Avoidance of Control. (a) Each of the Company and the Investor agrees to cooperate and use its reasonable best efforts to ensure that none of the Investor nor any of its Affiliates will become, control, or be deemed to control a “savings and loan holding company” within the meaning of the HOLA. The Company shall not knowingly take any action which would reasonably be expected to result in any of the Investor or its Affiliates becoming, or controlling, a “savings and loan holding company” within the meaning of the HOLA.
(b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall knowingly 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 portion), that would reasonably be expected to pose a substantial risk that (i) 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 HOLA)) would exceed 24.99% of the Company’s total equity or (ii) 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 HOLA) of voting securities of the Company) would exceed 9.9% of such class, in each case without the prior written consent of Investor.
(c) The Investor shall not take, permit or allow any action that would cause any Company Subsidiary 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, and any successor thereto) with respect to any institution that is not a direct or indirect Company Subsidiary.
(d) In the event that either party hereto, as applicable, breaches its obligations under this Section 4.7 or believes that it is reasonably likely to breach such obligations, it shall immediately notify the other party and shall cooperate in good faith with such other party to modify an ownership or other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.
Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, any redemption, repurchase, rescission 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 each Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion), that would cause (i) such Purchaser’s equity of the Company (together with equity of the Company owned by such Purchaser’s Affiliates (as such term is used under the BHC Act)) to exceed 24.99% of the Company’s total equity (provided there is no ownership or control in excess of 9.99% of any class of voting securities of the Company by such Purchaser, together with such Purchaser’s Affiliates) or (ii) such Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.99%, in each case without the prior written consent of such Purchaser, or to increase to an amount that would constitute “control” under the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause such Purchaser to “control” the Company under and for purposes of the BHC Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHC Act)) shall have the ability to purchase more than 24.99% of the Company’s total equity or to exercise any voting rights of any class of securities in excess of 9.99% of the total outstanding voting securities of the Company. In the event the Company breaches its obligations under this Section 4.14 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers and shall cooperate in good faith with the Purchasers to modify ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.
Avoidance of Control. Notwithstanding anything to the contrary in the Transaction Documents, 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 Anchor Investors are not given the right to participate in such redemption, repurchase or recapitalization to the extent of the Anchor Investors’ pro rata proportion), that would cause any Anchor Investor’s or any other Person’s ownership of voting securities of the Company (together with the ownership by such Anchor Investor’s or other Person’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to increase above 24.9%, without the prior written consent of such affected Anchor Investor, or to increase to an amount that would constitute “control” under the BHC Act, or otherwise cause any Anchor Investor to “control” the Company under and for purposes of the BHC Act. Notwithstanding anything to the contrary in this Agreement or any Transaction Document, no Anchor Investor or any other Person (together with the Anchor Investors or Affiliates (as such term is used under the BHC ACT) shall have the ability to exercise any voting rights of any securities in excess of 24.9% of the total outstanding voting securities of the Company. In the event either the Company or any Anchor Investor breaches its obligations under this Section 3.6 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.
Avoidance of Control. Notwithstanding anything to the contrary in the Transaction Documents, 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 cause the Investor’s or any other Person’s ownership of voting securities of the Company (together with the ownership by the Investor’s or other Person’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to increase above 4.9%, without the prior written consent of the Investor, or to increase to an amount that would constitute “control” under the BHC Act, or otherwise cause the Investor to “control” the Company under and for purposes of the BHC Act.
Avoidance of Control. Notwithstanding anything to the contrary in the Transaction Documents, 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 CapGen is not given the right to participate in such redemption, repurchase or recapitalization to the extent of CapGen’s pro rata proportion), that would cause CapGen’s or any other Person’s ownership of voting securities of the Company (together with the ownership by CapGen’s or other Person’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to increase above 24.9%, without the prior written consent of CapGen. In the event either the Company or CapGen breaches its obligations under this Section 3.6 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party hereto and shall cooperate in good faith with such party to modify ownership or make other arrangements or take any other action, which may, in CapGen’s discretion, include CapGen filing an application with the Federal Reserve and the BFI to increase its percent ownership of outstanding shares of Company Common Stock, in each case, as is necessary to cure or avoid such breach.
Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, the Bank shall not take any action (including, without limitation, any redemption, repurchase, rescission 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), that would reasonably be expected to pose a substantial risk that (a) the Purchaser’s ownership of any class of Voting Securities (together with such Voting Securities owned by the Purchaser’s Affiliates (as such term is used under the BHCA)) to exceed 24.9%, without the prior written consent of the Purchaser, or to increase to an amount that would constitute “control” under the BHC Act or otherwise cause the Purchaser to “control” the Bank under and for purposes of the BHC Act. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not have the ability to purchase more than 24.9% of the Bank’s total equity. In the event either the Bank or the Purchaser breaches its obligations under this Section 4.12 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, to the extent commercially reasonable, make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.
Avoidance of Control. Notwithstanding anything to the contrary in the Transaction Documents, the Company shall not knowingly take any action to repurchase 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 each of Castle Creek and Patriot or any other Purchaser are not given the right to participate in such repurchase of its respective pro rata proportion, that would cause Castle Creek’s or Patriot’s or such other Purchaser’s ownership of voting securities of the Company (together with the ownership by the respective Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to increase above 4.9% in the case of Castle Creek and 9.9% in the case of Patriot or such other Purchaser, without the prior written consent of each of Castle Creek, Patriot, or such other Purchaser, as applicable, or to otherwise cause Castle Creek, Patriot or such other Purchaser to “control” the Company under and for purposes of the BHC Act.
Avoidance of Control. Notwithstanding anything to the contrary in the Transaction Documents, 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), that would cause an Investor’s ownership of voting securities of the Company (together with the ownership by the Investor’s Affiliates (as such term is used under the BHCA) of voting securities of the Company) to increase above 9.9%, without the prior written consent of such Investor.
Avoidance of Control. Notwithstanding anything to the contrary in this Agreement, neither the Company (on behalf of itself and its Subsidiaries) nor any Stockholder shall take any action, including the exercise of any right granted under this Agreement, that would cause (i) any Stockholder’s or any other Person’s ownership of voting Company Securities (together with the ownership by such Stockholder’s or other Person’s affiliates (as such term is used under the Bank Holding Company Act of 1956, as amended (the “BHCA”)) of voting Company Securities) to increase to an amount that would constitute “control” under the BHCA, or otherwise cause any Stockholder to “control” the Bank under and for purposes of the BHCA or (ii) Lightyear’s ownership of voting Company Securities (together with the ownership of its affiliates) to increase to an amount greater than 9.99% of the total voting Company Securities.
Avoidance of Control. Notwithstanding anything to the contrary in this Side Letter Agreement or in any other agreement, neither Parent nor any Parent Subsidiary shall take any action (including any redemption, repurchase, or recapitalization of Parent Common Stock, or securities or rights, options or warrants to purchase Parent Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Parent Common Stock), in each case, (x) that would cause any Large Investor or any other Person to control one third or more of the total equity of Parent for purposes of the BHC Act or its implementing regulations, or (y) that would cause any Large Investor or any other Person to “control,” or be presumed to “control,” Parent under and for purposes of the BHC Act or any rules or regulations promulgated thereunder (or any successor provisions); provided, that Parent shall not be deemed to have breached this Section 7 if Parent or any Parent Subsidiary effects a redemption, repurchase or recapitalization and Parent has given such Large Investor the opportunity to participate in such redemption, repurchase or recapitalization to the extent of such Large Investor’s pro rata proportion on the same terms as the other participants in such redemption, repurchase or recapitalization and such Large Investor fails to so participate. In the event Parent breaches its obligations under this Section 7 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify such Large Investor and shall cooperate in good faith with such Large Investor to modify ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach.
