Cooperation of Other Stockholders. Each Stockholder agrees to cooperate with the Company in all reasonable respects in complying with the terms and provisions of the letter agreement between the Company and Investor, a copy of which is attached hereto as Exhibit B, regarding small business matters (the "Small Business Sideletter"), including without limitation, voting to approve amending the Company's Articles of Organization, the Company's by-laws or this Agreement in a manner reasonably requested by Investor or any Regulated Holder (as defined in the Small Business Sideletter) entitled to make such request pursuant to the Small Business Sideletter. Anything contained in this Section 2.4 to the contrary notwithstanding, no Stockholder shall be required under this Section 2.4 to take any action that would adversely affect in any material respect such Stockholder's rights under this Agreement or as a stockholder of the Company.
Cooperation of Other Stockholders. Each Investor agrees to cooperate with the Company in all reasonable respects in complying with the terms and provisions of the letter agreement between the Company and the JPMP Investors, a copy of which is attached hereto as Exhibit B, regarding regulatory matters (the “Second Amended and Restated Regulatory Sideletter”), including voting to approve amending the Company Charter, the Company’s bylaws or this Agreement in a manner reasonably acceptable to the Parties and the JPMP Investors entitled to make such request pursuant to the Second Amended and Restated Regulatory Sideletter in order to remedy a Regulatory Problem (as defined in the Second Amended and Restated Regulatory Sideletter).
Cooperation of Other Stockholders. Each Stockholder agrees to cooperate with the Corporation in complying with Section 16(a) above, including without limitation, voting to approve amending the Certificate, this Agreement or the Bylaws in a manner reasonably requested by the Stockholder requesting such amendment.
Cooperation of Other Stockholders. Each Restricted Stockholder and AON agrees to cooperate with the Company in all reasonable respects in complying with the terms and provisions of the letter agreement between the Company, the PCP Entities and JPMP, a copy of which is attached hereto as Exhibit B, regarding regulatory matters (the "Regulatory Sideletter"), including without limitation, voting to approve amending the Company's certificate of incorporation, the Company's by-laws or this Agreement in a manner reasonably acceptable to the Restricted Stockholders, AON and JPMP or any Affiliate of JPMP entitled to make such request pursuant to the Regulatory Sideletter in order to remedy a Regulatory Problem (as defined in the Regulatory Sideletter). Anything contained in this Section 5.4 to the contrary notwithstanding, no Restricted Stockholder or AON shall be required under this Section 5.4 to take any action that would adversely affect in any material respect its rights under this Agreement or as a stockholder of the Company.
Cooperation of Other Stockholders. Each Investor agrees to cooperate with the Company in all reasonable respects in complying with the terms and provisions of the letter agreement between the Company and the JPMP Investors, a copy of which is attached hereto as Exhibit B, regarding regulatory matters (the “Regulatory Sideletter”), including without limitation, voting to approve amending the Company’s certificate of incorporation, the Company’s bylaws or this Agreement in a manner reasonably acceptable to the Parties and the JPMP Investors entitled to make such request pursuant to the Regulatory Sideletter in order to remedy a Regulatory Problem (as defined in the Regulatory Sideletter).
Cooperation of Other Stockholders. Each Stockholder agrees to cooperate with the Corporation in all reasonable respects in complying with the terms and provisions of the letter agreement between the Corporation and BT, a copy of which is attached hereto as Exhibit D, regarding small business matters (the "Small Business Sideletter"), including, without limitation, voting to approve amending the Articles, the By-laws or this Agreement in a manner reasonably requested by any Regulated Stockholder (as defined in the Articles) in order to avoid a Regulatory Problem (as defined in the Small Business Sideletter) . Additionally, each Stockholder agrees to cooperate with the Corporation and any Regulated Stockholder in all reasonable respects, including without limitation, voting to approve amendments to the Articles, the By-laws or this Agreement in order for such Regulated Stockholder to avoid, prevent or cure a Regulatory Problem; provided, however, that no Stockholder shall as a result of such agreement be required to take any action that could reasonably be expected to have a material adverse effect on such Stockholder's investment in the Corporation.
Cooperation of Other Stockholders. Each Stockholder agrees to cooperate with the Company in all commercially reasonable respects in complying with the terms and provisions of the letter agreements between the Company and each of First Union Capital Partners, Inc. and Chase Venture Capital Associates, L.P., copies of which are attached hereto as EXHIBIT E, regarding small business matters (each, a "Small Business Sideletter"), including without limitation, voting to approve amending the Company's Certificate of Incorporation, the Company's Bylaws or this Agreement in a manner reasonably acceptable to the Stockholders and the Investor or any Regulated Holder (as defined in the Small Business Sideletters) entitled to make such request pursuant to the Small Business Sideletter in order to remedy a Regulatory Problem (as defined in the Small Business Sideletters). Anything contained in this Section 5.12 to the contrary notwithstanding, no Stockholder shall be required under this Section 5.12 to take any action that would adversely affect in any material respect such Stockholder's rights under this Agreement or as a stockholder of the Company.
Cooperation of Other Stockholders. Each Investor agrees to cooperate with the Company in all reasonable respects in complying with the terms and provisions of the letter agreement between the Company and Chase Venture Capital Associates, L.P., a copy of which is attached hereto as ANNEX C, regarding small business matters (the "SBA Sideletter"), including without limitation, voting to approve amending the Company's Certificate of Incorporation, the Company's By-laws or this Agreement in a manner reasonably acceptable to the Investors and Chase Venture Capital Associates, L.P. or any Regulated Holder (as defined in the SBA Sideletter) entitled to make such request pursuant to the SBA Sideletter in order to remedy a Regulatory Problem (as defined in the SBA Sideletter). Anything contained in this Section 6.14 to the contrary notwithstanding, no Investor shall be required under this Section 6.14 to take any action that would adversely affect in any material respect such Investor's rights under this Agreement or as a stockholder of the Company.
Cooperation of Other Stockholders. (i) Each Stockholder agrees to cooperate with the Corporation in all commercially reasonable respects in complying with the terms and provisions of the Regulatory Sideletter (each of X.X. Xxxxxx and Xxxxx Fargo, a "Regulated Investor"), regarding regulatory matters in order to remedy a Regulatory Problem (as defined in the Regulatory Sideletter), including without limitation, voting to approve amending the Certificate, the By-Laws or this Agreement in a manner reasonably acceptable to the Stockholders, the Corporation, each Regulated Investor or any Affiliate of a Regulated Investor entitled to make such request under the Regulatory Sideletter.
(ii) Each Stockholder and the Corporation agree to cooperate in all commercially reasonable respects with each other Stockholder and the Corporation should any Stockholder or any Affiliate of such Stockholder (an "Other Regulated Investor") after the date of this Agreement become directly subject to any regulatory body or fall under the direct regulatory supervision of any regulatory body solely because of such Other Regulated Investor's equity interest in the Corporation, as a result of which the business activities of the such Other Regulated Investor or its Affiliate are materially and adversely limited or the cost of such activities are materially increased (an "Other Regulatory Problem"), to eliminate such Other Regulatory Problem, including without limitation, voting to approve amending the Certificate, the By-Laws or this Agreement in a manner reasonably acceptable to the Stockholders, the Corporation and the Other Regulated Investor.
(iii) Anything contained in this Section 11(a) to the contrary notwithstanding, the Corporation and each Stockholder hereby agree that no Stockholder Fourth Amended and Restated EXECUTION Stockholders' Agreement or the Corporation shall be required under this Section 11(a) to take any action that would adversely affect in any material respect (i) such party's rights under this Agreement or any Stockholder's rights as a stockholder of the Corporation; (ii) the fair market value of such Stockholder's investment in the Corporation (but not including any general affect on the fair market value of the Corporation); or (iii) the operation of such Stockholder's, any of its Affiliates' or the Corporation's business.
Cooperation of Other Stockholders. The Stockholders other than Xxxxx will cooperate in effecting any Drag-Along Disposition in which any of them participates, and, if requested by the Proposed Drag-Along Transferee, will enter into agreements with the Proposed Drag-Along Transferee containing terms and conditions relating to the Drag-Along Disposition that are the same as the terms and conditions applicable to Xxxxx in connection with the Drag-Along Disposition; provided, however, that the representations and indemnification obligations of each such other Stockholder in any such agreements will be limited to such Stockholder’s title to its Securities and its ability to convey title thereto free and clear of any liens, encumbrances or adverse claims; and provided further, that while each of Xxxxxxx Xxxxx and Xxxx Xxxx will be required to continue to perform his obligations under and continue to be subject to the restrictions set forth in the Transaction Agreements (as defined in the Purchase Agreement) in accordance with the terms thereof, in no event will Xxxxxxx Xxxxx and/or Xxxx Xxxx be required to enter into any additional covenants restricting his ability to hire or solicit any employee or former employee of the Company or his ability to compete with the business of the Company; and provided, further, however, that no such other Stockholder will have any liability to the Proposed Drag-Along Transferee with respect to any claims for indemnification in excess of the net proceeds received by such Stockholder in connection with such Drag-Along Disposition or on any basis other than several liability allocated ratably based on such Stockholder’s stock ownership. Notwithstanding anything in this Agreement to the contrary, all Stockholders will participate in all escrow arrangements, promissory notes, holdbacks, reserves or escrows established by Xxxxx, contingent payments, working capital adjustments and any other similar arrangements ratably on the basis of their respective percentage holding of shares and will be entitled to receive its pro rata portion of such sums from any such escrow arrangements, promissory notes, holdbacks, reserves or escrows, contingent payments, working capital adjustments and other similar arrangements if and when Xxxxx receives such payments.
