Common use of Avoidance of Control Clause in Contracts

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 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 (ia) 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 24.9933.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.999.9% of any class of voting securities of the Company by such Purchaser, together with such Purchaser’s Affiliates) or (iib) 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 9.999.9%, 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 24.9933.3% of the Company’s total equity or to exercise any voting rights of any class of securities in excess of 9.999.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4.17 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers other parties hereto and shall cooperate in good faith with the Purchasers 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 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 (ia) 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 24.9933.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.999.9% of any class of voting securities of the Company by such Purchaser, together with such Purchaser’s Affiliates) or (iib) 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 9.999.9%, 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 Act, any applicable provisions of Chapter 53 of the North Carolina General Statutes, 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 24.9933.3% of the Company’s total equity or to exercise any voting rights of any class of securities in excess of 9.999.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4.12 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers other parties hereto and shall cooperate in good faith with the Purchasers 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 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 (ia) 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 24.9933.3% 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 (iib) 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 9.999.9%, 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 Act, any applicable provisions of Minnesota Law, 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 24.9933.3% of the Company’s total equity or to exercise any voting rights of any class of securities in excess of 9.999.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4.9 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers other parties hereto and shall cooperate in good faith with the Purchasers such parties to modify ownership or 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 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 (ia) such the Purchaser’s or any other Person’s equity of the Company (together with equity of the Company owned by such the Purchaser’s or other Person’s Affiliates (as such term is used under the BHC Act)) to exceed 24.9933.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.999.9% of any class of voting securities of Voting Securities by the Company by such PurchaserPurchaser or any other Person, together with such Purchaser’s their respective Affiliates, as applicable) or (iib) such the Purchaser’s or any other Person’s ownership of any class of voting securities of the Company Voting Securities (together with the ownership by such the Purchaser’s Affiliates (as such term is used under the BHC Act) of voting securities of the CompanyVoting Securities) to exceed 9.999.9%, in each case without the prior written consent of the Purchaser or such PurchaserPerson, 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 the 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 the Purchaser (together with its Affiliates (as such term is used under the BHC Act)) shall not have the ability to purchase more than 24.9933.3% of the Company’s total equity or to exercise any voting rights of any class of securities in excess of 9.999.9% of the total outstanding voting securities of the CompanyVoting Securities. In the event either the. Company or the Company Purchaser breaches its obligations under this Section 4.14 4.17 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers other parties hereto and shall cooperate in good faith with the Purchasers 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 this Agreement, neither the Company nor any Subsidiary 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 the Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such the 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 affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.999.9%, in each case without the prior written consent of such the 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 the 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 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 9.999.9% of the total outstanding voting securities of the Company. In the event either the Company or the Purchaser breaches its obligations under this Section 4.14 24 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers other party hereto and shall cooperate in good faith with the Purchasers such party 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 this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, (i) 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)proportion or (ii) any merger, consolidation or other change of control, that would cause (ia) such Purchaser’s or any other Person’s equity of the Company (together with equity of the Company owned by such Purchaser’s Affiliates or other Person’s affiliates (as such term is used under the BHC ActBHCA)) to exceed 24.99% of the Company’s total equity (provided there is no ownership or control in excess of 9.999.9% of any class of voting securities of the Company by such PurchaserPurchaser or any other Person, together with their respective Affiliates, as applicable) or (b) such Purchaser’s Affiliates) or (ii) such Purchaserany other Person’s ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s Affiliates affiliates (as such term is used under the BHC ActBHCA) of voting securities of the Company) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser, or to increase to an amount that would constitute “control” under the BHC ActBHCA, the CIBC Act CIBCA 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 ActBHCA, the CIBC Act CIBCA or any rules or regulations promulgated thereunder (or any successor provisions), in each case without the prior written consent of such Purchaser or such Person; provided, however, that the Company shall not be deemed to be in breach of this Section to the extent that it is taking actions authorized under other Sections of this Agreement. Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates affiliates (as such term is used under the BHC ActBHCA)) 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 9.999.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4.13 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers other parties hereto and shall cooperate in good faith with the Purchasers 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 this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, any redemption, repurchase, rescission or recapitalization of Class A Common Stock, or securities or rights, options or warrants to purchase Class A Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Class A 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 (ia) 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 24.9933.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.999.9% of any class of voting securities of the Company by such Purchaser, together with such Purchaser’s Affiliates) or (iib) 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 9.999.9%, 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 24.9933.3% of the Company’s total equity or to exercise any voting rights of any class of securities in excess of 9.999.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4.17 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers other parties hereto and shall cooperate in good faith with the Purchasers 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 this Agreement, neither the Company nor any Subsidiary 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 the Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such the 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 affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.999.9%, in each case without the prior written consent of such the 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 the 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 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 9.999.9% of the total outstanding voting securities of the Company. In the event either the Company or the Purchaser breaches its obligations under this Section 4.14 22 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers other party hereto and shall cooperate in good faith with the Purchasers such party 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 this Agreement, neither the Company nor any Subsidiary shall take any action (including, without limitation, (i) 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)proportion or (ii) any merger, consolidation or other change of control, that would cause (ia) such Purchaser’s or any other Person’s equity of the Company (together with equity of the Company owned by such Purchaser’s or other Person’s Affiliates (as such term is used under the BHC ActBHCA)) to exceed 24.99% of the Company’s total equity (provided there is no ownership or control in excess of 9.999.9% of any class of voting securities of the Company by such PurchaserPurchaser or any other Person, together with their respective Affiliates, as applicable) or (b) such Purchaser’s Affiliates) or (ii) such Purchaserany other Person’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 ActBHCA) of voting securities of the Company) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser, or to increase to an amount that would constitute “control” under the BHC ActBHCA, the CIBC Act CIBCA 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 ActBHCA, the CIBC Act CIBCA or any rules or regulations promulgated thereunder (or any successor provisions), in each case without the prior written consent of such Purchaser or such Person; provided however that the Company shall not be deemed to be in breach of this Section to the extent that it is taking actions authorized under other Sections of this Agreement. Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHC ActBHCA)) 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 9.999.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4.13 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers other parties hereto and shall cooperate in good faith with the Purchasers 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 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 Buyer is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such PurchaserBuyer’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 PurchaserBuyer’s ownership of any class of voting securities of the Company (together with the ownership by such PurchaserBuyer’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.999.9%, in each case without the prior written consent of such PurchaserBuyer, or to increase to an amount that would constitute “control” under the BHC Act, the CIBC Act CIBCA or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause such Purchaser Buyer to “control” the Company under and for purposes of the BHC Act, the CIBC Act CIBCA or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything , in each case without the prior written consent of such Buyer; provided however that the Company shall not be deemed to be in breach of this Section to the contrary in extent that it is taking actions authorized under other Sections of 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 4(g) or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers Buyers and shall cooperate in good faith with the Purchasers Buyers 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 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 Non-Voting Common Stock, or securities or rights, options or warrants to purchase Common Stock or Non-Voting Common Stock, or securities of any type whatsoever that are, or may become, convertible into or exchangeable into or exercisable for Common Stock or Non-Voting 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 (ia) 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 24.9933.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.999.9% of any class of voting securities of the Company by such Purchaser, together with such Purchaser’s Affiliates) or (iib) 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 9.999.9%, 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 24.9933.3% of the Company’s total equity or to exercise any voting rights of any class of securities in excess of 9.999.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4.16 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers other parties hereto and shall cooperate in good faith with the Purchasers 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 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 Shareholder is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such PurchaserShareholder’s pro rata proportion), that would cause (ia) such PurchaserShareholder’s or any other Person’s equity of the Company (together with equity of the Company owned by such PurchaserShareholder’s or other Person’s Affiliates (as such term is used under the BHC ActBHCA)) to exceed 24.9933.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.999.9% of any class of voting securities of the Company by such PurchaserShareholder or any other Person, together with such Purchaser’s their respective Affiliates, as applicable) or (iib) such PurchaserShareholder’s or any other Person’s ownership of any class of voting securities of the Company (together with the ownership by such PurchaserShareholder’s Affiliates (as such term is used under the BHC ActBHCA) of voting securities of the Company) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser, or to increase to an amount that would constitute “control” under the BHC ActBHCA, the CIBC Act CIBCA or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause such Purchaser Shareholder to “control” the Company under and for purposes of the BHC ActBHCA, the CIBC Act CIBCA or any rules or regulations promulgated thereunder (or any successor provisions), in each case without the prior written consent of such Shareholder or such Person; provided however that the Company shall not be deemed to be in breach of this Section to the extent that it is taking actions authorized under other Sections of this Agreement. Notwithstanding anything to the contrary in this Agreement, no Purchaser Shareholder (together with its Affiliates (as such term is used under the BHC ActBHCA)) shall have the ability to purchase more than 24.9933.3% of the Company’s total equity or to exercise any voting rights of any class of securities in excess of 9.999.9% of the total outstanding voting securities of the Company. In the event either the Company or a Shareholder breaches its obligations under this Section 4.14 4.13 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers other parties hereto and shall cooperate in good faith with the Purchasers 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 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 (ia) 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 ActBHCA)) to exceed 24.9933.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.999.9% of any class of voting securities of the Company by such Purchaser, together with such Purchaser’s Affiliates) or (iib) 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 ActBHCA) of voting securities of the Company) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser, or to increase to an amount that would constitute “control” under the BHC ActBHCA, the CIBC Act CIBCA 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 ActBHCA, the CIBC Act CIBCA 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 ActBHCA)) shall have the ability to purchase more than 24.9933.3% of the Company’s total equity or to exercise any voting rights of any class of securities in excess of 9.999.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4.12 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers other parties hereto and shall cooperate in good faith with the Purchasers 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 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 's pro rata proportion), that would cause (ia) such Purchaser’s 's equity of the Company (together with equity of the Company owned by such Purchaser’s 's Affiliates (as such term is used under the BHC Act)) to exceed 24.9933.3% of the Company’s 's total equity (provided that 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 's Affiliates) or (iib) such Purchaser’s 's ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s '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 24.9933.3% of the Company’s '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 either the Company or a Purchaser breaches its obligations under this Section 4.14 4.16 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers other parties hereto and shall cooperate in good faith with the Purchasers 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 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 Stock, in each case, where each Purchaser is not given the right to participate in such redemption, repurchase, rescission repurchase or recapitalization to the extent of such Purchaser’s pro rata proportion), that would cause (ia) such any 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 24.9933.3% 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 (iib) such any 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 9.999.9%, 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 24.9933.3% of the Company’s total equity or to exercise any voting rights of any class of securities in excess of 9.999.9% of the total outstanding voting securities of the Company. In the event either the Company or a Purchaser breaches its obligations under this Section 4.14 4.16 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers other parties hereto and shall cooperate in good faith with the Purchasers 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 this Agreement, neither the Company nor any Subsidiary 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 the Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such the 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 affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.994.9%, in each case without the prior written consent of such the 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 the 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 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 9.999.9% of the total outstanding voting securities of the Company. In the event either the Company or the Purchaser breaches its obligations under this Section 4.14 22 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers other party hereto and shall cooperate in good faith with the Purchasers such party 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 this Agreement, neither the Company nor any Company Subsidiary shall take any action (including, without limitation, including 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 repurchase or recapitalization to the extent of such Purchaser’s pro rata proportion), that would cause (ia) such Purchaser’s equity of or any other person’s capital contributions to the Company (together with equity of the Company owned capital contributions by such Purchaser’s or other person’s Affiliates (as such term is used under the BHC Act)) to exceed 24.9933.3% of the Company’s total equity capital (provided that there is no ownership or control in excess of 9.999.9% of any class of voting securities of the Company by such PurchaserPurchaser or any other person, together with such Purchaser’s their respective Affiliates, as applicable) or (iib) such Purchaser’s or any other person’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 9.999.9%, in each case without the prior written consent of Purchaser or such Purchaserperson, 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 not have the ability to purchase contribute more than 24.9933.3% of the Company’s total equity or to exercise any voting rights of any class of securities in excess of 9.999.9% of the total outstanding voting securities of the Company. In the event either the Company or Purchaser breaches its obligations under this Section 4.14 4.10 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers other parties hereto and shall cooperate in good faith with the Purchasers 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 this Agreement, neither the Company nor any Subsidiary 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, except where each the Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such the 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 affiliates (as such term is used under the BHC Home Owners’ Loan Act) of voting securities of the Company) to exceed 9.999.9%, in each case or 25% of the total equity, without the prior written consent of such the Purchaser, or to increase to an amount that would constitute “control” under the BHC Home Owners’ Loan Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause such the Purchaser to “control” the Company under and for purposes of the BHC Home Owners’ Loan Act, the CIBC Act or any rules or regulations promulgated thereunder (or any successor provisions). It shall not constitute a default by the Company under this Section for the Company to record any such transactions on its corporate records, or to take any actions required by any Bank Regulatory Authority. Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates affiliates (as such term is used under the BHC Home Owners’ Loan 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 9.999.9% of the total outstanding voting securities of the Company, or 25% of the total outstanding equity of the Company. In the event either the Company or the Purchaser breaches its obligations under this Section 4.14 22 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers other party hereto and shall cooperate in good faith with the Purchasers such party 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. (a) 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 the Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of such the Purchaser’s pro rata proportion), that would cause (i) such the Purchaser’s equity of the Company (together with equity of the Company owned by such the Purchaser’s Affiliates (as such term is used under the BHC Act)Affiliates) to exceed 24.9933.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.999.9% of any class of voting securities of the Company by such the Purchaser, together with such the Purchaser’s Affiliates) or (ii) such the Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by such the Purchaser’s Affiliates (as such term is used under the BHC Act) of voting securities of the Company) to exceed 9.999.9%, in each case without the prior written consent of such the Purchaser, or to increase to an amount that would constitute “control” under the BHC Act, the CIBC Change in Bank Control Act or any rules or regulations promulgated thereunder (or any successor provisions) or otherwise cause such the Purchaser to “control” the Company under and for purposes of the BHC Act, the CIBC Change in Bank Control Act or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no the Purchaser (together with its Affiliates (as such term is used under the BHC Act)Affiliates) shall not have the ability to purchase more than 24.9933.3% of the Company’s total equity or to exercise any voting rights of any class of securities in excess of 9.999.9% of the total outstanding voting securities of the Company. In the event either the Company or the Purchaser breaches its obligations under this Section 4.14 4.27 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the Purchasers other party and shall cooperate in good faith with the Purchasers such party to modify ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach. (b) Notwithstanding anything to the contrary in this Agreement, prior to the Stock Conversion, the Company shall not take any action, directly or indirectly, through its Subsidiaries or otherwise, that would cause an adjustment to the Conversion Price or Conversion Rate (each, as defined in the Articles of Amendment) under the Articles of Amendment such that it would cause the Purchaser’s equity of the Company (together with equity owned by the Purchaser’s Affiliates, assuming Stock Conversion, to exceed 19.99% of the Company’s total equity, without the prior written consent of the Purchaser.