Common use of Change of Bank Control Act and Bank Holding Company Act Clause in Contracts

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 this 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, 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 benefits of the transactions contemplated by this Agreement to, such Investor or the Company or any of their affiliates (any such requirement, condition, restriction or limitation, a “Materially Burdensome Regulatory Condition”).

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 this 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, 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 benefits of the transactions contemplated by this Agreement to, such Investor or the Company or any of their affiliates (any such requirement, condition, restriction or limitation, a “Materially Burdensome Regulatory Condition”).

Change of Bank Control Act and Bank Holding Company Act. Each Investor that is If the Investors are (or any of them 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 Investors’ proposed purchase of Acquired Common Stock Stock, each of those Investors will file that notice within 20 Business Days after the date of this 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 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 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, 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 benefits of the transactions contemplated by this Agreement to, such Investor or the Company or any of their affiliates Affiliates (any such requirement, condition, restriction or limitation, a “Materially Burdensome Regulatory Condition”). At least 20 Business Days before the Closing Date, the Company will include in a schedule of contemplated steps with regard to the transactions that are the subject of this and the other Investor Agreements that is submitted to the Federal Reserve Board, or in another document that is submitted to the Federal Reserve Board regarding the transactions that are the subject of this Agreement and the other Investor Agreements, disclosure of the fact that between the time when Common Stock is issued to the Investors at the Closing and the time when the conversion of the Series G Preferred Stock into Common Stock becomes effective (which is expected to be immediately after Common Stock is issued to, and paid for, by the Investors and the Other Investors at the Closing), the Acquired Common Stock will constitute more than 9.9% of the outstanding shares of Common Stock (the “Submission”. A copy of the Submission will be provided to the Investors at least two Business days prior to its being submitted to the Federal Reserve Board.

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 this 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 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 will impose a “Materially Burdensome Regulatory Condition. Notwithstanding anything to the contrary, neither the Investors nor ,” defined as 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, restrictions or limitations that are customary for similarly situated investments) , but including, for the avoidance of doubt, any modification, alteration, deletion or other change to the terms and conditions of the Investor Agreements that differs from those agreed by and among the parties), 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 benefits of the transactions contemplated by this Agreement to, such Investor or the Company or any of their affiliates (any such requirement, condition, restriction or limitation, a “Materially Burdensome Regulatory Condition”)affiliates.

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 this 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, 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 benefits of the transactions contemplated by this Agreement to, such Investor or the Company or any of their affiliates (any such requirement, condition, restriction or limitation, a “Materially Burdensome Regulatory Condition”). At least 20 Business Days before the Closing Date, the Company will include in a schedule of contemplated steps with regard to the transactions that are the subject of this and the other Investor Agreements that is submitted to the Federal Reserve Board, or in another document that is submitted to the Federal Reserve Board regarding the transactions that are the subject of this Agreement and the other Investor Agreements, disclosure of the fact that between the time when Common Stock is issued to the Investors at the Closing and the time when the conversion of the Series G Preferred Stock into Common Stock becomes effective (which is expected to be immediately after Common Stock is issued to, and paid for, by the Investors and the Other Investors at the Closing), the Acquired Common Stock will constitute more than 9.9% of the outstanding shares of Common Stock (the “Submission)”. A copy of the Submission will be provided to the Investors at least two Business days prior to its being submitted to the Federal Reserve Board.

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 this 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 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 will impose a “Materially Burdensome Regulatory Condition. Notwithstanding anything to the contrary, neither the Investors nor Condition ,” defined as 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, restrictions or limitations that are customary for similarly situated investments) , but including, for the avoidance of doubt, any modification, alteration, deletion or other change to the terms and conditions of the Investor Agreements that differs from those agreed by and among the parties), 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 benefits of the transactions contemplated by this Agreement to, such Investor or the Company or any of their affiliates (any such requirement, condition, restriction or limitation, a “Materially Burdensome Regulatory Condition”)affiliates.

Change of Bank Control Act and Bank Holding Company Act. Each If the 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 the Investor’s proposed purchase of Acquired Common Stock Stock, it will file that notice within 20 Business Days after the date of this the Investor’s Subscription 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 the Investor’s purchase of the Acquired Common Stock and the consummation of the transactions that are the subject of this the Investor’s Subscription Agreement will not result in such the 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 the Investor in all reasonable respects with regard to such the 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 the Investor’s Subscription Agreement before it will give such confirmation, the Company and the Investors Investor will cooperate to make the necessary revisions, provided that neither the Company nor the Investors Investor will be required to revise the structure of those transactions in a way that would will require an amendment of any other Investor Agreement or that will impose a “Materially Burdensome Regulatory Condition. Notwithstanding anything to the contraryCondition ”, neither the Investors nor defined as 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, restrictions or limitations that are customary for similarly situated investments) , but including, for the avoidance of doubt, any modification, alteration, deletion or other change to the terms and conditions of the Investor Agreements that differs from those agreed by and among the parties), 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 the Investor’s or the Company’s obligations hereunder under the Investor’s Subscription Agreement (including these Terms and Conditions) or a condition to an Investor’s or the Company’s obligations hereunder, under the Investor’s Subscription Agreement (including these Terms and Conditions) 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 benefits of the transactions contemplated by this the Investor’s Subscription Agreement to, such Investor or the Company or any of their affiliates (any such requirement, condition, restriction or limitation, a “Materially Burdensome Regulatory Condition”)Company.