Common use of Regulatory Compliance Cooperation Clause in Contracts

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. 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. So long as CVC 399 Venture 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) 399 Venture at least 30 days prior written notice of such pending action. Upon the written request of CVC 399 Venture made within thirty (30) 20 days after its receipt of any such notice, stating that after giving effect to such action CVC 399 Venture would have a Regulatory Problem (as described below), the Company will defer taking such action for such period (not to extend beyond ninety (90) 90 days after CVC399 Venture's receipt of the Company's original notice) as CVC 399 Venture 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 399 Venture would be required to take any voting securities, or any securities convertible into voting securities, which might would reasonably be expected to cause CVC 399 Venture to have a Regulatory Problem. For purposes of this paragraph, a person Person will be deemed to have a "Regulatory Problem" when such person Person and such person's Affiliates would own, control or have power over (or such Person believes that there is a substantial risk of an assertion 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 to be owned by such Person under any requirement of any governmental authority applicable to such personPerson.

Regulatory Compliance Cooperation. So long as CVC Vectura 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) Vectura 30 days prior written notice of such pending action. Upon the written request of CVC Vectura made within thirty (30) 30 days after its receipt of any such notice, stating that after giving effect to such action CVC Vectura would have a Regulatory Problem (as described below), the Company will defer taking such action for such period (not to extend beyond ninety (90) 90 days after CVCVectura's receipt of the Company's original notice) as CVC Vectura 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 Vectura would be required to take any voting securities, or any securities convertible into voting securities, which might reasonably be expected to cause CVC Vectura to have a Regulatory Problem. For purposes of this paragraph, a person Person will be deemed to have a "Regulatory Problem" when such person Person and such person's ------------------ Affiliates would own, control or have power over (or believes that there is a substantial risk of an assertion that such Person owns, controls or has power over) a greater quantity of securities of any kind issued by the Company than are permitted to be owned by such Person under any requirement of any governmental authority applicable to such personPerson.

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, 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.