Common use of No Materially Burdensome Condition Clause in Contracts

No Materially Burdensome Condition. (a) Notwithstanding anything to the contrary in this Agreement, (i) neither the Company nor any Company Subsidiary shall take any action (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 Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of Purchaser’s pro rata proportion) and (ii) Purchaser shall not be required to take any action, commit to take or refrain from taking any action, or accept or agree to the existence of any condition or restriction, in each case, that would reasonably be expected to pose a substantial risk that Purchaser, its Affiliates or any of their partners or principals would (v) be deemed to own, control or have the power to vote 10% or more of any class of voting shares (as defined for purposes of 12 C.F.R. § 225.2(q)(3)) of the Company or Company Bank (as determined in manner provided by 12 C.F.R. § 225.9) or 33.33% or more of Company’s or Company Bank’s total equity (as determined in the times and in the manner provided by 12 C.F.R. § 225.34), (w) control, or be presumed to control (individually or as part of a group acting in concert) the Company or the Company Bank for purposes of the BHC Act, the Change in Bank Control Act of 1978, as amended (the “CIBC Act”), the California Financial Code or any successor or similar state or federal law, (x) serve as a source of financial strength (as such term is defined under 12 U.S.C. § 1831o-1(f)) for, or enter into any capital or liquidity maintenance agreement or any similar agreement with any Governmental Entity that they will provide capital support to the Company or any of its Subsidiaries or otherwise commit to or contribute any additional capital to, provide other funds to, or make any other investment in, the Company or any of its Subsidiaries, (y) become subject to any requirement, restriction or condition imposed by any Governmental Entity pursuant to any federal or state banking Law in connection with the transactions contemplated hereby that would be materially burdensome to them, or (z) other than with respect to any individual designated by Purchaser to serve on the Board of the Company or as a director of Company Bank, be required to disclose to the Company or any if its Subsidiaries or any Governmental Entity any personal, financial, or other confidential information that is not already, or will not otherwise become, publicly available (each of (v) through (z), a “Materially Burdensome Condition”). (b) In the event either party believes that the imposition of a Materially Burdensome Condition is reasonably likely to occur, it shall promptly notify the other party and both parties shall cooperate in good faith to consider, to the extent commercially reasonable, such modifications or arrangements as may be necessary or advisable to avoid imposition of the Materially Burdensome Condition.

No Materially Burdensome Condition. (a) Notwithstanding anything to the contrary in this Agreement, (i) neither the Company nor any Company Subsidiary shall take any action (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 Purchaser is not given the right to participate in such redemption, repurchase, rescission or recapitalization to the extent of Purchaser’s Purchaser*s pro rata proportion) and (ii) Purchaser shall not be required to take any action, commit to take or refrain from taking any action, or accept or agree to the existence of any condition or restriction, in each case, that would reasonably be expected to pose a substantial risk that Purchaser, its Affiliates or any of their partners or principals would (v) be deemed to own, control or have the power to vote 10% or more of any class of voting shares (as defined for purposes of 12 C.F.R. § section 225.2(q)(3)) of the Company or Company Bank (as determined in manner provided by 12 C.F.R. § section 225.9) or 33.33% or more of Company’s Company*s or Company Bank’s Bank*s total equity (as determined in the times and in the manner provided by 12 C.F.R. § section 225.34), (w) control, or be presumed to control (individually or as part of a group acting in concert) the Company or the Company Bank for purposes of the BHC Act, the Change in Bank Control Act of 1978, as amended (the “CIBC Act”), the California Financial Code or any successor or similar state or federal law, (x) serve as a source of financial strength (as such term is defined under 12 U.S.C. § section 1831o-1(f)) for, or enter into any capital or liquidity maintenance agreement or any similar agreement with any Governmental Entity that they will provide capital support to the Company or any of its Subsidiaries or otherwise commit to or contribute any additional capital to, provide other funds to, or make any other investment in, the Company or any of its Subsidiaries, (y) become subject to any requirement, restriction or condition imposed by any Governmental Entity pursuant to any federal or state banking Law in connection with the transactions contemplated hereby that would be materially burdensome to them, or (z) other than with respect to any individual designated by Purchaser to serve on the Board of the Company or as a director of Company Bank, be required to disclose to the Company or any if its Subsidiaries or any Governmental Entity any personal, financial, or other confidential information that is not already, or will not otherwise become, publicly available (each of (v) through (z), a “Materially Burdensome Condition”).any (b) In the event either party believes that the imposition of a Materially Burdensome Condition is reasonably likely to occur, it shall promptly notify the other party and both parties shall cooperate in good faith to consider, to the extent commercially reasonable, such modifications or arrangements as may be necessary or advisable to avoid imposition of the Materially Burdensome Condition.

No Materially Burdensome Condition. (a) Notwithstanding anything to the contrary in this Agreement, (i) neither the Company nor any Company Subsidiary shall take any action (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 a 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) and (ii) a Purchaser shall not be required to take any action, commit to take or refrain from taking any action, or accept or agree to the existence of any condition or restriction, in each case, that would reasonably be expected to pose a substantial risk that such Purchaser, its Affiliates or any of their partners or principals would (v) be deemed to own, control or have the power to vote 10% or more of any class of voting shares (as defined for purposes of 12 C.F.R. § 225.2(q)(3)) of the Company or Company Bank (as determined in manner provided by 12 C.F.R. § 225.9) or 33.33% or more of Company’s or Company Bank’s total equity (as determined in the times and in the manner provided by 12 C.F.R. § 225.34), (w) control, or be presumed to control (individually or as part of a group acting in concert) the Company or the Company Bank for purposes of the BHC Act, the Change in Bank Control Act of 1978, as amended (the “CIBC Act”), the California Financial Code or any successor or similar state or federal law, (x) serve as a source of financial strength (as such term is defined under 12 U.S.C. § 1831o-1(f)) for, or enter into any capital or liquidity maintenance agreement or any similar agreement with any Governmental Entity that they will provide capital support to the Company or any of its Subsidiaries or otherwise commit to or contribute any additional capital to, provide other funds to, or make any other investment in, the Company or any of its Subsidiaries, (y) become subject to any requirement, restriction or condition imposed by any Governmental Entity pursuant to any federal or state banking Law in connection with the transactions contemplated hereby that would be materially burdensome to them, or (z) other than with respect to any individual designated by Purchaser the Purchasers to serve on the Board of the Company or as a director of Company Bank, be required to disclose to the Company or any if its Subsidiaries or any Governmental Entity any personal, financial, or other confidential information that is not already, or will not otherwise become, publicly available (each of (v) through (z), a “Materially Burdensome Condition”). (b) In the event either party believes that the imposition of a Materially Burdensome Condition is reasonably likely to occur, it shall promptly notify the other party and both parties shall cooperate in good faith to consider, to the extent commercially reasonable, such modifications or arrangements as may be necessary or advisable to avoid imposition of the Materially Burdensome Condition.