Common use of Additional Regulatory Matters Clause in Contracts

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 receiving any regulatory or governmental approval, consent, waiver or non-objection (each of clauses (1) through (6), a "Burdensome Condition").

Additional Regulatory Matters. (a) The Company and the Investor Investors agree to cooperate and use their reasonable best efforts to ensure that neither the Investor Investors nor any of its 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. (b) The Company shall not knowingly take any action that would reasonably be expected to pose a substantial risk that the Investor Investors or any of its their Affiliates would 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, 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 Investors or any Affiliateof their Affiliates, 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 receiving any regulatory or governmental approval, consent, waiver or non-objection (each of clauses (1) through (6), a "Burdensome Condition").

Additional Regulatory Matters. (a) The Company So long as the Purchasers own 5% or more of all of the outstanding shares of Collective Common Stock of the Corporation on an as-converted basis: (i) each of the Corporation and the Investor agree Purchasers agrees to cooperate and use their its reasonable best efforts to ensure ensure, including by communicating with each other with respect to their respective purchases of the Corporation’s Equity Securities, that neither of the Investor Purchasers nor any of its their Affiliates will be deemed to control the Company become, or otherwise be deemed control, a "“bank holding company" for purposes ” within the meaning of the BHC Act and the CIBC Act.; and (bii) The Company the Corporation shall not knowingly take any action that which would reasonably be expected to pose a substantial risk that the Investor Purchasers or any of its their Affiliates would be deemed to control the Company will become, or otherwise be deemed control, a "“bank holding company" for purposes ” within the meaning of the BHC Act, including undertaking any redemption, recapitalization, 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 Purchaser is not given the right to participate in such redemption, recapitalization, or repurchase to the extent of the Investor's Purchaser’s pro rata proportion; provided, however, that the Corporation shall not be deemed to have violated this Section 8.4 if it has given the Purchasers the opportunity to participate in such redemption, recapitalization or repurchase to the extent of the Purchaser’s pro rata proportion and the Purchaser fails to so participate. (b) Notwithstanding anything in this Agreement, in no event will the Purchasers or any of their Affiliates be obligated to: (i) without limiting clause (b)(ii) below, (x) propose or accept any divestiture of any of the Purchasers’ or any of their Affiliate’s assets, or (y) accept any operational restriction on the Purchasers’ or any of their Affiliate’s business, or agree to take any action that limits the Purchasers’ or their Affiliate’s commercial practices in any way (except as they relate to the Corporation and its Subsidiaries) to obtain any consent, acceptance or approval of any Governmental Entity to consummate the transactions contemplated hereby; or (ii) propose or agree to accept any term or condition or otherwise modify the terms of this Agreement or any other Transaction Document, including, for the avoidance of doubt, the terms or the amount of the Equity Securities to be delivered by the Corporation under this Agreement, to obtain any consent, acceptance, approval of any Governmental Entity to the consummation of the transactions contemplated by this Agreement and the other Transaction Documents if such term, condition, modification or confirmation would (x) materially adversely affect (with respect to any Purchaser or its Affiliates) any material term of the transactions, or (y) adversely affect (with respect to any Purchaser or its Affiliates) any material financial term of the transactions contemplated by this Agreement and the other Transaction Documents. (c) Notwithstanding anything in this Agreement Section 8.4 to the contrary, nothing in no event this Agreement shall be construed to prohibit or restrict the Investor or Corporation from repurchasing any Affiliate, principal, shareholder, member, partner, director, officer, or employee securities issued by the Corporation to the United States Department 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 receiving any regulatory or governmental approval, consent, waiver or non-objection (each of clauses (1) through (6), a "Burdensome Condition")Treasury.

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 his 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 which would reasonably be expected to pose a substantial risk that any of the Investor or any of its his Affiliates would will 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 ’s pro rata proportion. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall neither the Investor or nor any Affiliate, principal, shareholder, member, partner, director, officer, or employee Affiliate of the Investor shall be required: required (1i) 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; (2ii) to support or maintain the capital, liquidity, or financial condition of the Company or a Company Subsidiary the Company's subsidiaries (other than through the investment on the terms expressly stated contemplated herein); (3iii) to modify or limit its operations, investments, operations or commercial practices (other than with respect except as they relate to relationships with the Company or and the Company Subsidiaries); (4iv) to modify or limit its governance, ownership, legal structure, accounting, or compensation arrangements; (5v) to modify the terms of this Agreement, including, for the avoidance of doubt, the terms or the amount of the Purchased Shares to be delivered by the Company under this Agreement; (vi) to become subject to or otherwise permit or accept any other condition, limitation, restriction, requirement, or restraint imposed by that would reasonably be expected to adversely affect (with respect to the Investor or his Affiliates) any bank regulatory authority on the Investor, the Company or any material financial term 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 by this Agreement or the anticipated benefits or burdens to the Investor and its Affiliates of the transactions contemplated hereinhereby; (6vii) to propose, undertakeagree, agree to or accept any of the items described in clauses (1i) through (5vi) as a condition to receiving any regulatory or governmental approval, consent, waiver approval or non-objection consent (each of clauses (1i) through (6vii), a "“Burdensome Condition"”).

Additional Regulatory Matters. (a) The Company, the Company Bank 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 the Company Bank or otherwise be deemed a "“bank holding company" ” for purposes of the BHC Act, including the rules and regulations promulgated thereunder (or any successor provision). (b) The Neither the Company nor the Company Bank shall not knowingly take any action that which would reasonably be expected to pose a substantial risk that the Investor or any of its Affiliates would will be deemed to control the Company or the Company Bank 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 ’s pro rata proportion. (c) Notwithstanding anything in this Agreement to the contrary, in no event shall neither the Investor or nor any Affiliate, principal, shareholder, member, partner, director, officer, or employee of the Investor its Affiliates shall be required: required (1i) 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; (2ii) to support or maintain the capital, liquidity, or financial condition of the Company or a Company Subsidiary the Company’s subsidiaries (other than through the investment on the terms expressly stated contemplated herein); (3iii) to modify or limit its operations, investments, operations or commercial practices (other than with respect except as they relate to relationships with the Company or and the Company Subsidiaries); (4iv) to modify or limit its governance, ownership, legal structure, accounting, or compensation arrangements; (5v) to modify the terms of this Agreement or any other Transaction Document in a way, or 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 Investorrestraint, 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 would reasonably be expected to adversely affect (with respect to the Investor or its Affiliates) the anticipated benefits or burdens to the Company, any Company Subsidiary, or the Investor and its Affiliates of the transactions contemplated hereinhereby; (6vi) to propose, undertakeagree, agree to or accept any of the items described in clauses (1i) through (5v) as a condition to receiving any regulatory or governmental approval, consent, waiver approval or non-objection consent (each of clauses (1i) through (6vi), a "“Burdensome Condition"”).

Additional Regulatory Matters. (ai) The Company and the each Investor agree to cooperate and use their reasonable best efforts to ensure (without the imposition of unreasonable expense upon either party) that neither the any 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 ActAct or to own an amount of voting securities of the Company which would cause such Investor (together with its Affiliates) to exceed its Maximum Voting Percentage. (bii) The Company shall not knowingly take any action that which would reasonably be expected to pose a substantial risk that any of the Investor or any of its Affiliates would will be deemed to control the Company or otherwise be deemed a "“bank holding company" ” for purposes of the BHC ActAct or to exceed such Investor’s Maximum Voting Percentage, 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 ’s pro rata proportion. (ciii) 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 Affiliate of the an Investor shall be required: required (1A) 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; (2B) to support or maintain the capital, liquidity, or financial condition of the Company or a Company Subsidiary the Company’s subsidiaries (other than through the investment on the terms expressly stated contemplated herein); (3C) to modify or limit its operations, investments, operations or commercial practices (other than with respect except as they relate to relationships with the Company or and the Company SubsidiariesCompany’s subsidiaries); (4D) to modify or limit its governance, ownership, legal structure, accounting, or compensation arrangements; (5E) to modify the terms of this Agreement, including, for the avoidance of doubt, the terms or the amount of the Purchased Shares to be delivered by the Company under this Agreement; (F) to become subject to or otherwise permit or accept any other condition, limitation, restriction, requirement, or restraint imposed by that would reasonably be expected to adversely affect (with respect to the Investor or its Affiliates) any bank regulatory authority on the Investor, the Company or any material financial term 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 by this Agreement or the anticipated benefits or burdens to such Investor and its Affiliates of the transactions contemplated hereinhereby; or (6G) to propose, undertakeagree, agree to or accept any of the items described in clauses (1A) through (5F) as a condition to receiving any regulatory or governmental approval, approval or consent, waiver or non-objection (each of clauses (1) through (6), a "Burdensome Condition").

Additional Regulatory Matters. (a) The So long as the Investor has a Qualifying Ownership Interest: (1) each of the Company and the Investor agree agrees to cooperate and use their its reasonable best efforts to ensure ensure, including by communicating with each other with respect to their respective purchases of Common Stock, that neither the Investor nor any of its Affiliates will be deemed to control the Company become, or otherwise be deemed control, a "“bank holding company" for purposes ” within the meaning of the BHC Act and the CBC Act.; and (b2) The the Company shall not knowingly take any action that which would reasonably be expected to pose a substantial risk that the Investor or any of its Affiliates would be deemed to control the Company will become, or otherwise be deemed control, a "“bank holding company" for purposes ” within the meaning 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 ’s pro rata proportion; provided, however, that the Company shall not be deemed to have violated this Section 4.13(a)(2) if it has given the Investor the opportunity to participate in such redemption, recapitalization, or repurchase to the extent of the Investor’s pro rata proportion and the Investor fails to so participate. (cb) Notwithstanding anything in this Agreement to Agreement, including the contraryprovisions of Section 4.13(a), in no event shall will the Investor or any Affiliate, principal, shareholder, member, partner, director, officer, or employee of the Investor its Affiliates be required: obligated to: (1) to become a "bank holding company" within the meaning Without limiting clause (b)(2) below, (A) propose or accept any divestiture of any of the BHC Act, a "savings and loan holding company" within the meaning Investor’s or any of the Home Owners' Loan Actits Affiliates’ assets, or a similarly regulated entity under (B) accept any similar operational restriction on the Investor’s or successor lawany of its Affiliates’ business, or agree to take any action that limits the Investor’s or its Affiliates’ commercial practices in any way (except as they relate to the Company and the Company Subsidiaries) to obtain any consent, acceptance or approval of any Governmental Entity to consummate the transactions; or (2) Propose or agree to support accept any term or maintain condition or otherwise modify the capitalterms of this Agreement or any other Transaction Document, liquidityincluding, for the avoidance of doubt, the terms or financial condition the amount of the Company or a Company Subsidiary (other than through the investment on the terms expressly stated herein); (3) Securities to modify or limit its operations, investments, or commercial practices (other than with respect to relationships with be delivered by the Company or under this Agreement, to obtain any consent, acceptance, approval of any Governmental Entity to 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 consummation of the transactions contemplated herein; by this Agreement and the other Transaction Documents if such term, condition, modification or confirmation would (6A) materially adversely affect (with respect to propose, undertake, agree to the Investor or accept its Affiliates) any material term of the items described in clauses transactions, or (1B) through adversely affect (5with respect to the Investor or its Affiliates) as a condition to receiving any regulatory or governmental approval, consent, waiver or non-objection (each material financial term of clauses (1) through (6), a "Burdensome Condition")the transactions contemplated by this Agreement and the other Transaction Documents.

Additional Regulatory Matters. (a) The Company Each of the Corporation and the Investor agree agrees to cooperate and use their its reasonable best efforts to ensure ensure, including by communicating with each other with respect to their respective purchases of Common Stock, that neither the Investor nor any of its Affiliates will be deemed to control the Company become, or otherwise be deemed control, a "“bank holding company" for purposes ” within the meaning of the BHC Act or be required to file a notice of any type under the CBC Act. (b) . The Company Corporation shall not knowingly take any action that which would reasonably be expected to pose a substantial risk that the Investor or any of its Affiliates would be deemed to control the Company will become, or otherwise be deemed control, a "“bank holding company" for purposes ” within the meaning of the BHC Act or be required to file a notice of any type under the CBC 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 ’s pro rata proportion; provided, however, that the Corporation shall not be deemed to have violated this Section 4.10 if it has given the Investor the opportunity to participate in such redemption, recapitalization, or repurchase to the extent of the Investor’s pro rata proportion and the Investor fails to so participate. (b) So long as the Investor and its Affiliates own 5% or more of all of the outstanding shares of Common Stock (counting for such purposes all shares of Common Stock into or for which shares of any Securities owned by the Investor and its Affiliates are directly or indirectly convertible or exercisable): (1) each of the Corporation and the Investor agrees to cooperate and use its reasonable best efforts to ensure, including by communicating with each other with respect to their respective purchases of Common Stock, that neither the Investor nor any of its Affiliates will become, or control, a “bank holding company” within the meaning of the BHC Act or be required to file a notice of any type under the CBC Act; and (2) the Corporation shall not knowingly take any action which would reasonably be expected to pose a substantial risk that the Investor or any of its Affiliates will become, or control, a “bank holding company” within the meaning of the BHC Act or be required to file a notice of any type under the CBC 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; provided, however, that the Corporation shall not be deemed to have violated this Section 4.10(a) if it has given the Investor the opportunity to participate in such redemption, recapitalization, or repurchase to the extent of the Investor’s pro rata proportion and the Investor fails to so participate. (c) Notwithstanding anything in this Agreement to Agreement, including the contraryprovisions of Section 4.10, in no event shall will the Investor or any Affiliate, principal, shareholder, member, partner, director, officer, or employee of the Investor its Affiliates be required: obligated to: (1) to become a "bank holding company" within the meaning Without limiting clause (c)(2) below, (A) propose or accept any divestiture of any of the BHC ActInvestor’s or any of its Affiliates’ assets, a "savings or (B) accept any operational restriction on the Investor’s or any of its Affiliates’ business, or agree to take any action that limits the Investor’s or its Affiliates’ commercial practices in any way (except as they relate to the Corporation and loan holding company" within the meaning Corporation Subsidiaries) to maintain its investment hereunder other than according to the commitments provided to the Board of Governors of the Home Owners' Loan Act, or a similarly regulated entity under any similar or successor lawFederal Reserve System set forth in Exhibit E; or (2) Propose or agree to support accept any term or maintain condition or otherwise modify the capitalterms of this Agreement or the Series B Preferred Stock Articles of Amendment, liquidityincluding, for the avoidance of doubt, the terms or financial condition the amount of the Company Securities to be delivered by the Corporation under this Agreement, if such term, condition, modification or a Company Subsidiary confirmation would (other than through the investment on the terms expressly stated herein); A) materially adversely affect (3) to modify or limit its operations, investments, or commercial practices (other than with respect to relationships with the Company Investor or its Affiliates) any material term of the Company Subsidiaries); (4) to modify or limit its governance, ownership, legal structure, accountingtransactions, or compensation arrangements; (5B) 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 (with respect to the anticipated benefits Investor or burdens its Affiliates) any material financial term of the transactions contemplated herein; (6) to propose, undertake, agree to by this Agreement or accept any the Series B Preferred Stock Articles of the items described in clauses (1) through (5) as a condition to receiving any regulatory or governmental approval, consent, waiver or non-objection (each of clauses (1) through (6), a "Burdensome Condition")Amendment.

Additional Regulatory Matters. (a) The Each of the Company and the Investor agree agrees to cooperate and use their its reasonable best efforts to ensure ensure, including by communicating with each other with respect to their respective purchases of Common Stock, that neither none of the Investor nor any of its Investor’s Affiliates will be deemed to control the Company become, or otherwise be deemed control, a "“bank holding company" for purposes ” within the meaning of the BHC ActAct and the Change in Bank Control Act of 1978. (b) The Company shall not knowingly take any action that which would reasonably be expected to pose a substantial risk that the Investor or any of its the Investor’s Affiliates would be deemed to control the Company will become, or otherwise be deemed control, a "“bank holding company" for purposes ” within the meaning 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 ’s pro rata proportion. (c) Notwithstanding anything in this Agreement to the contraryAgreement, in no event shall will the Investor or any Affiliate, principal, shareholder, member, partner, director, officer, or employee of the Investor his Affiliates be required: obligated to: (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; Without limiting clause (2) to support below, (A) propose or maintain accept any divestiture of any of the capital, liquidityInvestor’s or any of his Affiliates’ assets, or financial condition (B) accept any operational restriction on the Investor’s or any of his Affiliates’ business, or agree to take any action that limits the Investor’s or his Affiliates’ commercial practices in any way (except as they relate to 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 and the Company Subsidiaries); (4) to modify or limit its ) including, without limitation, by requiring the modification of governance, ownership, legal structure, accountingfee or carried interest arrangements with respect to, or compensation arrangements; otherwise by imposing any capital or other requirements on, the Investor or any of its Affiliates, (5C) agree to become subject to provide capital to, or otherwise permit maintain or accept any other conditioncontribute, limitationdirectly or indirectly, restriction, requirement, or restraint imposed by any bank regulatory authority on to the Investorcapital of, the Company or any Company Subsidiary (including the Company Bank) other than the aggregate amount of their respective Affiliates the Purchase Price, or (D) register as a bank holding company, in connection with each case in order to obtain any consent, acceptance or approval of any Governmental Entity to consummate the transactions contemplated herein that wouldby this Agreement and the other Bxxxxx Transaction Document; or (2) Propose or agree to accept any term or condition or otherwise modify the terms of this Agreement or any other Bxxxxx Transaction Document, in including, for the reasonable and good faith judgment avoidance of doubt, the terms or the amount of the InvestorSecurities to be delivered by the Company under this Agreement, materially and adversely affect to obtain any consent, acceptance, approval of any Governmental Entity to the anticipated benefits or burdens consummation of the transactions contemplated herein; by this Agreement and the other Bxxxxx Transaction Document if such term, condition, modification or confirmation would (6A) materially adversely affect (with respect to propose, undertake, agree to the Investor or accept his Affiliates) any material term of the items described in clauses transactions, or (1B) through reasonably be expected to adversely affect (5with respect to the Investor or his Affiliates) as a condition any material financial term of the transactions contemplated by this Agreement and the other Bxxxxx Transaction Document or the anticipated benefits to receiving any regulatory or governmental approval, consent, waiver or non-objection (each of clauses (1) through (6), a "Burdensome Condition")the Investor and its Affiliates hereunder.