Common use of Participation in Other Offerings Clause in Contracts

Participation in Other Offerings. (a) Except as provided in Section 6.5(b) or 6.5(c), in the event this Agreement is terminated pursuant to Section 9.1, other than a termination by the Company under Section 9.1(c) if the Closing Date shall not have occurred by December 31, 2011 because one or more Investors has breached its representations, warranties or obligations under this Agreement and such breach has resulted in the failure of a condition set forth in Section 5.1 to be fulfilled, each of the Investors shall have the right, for a period of one year after the date of such termination, to participate and purchase securities in any offering of securities by the Company on terms no less favorable to such Investor(s) than to any other participants in such offering, including with respect to price and the type and rights of such securities purchased and offered, in an amount to be determined by such Investors in their sole discretion up to the lesser of (x) 24.9% of all the Common Stock that will be outstanding after the offering and after any substantially simultaneous conversion of the Series G Preferred Stock into Common Stock or (y) the maximum amount that 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.

Participation in Other Offerings. (a) Except as provided in Section 6.5(b) or 6.5(c), in the event this Agreement is terminated pursuant to Section 9.1, other than a termination by the Company under Section 9.1(c9.1(b) if the Closing Date shall not have occurred by December 31, 2011 because one or more Investors has breached its representations, warranties or obligations under this Agreement and such breach has resulted in the failure of a condition set forth in Section 5.1 to be fulfilled, each of the Investors shall have the right, for a period of one year after the date of such termination, to participate and purchase securities in any offering of securities by the Company on terms no less favorable to such Investor(s) than to any other participants in such offering, including with respect to price and the type and rights of such securities purchased and offered, in an amount to be determined by such Investors in their sole discretion up to the lesser of (x) 24.9% of all the Common Stock that will be outstanding after the offering and after any substantially simultaneous conversion of the Series G Preferred Stock into Common Stock or (y) the maximum amount that 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.