Regulatory Compliance Cooperation. In the event that a Class A Member reasonably determines that it has a Regulatory Problem, the Company and the Managing Member agree at the sole cost and expense of such Class A Member to take all such actions as are reasonably requested by such Class A Member in order (I) to effectuate and facilitate any transfer by such Class A Member of any Securities in the Company then held by such Class A Member to any Person designated by such Class A Member, as applicable; provided, that Section 9.1(b)(iii) shall be complied with, (II) to permit such Class A Member (or any of its respective Affiliates) to exchange all or any portion of the voting Securities then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible on such terms as are requested by such Class A Member into voting Securities and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (III) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of such Class A Member’s ownership of voting Securities before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Class A Member to permit any Person(s) designated by such Class A Member to exercise any voting power which is relinquished by such Class A Member upon any exchange of voting Securities for nonvoting Securities of the Company); and at the sole cost and expense of such Class A Member, the Company shall enter into such additional agreements, adopt such amendments to this Agreement and other relevant agreements and take such additional actions, in each case as are reasonably requested by such Class A Member in order to effectuate the intent of the foregoing; provided, that any such additional agreements, amendments to this Agreement or other relevant agreements, or other actions shall not have an adverse impact on the Company or any other Member. If a Class A Member is, or elects to transfer Securities of the Company in order to avoid a Regulatory Problem to, a Regulated Holder, the Company and each of the Members agree at the request of such Class A Member that the provisions of this Section 9.1(b)(v) shall be applicable to such Regulated Holder in or...
Regulatory Compliance Cooperation. (a) Before the Company redeems, purchases or otherwise acquires, directly or indirectly, or converts or takes any action with respect to the voting rights of, any shares of any class of its capital stock or any securities convertible, exchangeable or exercisable for or into any shares of any class of its capital stock, the Company will give written notice of such pending action to the 399 Stockholders. Upon the written request of any 399 Stockholder made within 20 days after its receipt of any such notice, stating that after giving effect to such action such 399 Stockholder would have a Regulatory Problem (as defined below), the Company will defer taking such action for such period (not to extend beyond 45 days after such 399 Stockholder's receipt of the Company's original notice) as such 399 Stockholder requests to permit it and its Affiliates to reduce the quantity of securities owned by them in order to avoid the Regulatory Problem. In the event the Company or any 399 Stockholder is precluded from taking any action under this Agreement within any allotted period of time as a consequence of this Section, such period of time shall be extended by the number of days during which the Company or such 399 Stockholder is precluded from acting.
(b) In the event that 399 determines that it has a Regulatory Problem (as defined below), the Company agrees to take all such actions as are reasonably requested by 399 in order to (i) effectuate and facilitate any transfer by the 399 Stockholders or any of 399's
(c) The Company will not be a party to any merger, consolidation, recapitalization or other transaction pursuant to which 399 or any of its Affiliates would be required to take any voting securities, or any securities convertible, exchangeable or exercisable for or into voting securities, which might reasonably be expected to cause 399 to have a Regulatory Problem. For purposes of this Agreement, "Regulatory Problem" means any set of facts or circumstances wherein it has been asserted by any governmental agency or other authority, or 399 reasonably believes that, such Person and such Person's Affiliates own, control or have power over a greater quantity of securities of any kind issued by the Company than are permitted under any requirement of any governmental authority.
Regulatory Compliance Cooperation. So long as CVC or its Affiliates beneficially own any of the Securities, before the Company redeems, purchases or otherwise acquires, directly or indirectly, or converts or takes any action with respect to the voting rights of, any shares of any class of its capital stock or any securities convertible into or exchangeable for any shares of any class of its capital stock, the Company shall give CVC thirty (30) days prior written notice of such pending action. Upon the written request of CVC made within thirty (30) days after its receipt of any such notice, stating that after giving effect to such action CVC would have a Regulatory Problem (as described below), the Company will defer taking such action for such period (not to extend beyond ninety (90) days after CVC's receipt of the Company's original notice) as CVC requests to permit it and its Affiliates to reduce the quantity of Securities held by it and its Affiliates in order to avoid the Regulatory Problem. In addition, the Company will not be a party to any merger, consolidation, recapitalization or other transaction pursuant to which CVC would be required to take any voting securities, or any securities convertible into voting securities, which might reasonably be expected to cause CVC to have a Regulatory Problem. For purposes of this paragraph, a person will be deemed to have a "Regulatory Problem" when such person and such person's Affiliates would own, control or have power over a greater quantity of securities of any kind issued by the Company than are permitted to be owned under any requirement of any governmental authority applicable to such person.
Regulatory Compliance Cooperation. (a) If any Investor determines that it has a Regulatory Problem, the Company shall take all such actions as are reasonably requested by such Investor (a “Requesting Investor”) in order to (i) effectuate and facilitate any transfer by such Investor of any securities of the Company then held by such Investor, (ii) permit such Investor (or any Affiliate of such Investor) to exchange all or any portion of the voting equity then held by such Investor on a share-for-share basis for shares of a class of nonvoting equity of the Company, which nonvoting equity shall be identical in all respects to such voting equity, except that such nonvoting equity shall be convertible into voting equity on such terms as are requested by such Investor in light of regulatory considerations then prevailing, and (iii) amend this Agreement, the Certificate of Incorporation and other related agreements to effectuate and reflect the foregoing. Such actions may include:
(i) entering into such additional agreements as are requested by such Investor to permit any Person(s) designated by such Investor to exercise any voting power that is relinquished by such Investor upon any exchange of Common Stock for nonvoting common stock of the Company; and
(ii) entering into such additional agreements, adopting such amendments to the Certificate of Incorporation and By-laws and taking such additional actions as are reasonably requested by such Investor in order to effectuate the intent of the foregoing.
(b) For purposes of this Agreement, a “Regulatory Problem” means any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency (or any Investor believes that there is a substantial risk of such assertion) that such Investor and its Affiliates are not entitled to hold, or exercise any significant right with respect to, the Series A Preferred Shares or the Conversion Common Shares. The Requesting Investor shall pay all expenses and costs, including the Company’s reasonable expenses and costs, incurred in connection with a Regulatory Problem.
Regulatory Compliance Cooperation. In the event that St. Cloud believes that it has a Regulatory Problem, St. Cloud shall have the right to transfer the St. Cloud Securities and Underlying Common Stock without regard to any restrictions on transfer set forth in this Agreement or any of the Loan Documents other than the restrictions under applicable securities law, and the Credit Parties shall take all such actions as are reasonably requested by St. Cloud in order to (i) effectuate and facilitate any transfer by St. Cloud of the St. Cloud Securities and Underlying Common Stock then held by St. Cloud to any Person designated by St. Cloud; (ii) permit St. Cloud (or any of its Affiliates) to exchange all or any portion of the Common Stock then held by it on a share-for-share basis for shares of a series of nonvoting stock in Parent, which nonvoting stock shall be identical in all respects to Common Stock, except that such stock shall be nonvoting and shall be convertible into Common Stock on such terms as are requested by St. Cloud in light of regulatory considerations then prevailing; and (iii) amend this Agreement, the Articles of Incorporation and Bylaws of Parent, and related agreements and instruments to effectuate and reflect the foregoing.
Regulatory Compliance Cooperation. (i) In the event that a Purchaser determines that it has a Regulatory Problem, the Company agrees to take all such actions as are reasonably requested by the Purchaser in order (a) to effectuate and facilitate any transfer by the Purchaser of any securities of the Company then held by the Purchaser to any person designated by the Purchaser, (b) to permit the Purchaser (or any Affiliate of the Purchaser) to exchange all or any portion of the Common Stock then held by the Purchaser on a share-for-share basis for shares of a class of nonvoting common stock of the Company, which nonvoting common stock shall be identical in all respects to such Common Stock, except that such common stock shall be nonvoting and shall be convertible into Common Stock on such terms as are requested by the Purchaser in light of regulatory considerations then prevailing, and (c) to continue and preserve the respective allocation of the voting interests with respect to the Company with respect to the Purchaser's ownership of the Common Stock. Such actions may include, but shall not necessarily be limited to:
(a) entering into such additional agreements as are requested by the Purchaser to permit any person(s) designated by the Purchaser to exercise any voting power which is relinquished by the Purchaser upon any exchange of Common Stock for nonvoting stock of the Company; and
(b) entering into such additional agreements, adopting such amendments to the Certificate of Incorporation and bylaws of the Company and taking such additional actions as are reasonably requested by the Purchaser in order to effectuate the intent of the foregoing.
(ii) Without limiting the effect of paragraph 9G, the Company shall grant to any subsequent holder of Investor Common Stock or Investor Preferred Stock, upon such holder's request, the same rights granted to the Purchasers pursuant to this paragraph.
Regulatory Compliance Cooperation. If, at any time, a Regulated Shareholder notifies the Company that it has or would have a Regulatory Problem, the Company agrees to use its reasonable best efforts to accommodate any reasonable request of such Regulated Shareholder which may assist in eliminating such Regulatory Problem, including, but not limited to, the authorization and issuance to such Regulated Shareholder of shares of a class of non-voting stock.
Regulatory Compliance Cooperation. Grantee is prohibited from doing business with any organization or person (as a contractor, or key employee) if they have been debarred or suspended by any federal department or agency.
Regulatory Compliance Cooperation. In the event that Lead Lender believes that it has a Regulatory Problem, Lead Lender shall have the right to transfer its Securities without regard to any restrictions on transfer set forth in this Agreement or any of the Loan Documents other than the restrictions under applicable securities law, and Viking shall take all such actions as are reasonably requested by Lead Lender in order to effectuate and facilitate any transfer by Lead Lender of the Securities then held by Lead Lender to any Person designated by Lead Lender.
Regulatory Compliance Cooperation. In the event that any SBIC Holder reasonably believes that it has a Regulatory Problem, such SBIC Holder shall have the right to transfer its Securities and Underlying Common Stock, without regard to any restrictions on transfer set forth in this Agreement or any of the Transaction Documents other than the restrictions under applicable securities law, and the Company shall at its option, either (a) effectuate and facilitate any transfer by such SBIC Holder of the Securities then held by such SBIC Holder to any Person designated by such SBIC Holder or (b) permit such SBIC Holder (or any or its Affiliates) to exchange all or any portion of the Common Stock then held by it on a share-for-share basis for shares of a class of nonvoting common stock of the Company, which nonvoting common stock shall be identical in all respects to such Common Stock, except that such common stock shall be nonvoting and shall be convertible into Common Stock on such terms as are requested by such SBIC Holder in light of regulatory considerations then prevailing. If necessary to effectuate the actions either in clause (a) or (b) in the foregoing sentence, the Company shall amend this Agreement and shall use reasonable efforts to amend the Certificate of Incorporation and the bylaws of the Company, and related agreements and instruments.
