Common use of Avoidance of Control Clause in Contracts

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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 reasonably be expected to pose a substantial risk that (a) a Purchaser’s equity securities of the Company (together with equity securities owned by such Purchaser’s affiliates (as such term is used under the BHCA) would exceed 33.3% of the Company’s total equity or (b) a 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 BHCA) of voting securities of the Company) would (i) exceed 9.99%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory Approvals, or (ii) increase to an amount that would constitute “control” under the BHCA, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCA, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, or any rules or regulations promulgated thereunder (or any successor provisions). Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its respective Affiliates (as such term is used under the BHCA)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.99% of any outstanding class of voting securities of the Company. (c) In the event either the Company or any Purchaser breaches its obligations under this Section 4.13, 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 other party to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion) ), that would reasonably be expected to pose a substantial risk that cause (ai) a such Purchaser’s equity securities of the Company (together with equity securities of the Company owned by such Purchaser’s affiliates Affiliates (as such term is used under the BHCABHC Act)) would to exceed 33.324.99% 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 (bii) a 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 BHCABHC Act) of voting securities of the Company) would (i) to exceed 9.99%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory ApprovalsPurchaser, or (ii) to increase to an amount that would constitute “control” under the BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCABHC Act)) shall have the ability to purchase more than 33.324.99% of the Company’s total equity or to exercise any voting rights of any class of securities in excess of 9.99% of any the total outstanding class of voting securities of the Company. (c) . In the event either the Company or any Purchaser breaches its obligations under this Section 4.13, 4.14 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party hereto Purchasers and shall cooperate in good faith with such other party the Purchasers to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion) ), that would reasonably be expected to pose a substantial risk that (a) a Purchaser’s equity securities of the Company (together with equity securities owned by cause such Purchaser’s affiliates (as such term is used under the BHCA) would exceed 33.3% of the Company’s total equity or (b) a 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 BHCABHC Act) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory ApprovalsPurchaser, or (ii) to increase to an amount that would constitute “control” under the BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCABHC Act)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.999.9% of any the total outstanding class of voting securities of the Company. (c) . In the event either the Company or any a Purchaser breaches its obligations under this Section 4.13, 4.14 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company 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, repurchase or recapitalization to the extent of such Purchaser’s pro rata proportionproportion and (ii) prior to the conversion of the Convertible Preferred Stock, any action that would reasonably be expected cause an adjustment to pose a substantial risk the conversion prices of the Convertible Preferred Stock pursuant to the terms of the Preferred Certificates of Designation), that would cause (a) a Purchaser’s equity securities of or any other Person’s capital contributions to the Company (together with equity securities owned capital contributions by such Purchaser’s affiliates or other Person’s Affiliates (as such term is used under the BHCABHC Act)) would to exceed 33.3% of the Company’s total equity capital (provided that there is no ownership or control in excess of 9.9% of any class of voting securities of the Company by such Purchaser or any other person, together with their respective Affiliates, as applicable) or (b) a 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 Affiliates (as such term is used under the BHCABHC Act) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of Purchaser or such Purchaser and receipt of any required Bank Regulatory ApprovalsPerson, or (ii) to increase to an amount that would constitute “control” under the BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCABHC Act)) shall not have the ability to purchase contribute more than 33.3% of the Company’s total equity capital (provided that there is no ownership or control by such Purchaser, together with capital contributions by such Purchaser’s Affiliates, in excess of 9.9% of any class of voting securities of the Company) or exercise any voting rights of any class of securities in excess of 9.999.9% of any the total outstanding class of voting securities of the Company. (c) ; provided, however, Purchaser’s exercise of its rights under Section 4.11 will not constitute a breach hereunder. In the event either the Company or any Purchaser breaches its obligations under this Section 4.13, 4.15 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion) ), that would reasonably be expected to pose a substantial risk that cause (a) a such Purchaser’s equity securities of the Company (together with equity securities owned by such Purchaser’s affiliates Affiliates (as such term is used under the BHCABHC Act)) would to exceed 33.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.9% of any class of voting securities of the Company by such Purchaser, together with such Purchaser’s Affiliates) or (b) a 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 BHCABHC Act) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory ApprovalsPurchaser, or (ii) to increase to an amount that would constitute “control” under the BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCABHC Act)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.999.9% of any the total outstanding class of voting securities of the Company. (c) . In the event either the Company or any a Purchaser breaches its obligations under this Section 4.13, 4.17 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion) ), that would reasonably be expected to pose a substantial risk that (a) a Purchaser’s equity securities of the Company (together with equity securities owned by cause such Purchaser’s affiliates (as such term is used under the BHCA) would exceed 33.3% of the Company’s total equity or (b) a 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 BHCABHC Act) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory ApprovalsPurchaser, or (ii) to increase to an amount that would constitute “control” under the BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCABHC Act)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.999.9% of any the total outstanding class of voting securities of the Company. (c) . In the event either the Company or any a Purchaser breaches its obligations under this Section 4.13, 4.15 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion) ), that would reasonably be expected to pose a substantial risk that cause (a) a such Purchaser’s or any other Person’s equity securities of the Company (together with equity securities owned by such Purchaser’s affiliates or other Person’s Affiliates (as such term is used under the BHCA)) would to exceed 33.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.9% of any class of voting securities of the Company by such Purchaser or any other Person, together with their respective Affiliates, as applicable) or (b) a 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 Affiliates (as such term is used under the BHCA) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory Approvals, or (ii) to increase to an amount that would constitute “control” under the BHCA, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCA, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCA)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.999.9% of any the total outstanding class of voting securities of the Company. (c) . In the event either the Company or any a Purchaser breaches its obligations under this Section 4.13, 4.14 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such the Purchaser’s pro rata proportion) ), that would reasonably be expected to pose a substantial risk that (a) a Purchaser’s equity securities of cause the Company (together with equity securities owned by such Purchaser’s affiliates (as such term is used under the BHCA) would exceed 33.3% of the Company’s total equity or (b) a 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 BHCABHC Act) of voting securities of the Company) would (i) to exceed 9.994.9%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory Approvalsthe Purchaser, or (ii) to increase to an amount that would constitute “control” under the BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates affiliates (as such term is used under the BHCABHC Act)) shall have the ability to purchase more than 33.39.9% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.99% of any outstanding class of voting securities of the Company. (c) . In the event either the Company or any the Purchaser breaches its obligations under this Section 4.13, 22 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 other party to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion) ), that would reasonably be expected to pose a substantial risk that cause (a) a such Purchaser’s equity securities of the Company (together with equity securities owned by such Purchaser’s affiliates Affiliates (as such term is used under the BHCABHC Act)) would to exceed 33.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.9% of any class of voting securities of the Company by such Purchaser, together with such Purchaser’s Affiliates) or (b) a 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 BHCABHC Act) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory ApprovalsPurchaser, or (ii) to increase to an amount that would constitute “control” under the BHCABHC Act, the CIBC Act, any applicable provisions of the Laws Chapter 53 of the State of ConnecticutNorth 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 BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCABHC Act)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.999.9% of any the total outstanding class of voting securities of the Company. (c) . In the event either the Company or any a Purchaser breaches its obligations under this Section 4.13, 4.12 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such Purchaser’s 's pro rata proportion) ), that would reasonably be expected to pose a substantial risk that cause (a) a such Purchaser’s 's equity securities of the Company (together with equity securities owned by such Purchaser’s affiliates 's Affiliates (as such term is used under the BHCABHC Act)) would to exceed 33.3% 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 Affiliates) or (b) a such Purchaser’s 's ownership of any class of voting securities of the Company (together with the ownership by such Purchaser’s affiliates 's Affiliates (as such term is used under the BHCABHC Act) of voting securities of the Company) would (i) to exceed 9.99%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory ApprovalsPurchaser, or (ii) to increase to an amount that would constitute “"control” " under the BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCABHC Act)) shall have the ability to purchase more than 33.3% of the Company’s 's total equity or exercise any voting rights of any class of securities in excess of 9.99% of any the total outstanding class of voting securities of the Company. (c) . In the event either the Company or any a Purchaser breaches its obligations under this Section 4.13, 4.16 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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 reasonably be expected to pose a substantial risk that cause (a) a Purchaser’s equity securities of or any other person’s capital contributions to the Company (together with equity securities owned capital contributions by such Purchaser’s affiliates or other person’s Affiliates (as such term is used under the BHCABHC Act)) would to exceed 33.3% of the Company’s total equity capital (provided that there is no ownership or control in excess of 9.9% of any class of voting securities of the Company by such Purchaser or any other person, together with their respective Affiliates, as applicable) or (b) a 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 Affiliates (as such term is used under the BHCABHC Act) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of Purchaser or such Purchaser and receipt of any required Bank Regulatory Approvalsperson, or (ii) to increase to an amount that would constitute “control” under the BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCABHC Act)) shall not have the ability to purchase contribute more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.999.9% of any the total outstanding class of voting securities of the Company. (c) . In the event either the Company or any Purchaser breaches its obligations under this Section 4.13, 4.10 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion) ), that would reasonably be expected to pose a substantial risk that cause (a) a such Purchaser’s equity securities of the Company (together with equity securities owned by such Purchaser’s affiliates Affiliates (as such term is used under the BHCABHC Act)) would to exceed 33.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.9% of any class of voting securities of the Company by such Purchaser, together with such Purchaser’s Affiliates) or (b) a 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 BHCABHC Act) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory ApprovalsPurchaser, or (ii) to increase to an amount that would constitute “control” under the BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCABHC Act)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.999.9% of any the total outstanding class of voting securities of the Company. (c) . In the event either the Company or any a Purchaser breaches its obligations under this Section 4.13, 4.17 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such the Purchaser’s pro rata proportion) ), that would reasonably be expected to pose a substantial risk that cause (ai) a the Purchaser’s equity securities of the Company (together with equity securities owned by such the Purchaser’s affiliates (as such term is used under the BHCAAffiliates) would to exceed 33.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.9% of any class of voting securities of the Company by the Purchaser, together with the Purchaser’s Affiliates) or (bii) a the Purchaser’s ownership of any class of voting securities of the Company (together with the ownership by such the Purchaser’s affiliates Affiliates (as such term is used under the BHCABHC Act) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory Approvalsthe Purchaser, or (ii) to increase to an amount that would constitute “control” under the BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCA)Affiliates) shall not have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.999.9% of any the total outstanding class of voting securities of the Company. (c) . In the event either the Company or any the Purchaser breaches its obligations under this Section 4.13, 4.27 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 other party to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided . (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 no such modification shall require any Purchaser would cause an adjustment to increase the Conversion Price or decrease its ownership interest 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 such other the Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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 reasonably be expected to pose a substantial risk that cause (a) a any Purchaser’s equity securities of the Company (together with equity securities owned by such Purchaser’s affiliates Affiliates (as such term is used under the BHCABHC Act)) would to exceed 33.3% of the Company’s total equity or (b) a any 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 BHCABHC Act) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory ApprovalsPurchaser, or (ii) to increase to an amount that would constitute “control” under the BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCABHC Act)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.999.9% of any the total outstanding class of voting securities of the Company. (c) . In the event either the Company or any a Purchaser breaches its obligations under this Section 4.13, 4.16 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion) ), that would reasonably be expected to pose a substantial risk that cause (a) a the Purchaser’s or any other Person’s equity securities of the Company (together with equity securities owned by such the Purchaser’s affiliates or other Person’s Affiliates (as such term is used under the BHCABHC Act)) would to exceed 33.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.9% of any class of Voting Securities by the Purchaser or any other Person, together with their respective Affiliates, as applicable) or (b) a 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 Affiliates (as such term is used under the BHCABHC Act) of voting securities of the CompanyVoting Securities) would (i) to exceed 9.999.9%, in each case without the prior written consent of the Purchaser or such Purchaser and receipt of any required Bank Regulatory ApprovalsPerson, or (ii) to increase to an amount that would constitute “control” under the BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCABHC Act)) shall not have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.999.9% of any the total outstanding class of voting securities of the Company. (c) Voting Securities. In the event either the the. Company or any the Purchaser breaches its obligations under this Section 4.13, 4.17 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion) ), that would reasonably be expected to pose a substantial risk that cause (a) a such Purchaser’s equity securities of the Company (together with equity securities owned by such Purchaser’s affiliates Affiliates (as such term is used under the BHCABHC Act)) would to exceed 33.3% of the Company’s total equity or (b) a 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 BHCABHC Act) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory ApprovalsPurchaser, or (ii) to increase to an amount that would constitute “control” under the BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of ConnecticutMinnesota 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 BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCABHC Act)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.999.9% of any the total outstanding class of voting securities of the Company. (c) . In the event either the Company or any a Purchaser breaches its obligations under this Section 4.13, 4.9 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to promptly modify any 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; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion) ), that would reasonably be expected to pose a substantial risk that cause (a) a such Purchaser’s equity securities of the Company (together with equity securities owned by such Purchaser’s affiliates Affiliates (as such term is used under the BHCA)) would to exceed 33.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.9% of any class of voting securities of the Company by such Purchaser, together with such Purchaser’s Affiliates) or (b) a 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 BHCA) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory ApprovalsPurchaser, or (ii) to increase to an amount that would constitute “control” under the BHCA, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCA, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCA)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.999.9% of any the total outstanding class of voting securities of the Company. (c) . In the event either the Company or any a Purchaser breaches its obligations under this Section 4.13, 4.12 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such the Purchaser’s pro rata proportion) ), that would reasonably be expected to pose a substantial risk that (a) a Purchaser’s equity securities of cause the Company (together with equity securities owned by such Purchaser’s affiliates (as such term is used under the BHCA) would exceed 33.3% of the Company’s total equity or (b) a 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 BHCABHC Act) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory Approvalsthe Purchaser, or (ii) to increase to an amount that would constitute “control” under the BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates affiliates (as such term is used under the BHCABHC Act)) shall have the ability to purchase more than 33.39.9% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.99% of any outstanding class of voting securities of the Company. (c) . In the event either the Company or any the Purchaser breaches its obligations under this Section 4.13, 22 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 other party to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such Purchaser’s pro rata proportionproportion or (ii) any merger, consolidation or other change of control, that would reasonably be expected to pose a substantial risk that cause (a) a such Purchaser’s or any other Person’s equity securities of the Company (together with equity securities owned by such Purchaser’s or other Person’s affiliates (as such term is used under the BHCA)) would to exceed 33.39.9% of any class of voting securities of the Company’s total equity Company by such Purchaser or any other Person, together with their respective Affiliates, as applicable) or (b) a 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 BHCA) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory Approvals, or (ii) to increase to an amount that would constitute “control” under the BHCA, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCA, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates affiliates (as such term is used under the BHCA)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.999.9% of any the total outstanding class of voting securities of the Company. (c) . In the event either the Company or any a Purchaser breaches its obligations under this Section 4.13, 4.13 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such PurchaserShareholder’s pro rata proportion) ), that would reasonably be expected to pose a substantial risk that cause (a) a Purchasersuch Shareholder’s or any other Person’s equity securities of the Company (together with equity securities owned by such PurchaserShareholder’s affiliates or other Person’s Affiliates (as such term is used under the BHCA)) would to exceed 33.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.9% of any class of voting securities of the Company by such Shareholder or any other Person, together with their respective Affiliates, as applicable) or (b) a Purchasersuch Shareholder’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 Affiliates (as such term is used under the BHCA) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory Approvals, or (ii) to increase to an amount that would constitute “control” under the BHCA, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCA, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCA)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.999.9% of any the total outstanding class of voting securities of the Company. (c) . In the event either the Company or any Purchaser a Shareholder breaches its obligations under this Section 4.13, 4.13 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such Purchaser’s pro rata proportion) ), that would reasonably be expected to pose a substantial risk that cause (a) a such Purchaser’s equity securities of the Company (together with equity securities owned by such Purchaser’s affiliates Affiliates (as such term is used under the BHCABHC Act)) would to exceed 33.3% of the Company’s total equity (provided that there is no ownership or control in excess of 9.9% of any class of voting securities of the Company by such Purchaser, together with such Purchaser’s Affiliates) or (b) a 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 BHCABHC Act) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory ApprovalsPurchaser, or (ii) to increase to an amount that would constitute “control” under the BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCABHC Act)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.999.9% of any the total outstanding class of voting securities of the Company. (c) . In the event either the Company or any a Purchaser breaches its obligations under this Section 4.13, 4.16 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such PurchaserBuyer’s pro rata proportion) ), that would reasonably be expected to pose a substantial risk that (a) a Purchaser’s equity securities of the Company (together with equity securities owned by cause such Purchaser’s affiliates (as such term is used under the BHCA) would exceed 33.3% of the Company’s total equity or (b) a PurchaserBuyer’s ownership of any class of voting securities of the Company (together with the ownership by such PurchaserBuyer’s affiliates Affiliates (as such term is used under the BHCABHC Act) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory ApprovalsBuyer, or (ii) to increase to an amount that would constitute “control” under the BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCA)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.99% of any outstanding class of voting securities of the Company. (c) . In the event either the Company or any Purchaser breaches its obligations under this Section 4.13, 4(g) or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party hereto Buyers and shall cooperate in good faith with such other party Buyers to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such the Purchaser’s pro rata proportion) ), that would reasonably be expected to pose a substantial risk that (a) a Purchaser’s equity securities of cause the Company (together with equity securities owned by such Purchaser’s affiliates (as such term is used under the BHCA) would exceed 33.3% of the Company’s total equity or (b) a 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 BHCAHome Owners’ Loan Act) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case or 25% of the total equity, without the prior written consent of such Purchaser and receipt of any required Bank Regulatory Approvalsthe Purchaser, or (ii) to increase to an amount that would constitute “control” under the BHCAHome Owners’ Loan Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCAHome Owners’ Loan Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates affiliates (as such term is used under the BHCAHome Owners’ Loan Act)) shall have the ability to purchase more than 33.39.9% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.99% of any outstanding class of voting securities of the Company. (c) , or 25% of the total outstanding equity of the Company. In the event either the Company or any the Purchaser breaches its obligations under this Section 4.13, 22 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 other party to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such Purchaser’s pro rata proportionproportion or (ii) any merger, consolidation or other change of control, that would reasonably be expected to pose a substantial risk that cause (a) a such Purchaser’s or any other Person’s equity securities of the Company (together with equity securities owned by such Purchaser’s affiliates or other Person’s Affiliates (as such term is used under the BHCA)) would to exceed 33.39.9% of any class of voting securities of the Company’s total equity Company by such Purchaser or any other Person, together with their respective Affiliates, as applicable) or (b) a 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 Affiliates (as such term is used under the BHCA) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory Approvals, or (ii) to increase to an amount that would constitute “control” under the BHCA, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCA, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates (as such term is used under the BHCA)) shall have the ability to purchase more than 33.3% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.999.9% of any the total outstanding class of voting securities of the Company. (c) . In the event either the Company or any a Purchaser breaches its obligations under this Section 4.13, 4.13 or believes that it is reasonably likely to breach such an obligation, it shall promptly notify the other party parties hereto and shall cooperate in good faith with such other party parties to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.

Avoidance of Control. (a) Notwithstanding anything to the contrary in this Agreement, no Purchaser (together with its Affiliates (as such term is used under the BHCA)) shall have the ability to purchase or exercise any voting rights of any securities in excess of 9.99% of the outstanding shares of any class of voting securities of the Company. (b) 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, rescission or recapitalization to the extent of such the Purchaser’s pro rata proportion) ), that would reasonably be expected to pose a substantial risk that (a) a Purchaser’s equity securities of cause the Company (together with equity securities owned by such Purchaser’s affiliates (as such term is used under the BHCA) would exceed 33.3% of the Company’s total equity or (b) a 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 BHCABHC Act) of voting securities of the Company) would (i) to exceed 9.999.9%, in each case without the prior written consent of such Purchaser and receipt of any required Bank Regulatory Approvalsthe Purchaser, or (ii) to increase to an amount that would constitute “control” under the BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 BHCABHC Act, the CIBC Act, any applicable provisions of the Laws of the State of Connecticut, 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 respective Affiliates affiliates (as such term is used under the BHCABHC Act)) shall have the ability to purchase more than 33.39.9% of the Company’s total equity or exercise any voting rights of any class of securities in excess of 9.99% of any outstanding class of voting securities of the Company. (c) . In the event either the Company or any the Purchaser breaches its obligations under this Section 4.13, 24 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 other party to promptly modify any ownership or make other arrangements or take any other action, in each case, as is necessary to cure or avoid such breach; provided that no such modification shall require any Purchaser to increase or decrease its ownership interest in the Company without the consent of such other Purchaser.