Common use of Non-Voting Shares Clause in Contracts

Non-Voting Shares. The Company shall authorize non-voting shares of its capital stock, with terms and conditions otherwise materially equivalent to the terms and conditions applicable to its Common Stock, as are required by the Company and the Investor in order to comply with the terms of this Agreement and the implicit rights of the Investor under this Agreement to acquire additional shares or to convert or exchange any portion of the Common Stock held by it to or for non-voting shares, by the issuance of non-voting shares under certain conditions if regulatory approval for the acquisition of additional voting shares or the continued holding of any portion of the Common Stock held by the Investor cannot be reasonably obtained. The Investor shall have the right, upon notice to the Company, to convert all or a portion of voting shares held by the Investor into an equivalent number of non-voting shares. Such non-voting shares shall be subject to such transfer restrictions as are necessary to cause such non-voting shares not to be treated as voting securities for purposes of the BHCA and 12 C.F.R. Part 225.