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.
Additional Regulatory Matters. So long as the Investor has a Qualifying Ownership Interest:
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).
Additional Regulatory Matters. (a) Each of the Company and the Investor agrees to cooperate and use its commercially reasonable efforts to ensure, including by communicating with each other with respect to the Investor’s purchases of the Common Shares, the Series B Preferred Shares and the Note, 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 CBCA.
Additional Regulatory Matters. (a) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall take any action (including any redemption, repurchase, or recapitalization of Common Stock, or 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, repurchase or recapitalization to the extent of the Investor’s pro rata proportion), that would reasonably be expected to pose a substantial risk that 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 after the First Closing Date or the Second Closing Date, 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 Change of Bank Control Act of 1978, as amended (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 the Company breaches its obligations under this Section 5.8(a) 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 take any other action, in each case, as is necessary to cure or avoid such breach. Table of Contents 42
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):
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 Investors agree to cooperate and use their reasonable best efforts to ensure that neither the Investors nor any of their Affiliates will be deemed to control the Company for purposes of the CBC Act or otherwise be deemed a "bank holding company" for purposes of the BHC Act.
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.
Additional Regulatory Matters. (a) The Company shall not, without the consent of the Investors, take any action (including, but not limited to, 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, in each case where the Investors are not given the right to participate in such redemption, repurchase or recapitalization to the extent of their pro rata proportion) that would cause the Acquired Common Stock to constitute in total more than 9.9% of the Common Stock outstanding at that time or otherwise 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, or that will require a filing that would not otherwise be required under the CBCA, including the rules and regulations promulgated thereunder (or any successor provisions).
