Regulatory Matters. (a) The Company shall not take any action (including, any redemption, repurchase or recapitalization of Common Stock, of securities or rights, options, or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock) that, based on the advice of counsel, could cause any Investor or any of its affiliates to be deemed to become, or “control”, a “bank holding company” with respect to the Company and its affiliates within the meaning of the Bank Holding Company Act, including the rules and regulations promulgated thereunder (or any successor provision).
(b) Neither the Company nor the Investors shall take or permit to be taken any action that would cause any subsidiary of the Company to become a “commonly controlled insured depository institution” (as that term is defined for purposes of 12 U.S.C. §1815(e), as may be amended or supplemented from time to time, or any successor provision) with respect to any institution that is not a direct or indirect subsidiary of the Company.
(c) The Company shall not take, or permit to be taken, any action that would reasonably be expected to cause any Investor to be subject to or bound by the FDIC’s Statement of Policy on Qualifications for Failed Bank Acquisitions, as it may be amended or supplemented from time to time, except with the prior written consent of such Investor.
(d) In the event that any party to this Agreement breaches its obligations under this Section 6.3 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other parties and shall cooperate in good faith with such other parties to modify ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.
(e) The Company shall, and shall cause FirstBank to, take all necessary and appropriate actions within their commercially reasonable control to:
(i) ensure the continuing application of the Ruling;
(ii) (A) supplement the ruling request submitted to the Puerto Rico Treasury Department (the “PRTD”) on January 14, 2011 to include a request that the PRTD rule that (x) the requirements of Puerto Rico Treasury Article 1124(b)(2)-2 were met to allow FirstBank to use its net operating losses to offset First Leasing & Rental Corporation’s income and (y) the transactions contemplated by this Agreement do not cause a “change of identity” or a change in the trade or b...
Additional Regulatory Matters. (a) The Company and the Investor agree to cooperate and use their reasonable best efforts to ensure that neither the Investor nor any of its Affiliates will be deemed to control the Company or otherwise be deemed a "bank holding company" for purposes of the BHC Act.
(b) The Company shall not knowingly take any action that would reasonably be expected to pose a substantial risk that the Investor or any of its Affiliates would be deemed to control the Company or otherwise be deemed a "bank holding company" for purposes of the BHC Act, including undertaking any redemption, recapitalization, or repurchase of Common Stock, of securities or rights, options, or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor is not given the right to participate in such redemption, recapitalization, or repurchase to the extent of the Investor's pro rata proportion.
(c) Notwithstanding anything in this Agreement to the contrary, in no event shall the Investor or any Affiliate, principal, shareholder, member, partner, director, officer, or employee of the Investor be required: (1) to become a "bank holding company" within the meaning of the BHC Act, a "savings and loan holding company" within the meaning of the Home Owners' Loan Act, or a similarly regulated entity under any similar or successor law; (2) to support or maintain the capital, liquidity, or financial condition of the Company or a Company Subsidiary (other than through the investment on the terms expressly stated herein); (3) to modify or limit its operations, investments, or commercial practices (other than with respect to relationships with the Company or the Company Subsidiaries); (4) to modify or limit its governance, ownership, legal structure, accounting, or compensation arrangements; (5) to become subject to or otherwise permit or accept any other condition, limitation, restriction, requirement, or restraint imposed by any bank regulatory authority on the Investor, the Company or any of their respective Affiliates in connection with the transactions contemplated herein that would, in the reasonable and good faith judgment of the Investor, materially and adversely affect the anticipated benefits or burdens of the transactions contemplated herein; (6) to propose, undertake, agree to or accept any of the items described in clauses (1) through (5) as a condition to re...
Additional Regulatory Matters. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that neither the Investor nor any of the Investor’s Affiliates will become, or control, a “bank holding company” within the meaning of the BHC Act and the Change of Bank Control Act of 1978, as amended (the “CBCA”).
(b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall take any action (including (i) any redemption, repurchase, or recapitalization of Common Stock or Series B Preferred Stock, or securities or rights, options or warrants to purchase Common Stock or Series B Preferred Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock or Series B Preferred Stock in each case, where the Investor is not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Investor’s pro rata proportion, and (ii) prior to the conversion of the Series B Preferred Stock, any action that would cause an adjustment to the conversion prices of the Series B Preferred Stock pursuant to the terms of the Preferred Stock Articles of Amendment), that would reasonably be expected to pose a substantial risk that (1) the Investor’s equity of the Company (together with equity of the Company owned by the Investor’s Affiliates (as such term is used under the BHC Act)) would exceed 33.3% of the Company’s total equity or (2) the Investor’s ownership of any class of Voting Securities of the Company (together with the ownership by Investor’s Affiliates (as such term is used under the BHC Act) of Voting Securities of the Company) would exceed 9.9% of such class, in each case without the prior written consent of Investor or such person, or to increase to an amount that would constitute “control” under the BHC Act, the CBCA or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause Investor to “control” the Company under and for purposes of the BHC Act, the CBCA or any rules or regulations promulgated thereunder (or any successor provisions). In the event either the Company or the Investor breaches its obligations under this Section 5.9(b) or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other parties hereto and shall cooperate in good faith with such parties to modify ownership or make other arrangements or tak...
Additional Regulatory Matters. (a) Section 2.35(a) of the Disclosure Schedule sets forth a true and complete list of the following information for each FCC License issued to (all of which are operated by the Company) or operated by the Company or its Subsidiaries (including all FCC Licenses subject to a Company Management Agreement):
(i) for all FCC Licenses (including all SMR Licenses), the name of the licensee, the name of the seller or sellers, the call sign, the transmitter location (by latitude and longitude), the category of service (indicated by GX or YX) and the frequency or frequencies authorized;
(ii) in the case of SMR Licenses, the number of channels authorized, the number of channels constructed and whether the SMR License is for a conventional (as indicated by GX) or trunked (as indicated by YX) SMR System;
(iii) each holder of any such FCC License that is neither wholly owned by the Company nor owned entirely by unaffiliated Persons and managed by the Company; and
(iv) for all FCC Licenses (including SMR Licenses), whether such FCC Licenses are subject to rights of first refusal, options and other rights or obligations, including entitlements to acquire additional ownership interests, which may affect the ownership interests of the Company of any of its Subsidiaries therein.
(b) All of the FCC Licenses and properties, equipment and systems owned and/or operated by the Company and any of its Subsidiaries related to the FCC Licenses disclosed on Section 2.35(a) of the Disclosure Schedule are, and, to the knowledge of the Company and the Subsidiaries, any such properties, equipment and systems added in connection with any contemplated system expansion or construction prior to or after the Closing will be, in compliance in all material respects with all standards or rules imposed by any Governmental or Regulatory Authority (including the FCC, the Federal Aviation Administration and (if applicable) any public utilities commission or other state or local governments or instrumentalities) applicable to the Company, the Subsidiaries and their respective operation of the properties, equipment and systems or as imposed under any agreements with suppliers or customers. To the knowledge of the Company and its Subsidiaries, all of the equipment and systems owned and/or operated by the Company are in good repair and working order, ordinary wear and tear excepted.
(c) Each of the Company and its Subsidiaries has paid all franchise, regulatory, license or other fees and charges which hav...
Additional Regulatory Matters. 23 2.36 Holdings Company Act and Investment Company Act Status............................................25 2.37 State Takeover Statutes...............................25 2.38 Due Diligence Memoranda...............................25 2.39 Disclosure............................................25 2.40 Projections...........................................26 ARTICLE III
Additional Regulatory Matters. (a) The Company and the Investor agree to cooperate and use their reasonable best efforts to ensure that neither the Investor nor any of its Affiliates will be deemed to control the Company or otherwise be deemed a “bank holding company” for purposes of the BHC Act.
(b) The Company shall not knowingly take any action that would reasonably be expected to pose a substantial risk that the Investor or any of its Affiliates would be deemed to control the Company or otherwise be deemed a “bank holding company” for purposes of the BHC Act, including undertaking any redemption, recapitalization, or repurchase of Common Stock, of securities or rights, options, or warrants to purchase Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock in each case, where the Investor is not given the right to participate in such redemption, recapitalization, or repurchase to the extent of the Investor’s pro rata proportion.
Additional Regulatory Matters a. As of the Effective Date, Integra (or one of its affiliates) owns the 510(k) clearances, XX Xxxxx and other regulatory consents, licenses, authorizations and approvals, including as applicable design dossiers, in other jurisdictions for the Products (the “Product Registrations”). The terms and conditions set forth in Exhibit H shall apply with respect to SeaSpine obtaining a “duplicate” Product Registration in each applicable jurisdiction. The period between the Effective Date and the date SeaSpine obtains a Product Registration in a jurisdiction is referred to herein as the “Phase I Period” for such jurisdiction.
b. SeaSpine shall have sole responsibility for obtaining all required consents, licenses, authorizations and approvals for the manufacture, use and sale of the Product worldwide, and such consents, licenses, authorizations and approvals shall be held in the name of SeaSpine or its designee, except as otherwise provided herein.
c. Integra shall reasonably assist SeaSpine in accordance with Section 8.11(b) by providing information related to the Products when necessary to obtain any consents, licenses, authorizations or approvals, provided that SeaSpine shall reimburse Integra for its costs and expenses associated with Integra’s assistance in providing information related to the Products in obtaining or maintaining consents, licenses, authorizations or approvals for the Product at a per hour charge of $200. Integra will provide the FDA or other applicable regulatory authority with access to Integra’s files related to the Products, but shall not be obligated to permit SeaSpine or any foreign governmental regulatory agency to review certain confidential files, including without limitation, the design history files or processing information for the Products.
Additional Regulatory Matters a. SeaSpine shall have sole responsibility for obtaining all required consents, licenses, authorizations and approvals for the manufacture, use and sale of the Mozaik Product worldwide, and such consents, licenses, authorizations and approvals shall be held in the name of SeaSpine or its designee, except as provided in the DBM and OS Supply Agreement between the Parties or the Mozaik Supply Agreement between the Parties, each of even date herewith.
b. Integra shall reasonably assist SeaSpine in accordance with Section 8.11(a) by providing information related to the Microfib Products when necessary to obtain any consents, licenses, authorizations or approvals, provided that SeaSpine shall reimburse Integra for its costs and expenses associated with Integra’s assistance in providing information related to the Microfib Products in obtaining or maintaining consents, licenses, authorizations or approvals for the Mozaik Product at a per hour charge of $200. Integra will provide the FDA or other applicable regulatory authority with access to Integra’s files related to the Microfib Products, but shall not be obligated to permit SeaSpine or any foreign governmental regulatory agency to review certain confidential files, including without limitation, the design history files or processing information for the Microfib Product.
Additional Regulatory Matters. 36 4.9 Reservation for Issuance...................................................................... 36 4.10
Additional Regulatory Matters. (a) In the case where the Company for any reason becomes a "bank holding company" as defined in Section 2(a)(1) of the Bank Holding Company Act of 1956, as amended (the "BHC Act"), to the extent required by then applicable law, the Investor will cause the Board Representative to resign, and will take all other action reasonably necessary to cause the prompt removal of the Board Representative; provided that the Investor will retain its right to Observers referred to in Section 4.5(b); and provided further that the Company and the Investor will agree to pursue such alternate arrangements as the Investor may reasonably request, such as a reduction of the Investor's ownership of voting securities of the Company or such other restructuring of its ownership of the Company, as may enable the Investor to retain such board representation, while using their respective best efforts to maintain the economic benefits contemplated under this Agreement.
(b) So long as the Investor maintains an Observer under Section 4.5(b), the Company and the Investor agree to cooperate and communicate with each other with respect to their respective purchases of Common Stock with the objective, among other things, that Company repurchases not cause the Investor to become, or control, (1) a "bank holding company" (in the event that the Company becomes a bank holding company) within the meaning of the BHC Act, or (2) a "savings and loan holding company" within the meaning of the HOLA, assuming compliance with coordination and communication undertakings.
