Change of Bank Control Act and Bank Holding Company Act. Each Investor that is required to file a written notice with the Federal Reserve Board under the Change in Bank Control Act of 1978, as amended (the “CBCA”) with respect to such Investor’s proposed purchase of Acquired Common Stock will file that notice within 20 Business Days after the date of the Original Agreement and will use its best commercially reasonable efforts, including providing all information reasonably requested by the Federal Reserve Board and entering into customary passivity commitments, to obtain as promptly as practicable a written confirmation from the Federal Reserve Board to the effect that such Investor’s purchase of the Acquired Common Stock and the consummation of the transactions that are the subject of this Agreement will not result in such Investor or any of its affiliates being in control of the Company or of FirstBank for purposes of the Bank Holding Company Act or the Federal Reserve Board’s Regulation Y, or otherwise being subject to regulation as a bank holding company under that Act. The Company will cooperate with each Investor in all reasonable respects with regard to such Investor’s efforts to obtain such confirmation from the Federal Reserve Board. If the Federal Reserve Board requires revisions to the structure of the transactions that are the subject of this Agreement before it will give such confirmation, the Company and the Investors will cooperate to make the necessary revisions, provided that neither the Company nor the Investors will be required to revise the structure of those transactions in a way that would impose a Materially Burdensome Regulatory Condition. Notwithstanding anything to the contrary, neither the Investors nor any of their affiliates shall be required to comply with, agree to, or suffer to exist, any requirement, condition, restriction or limitation (other than customary passivity commitments or other requirements, conditions, restrictions or limitations that are customary for similarly situated investments) arising pursuant to any notice to, registration, declaration or filing with, exemption or review by, or authorization, order, consent or approval of, any Governmental Entity, that when used in reference to an Investor’s or the Company’s obligations hereunder or a condition to an Investor’s or the Company’s obligations hereunder, is, in the good faith reasonable judgment of such Investor or the Company, as the case may be, materially burdensome on, or would materially reduce the economic b...
