Common use of Regulatory Compliance Cooperation Clause in Contracts

Regulatory Compliance Cooperation. In the event that BankAmerica Ventures determines that it has a Regulatory Problem (as defined below), it shall have the right to transfer its Registrable Securities without regard to any restrictions on transfer set forth in this Agreement or the Purchase Agreement (provided that the transferee agrees to become a party to each such agreement), and the Company shall take all such actions as are reasonably requested by BankAmerica Ventures in order to (i) effectuate and facilitate any transfer by it of any securities of the Company then held by it to any person designated by BankAmerica Ventures, (ii) permit BankAmerica Ventures (or any of its affiliates) to exchange all or any portion of any voting security then held by it on a share-for-share basis for shares of a nonvoting security of the Company, which nonvoting security shall be identical in all respects to the voting security exchanged for it, except that it shall be nonvoting and shall be convertible into a voting security on such terms as are requested by it in light of regulatory considerations then prevailing, and (iii) amend this Agreement, as amended from time to time, to effectuate and reflect the foregoing. The parties to this Agreement agree to vote all of the Company's securities held by them in favor of such amendments and actions. 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 that BankAmerica Ventures is not entitled to hold, or exercise any significant right with respect to, the underlying securities into which the Shares are convertible or the Warrants are exercisable.

Regulatory Compliance Cooperation. In the event that BankAmerica Ventures (a) If a Regulated Holder (as defined below) determines that it has a Regulatory Problem (as defined below)Problem, it shall have the right to transfer its Registrable Securities without regard to any restrictions on transfer set forth in this Agreement or the Purchase Agreement (provided that the transferee agrees to become a party to each such agreement), Company and the Company shall other Stockholders will (i) take all such actions to avoid or cure such Regulatory Problem as are reasonably requested by BankAmerica Ventures such Regulated Holder in order (A) to (i) effectuate and facilitate any transfer a Transfer by it such Regulated Holder of any securities of the Company then held by it such Regulated Holder to any person Person designated by BankAmerica Venturessuch Regulated Holder, (iiB) to permit BankAmerica Ventures such Regulated Holder (or any Affiliate of its affiliatessuch Regulated Holder) to exchange all or any portion of any voting security the Voting Securities of the Company then held by it such Person on a share-for-share basis for shares of a class of nonvoting security Securities of the Company, which nonvoting security Securities shall be identical in all respects to the voting security exchanged for itsuch Voting Securities, except that it such nonvoting Securities shall be nonvoting and shall be convertible into a voting security Voting Securities of the Company on such terms as are requested by it such Regulated Holder in light of regulatory considerations then prevailing, and (iiiC) amend this Agreement, to preserve and continue the respective allocation of the voting interests and powers with respect to the Company arising out of such Regulated Holder's ownership of Voting Securities of the Company and as amended from time to time, to effectuate and reflect the foregoing. The parties to provided in this Agreement agree before the transfers and amendments referred to vote all above (including entering into such additional agreements as are reasonably requested by such Regulated Holder to permit a Person designated by such Regulated Holder to exercise voting power relinquished by such Regulated Holder upon any exchange of Voting Securities of the Company for nonvoting securities of the Company's securities held by them in favor of such amendments and actions. 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 that BankAmerica Ventures is not entitled to hold, or exercise any significant right with respect to, the underlying securities into which the Shares are convertible or the Warrants are exercisable.and

Regulatory Compliance Cooperation. In the event that BankAmerica Ventures any SBIC Investor determines that it has a Regulatory Problem (as defined below), it shall have the right to transfer its Registrable Securities shares of Series B Preferred Stock in compliance with applicable state and federal securities laws, but without regard to any other restrictions on transfer set forth in this Agreement or the Agreements, as such term is defined in the Purchase Agreement (provided that the transferee agrees to become a party to each such agreement), and the Company shall take all such actions as are reasonably requested by BankAmerica Ventures such SBIC Investor in order to (i) effectuate and facilitate any transfer by it of any securities of the Company then held by it to any person designated by BankAmerica Venturessuch SBIC Investor with the consent of the Company, which consent shall not be unreasonably withheld, (ii) permit BankAmerica Ventures such SBIC Investor (or any of its affiliates) to exchange all or any portion of any voting security then held by it on a share-for-share basis for shares of a nonvoting security of the Company, which nonvoting security shall be identical in all respects to the voting security exchanged for it, except that it shall be nonvoting and shall be convertible into a voting security on such terms as are requested by it in light of regulatory considerations then prevailing, provided that such voting security shall not have terms superior to the stock originally exchanged, and (iii) take all necessary actions as are required to amend this Agreement, as amended from time to time, to effectuate and reflect the foregoing. The parties to this Agreement agree to vote all of the Company's securities held by them in favor of such amendments and actions. 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 that BankAmerica Ventures an SBIC Investor is not entitled to hold, or exercise any significant right with respect to, the underlying securities into which the Shares are convertible or the Warrants are exercisableSeries B Preferred is convertible.

Regulatory Compliance Cooperation. In the event that BankAmerica Ventures any SBIC Holder reasonably determines that it has a Regulatory Problem (as defined below)Problem, it to the extent reasonably necessary, such SBIC Holder shall have the right to transfer its Registrable Securities Company Stock (and any shares of Common Stock issued upon conversion thereof) to another Person without regard to any restrictions on transfer set forth in and without complying with the provisions of Section 4.3, but subject to the other provisions of this Agreement or the Purchase Agreement (provided that the transferee agrees to become a party to each such agreement)and federal and state securities law restrictions, and the Company shall take all such actions as are reasonably requested by BankAmerica Ventures such SBIC Holder in order to (i) effectuate and facilitate any such transfer by it such SBIC Holder of any securities of the Company Stock then held by it such SBIC Holder to any person designated by BankAmerica Venturessuch Person, (ii) permit BankAmerica Ventures such SBIC Holder (or any of its affiliatesAffiliates) to exchange all or any portion of any voting security Voting Stock then held by it on a share-for-share basis for shares of a nonvoting security class of non-voting Stock of the Company, which nonvoting security non-voting Stock shall be identical in all respects to the such voting security exchanged for itStock, except that it such non-voting Stock (or Common Stock, as applicable) shall be nonvoting non-voting and shall be convertible into a voting security Stock (or Common Stock, as applicable) on such terms as are requested by it such SBIC Holder in light of regulatory considerations then prevailing, (iii) continue and preserve the respective allocation of the voting interests with respect to the Company arising out of the SBIC Holder's ownership of voting stock and/or provided for in this Agreement before the transfers and amendments referred to in this Section (including entering into such additional agreements as are reasonably requested by such SBIC Holder to permit any Person(s) designated by such SBIC Holder) to exercise any voting power which is relinquished by such SBIC Holder and (iiiiv) amend this Agreement, as amended from time to timethe Certificate, and any other related documents, agreements or instruments to effectuate and reflect the foregoing. The parties to this Agreement agree to vote all of the Company's securities held by them their Company Stock in favor of such amendments and actions. 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 that BankAmerica Ventures is not entitled to hold, or exercise any significant right with respect to, the underlying securities into which the Shares are convertible or the Warrants are exercisable.

Regulatory Compliance Cooperation. (a) In the event that BankAmerica Ventures the SBIC Holder determines that it has a Regulatory Problem (as defined below), it shall have the right to transfer its Registrable Securities without regard to any restrictions on transfer set forth in this Agreement or the Purchase Agreement (provided that the transferee agrees to become a party to each such agreement), and the Company shall take all such actions as are reasonably requested by BankAmerica Ventures the SBIC Holder in order to (ia) effectuate and facilitate any transfer by it the SBIC Holder of any securities of the Company then held by it to any person designated by BankAmerica Venturesthe SBIC Holder, (iib) permit BankAmerica Ventures the SBIC Holder (or any Affiliate of its affiliatesthe SBIC Holder) to exchange all or any portion of any voting security the Series B Preferred Stock then held by it the SBIC Holder on a share-for-share basis for shares of a nonvoting security class of non-voting common stock of the Company, which nonvoting security non-voting common stock shall be identical in all respects to the voting security exchanged for itsuch Series B Preferred Stock, except that it such common stock shall be nonvoting non-voting and shall be convertible into a voting security Common Stock on such terms as are requested by it the SBIC Holder in light of regulatory considerations then prevailing, (c) continue and preserve the respective allocation of the voting interests with respect to the Company provided for in the Amended Articles with respect to the SBIC Holder's ownership of the Company's Series B Preferred Stock and underlying Common Stock, and (iiid) amend this Agreement, as amended from time to time, the Amended Articles and other related agreements to effectuate and reflect the foregoing. The parties to this Agreement agree to vote all of the Company's securities held by them in favor of such amendments and actions. For purposes of this AgreementSuch actions may include, a "Regulatory Problem" means any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency that BankAmerica Ventures is but shall not entitled to hold, or exercise any significant right with respect necessarily be limited to, the underlying securities into which the Shares are convertible or the Warrants are exercisable.:

Regulatory Compliance Cooperation. In the event that BankAmerica Ventures the SBIC Holder determines that it has a Regulatory Problem (as defined below)Problem, it the SBIC Holder shall have the right to transfer its Registrable Securities the SG Shares without regard to any restrictions restriction on transfer set forth in this Agreement or other than the Purchase Agreement securities laws restrictions (provided that the transferee agrees to become a party to each such agreement), this Agreement) and the Company and the KCI Shareholders shall take all such actions as are reasonably requested by BankAmerica Ventures the SBIC Holder in order to (ia) effectuate and facilitate any transfer by it of any securities the SBIC Holder of the Company then held by it SG Shares to any person Person designated by BankAmerica Venturesthe SBIC Holder, (iib) permit BankAmerica Ventures the SBIC Holder (or any of its affiliatesAffiliates) to exchange all or any portion of any voting security then held by it the SG Shares on a share-for-share basis for shares of a nonvoting security of the Company, which nonvoting security shall be identical in all respects to the voting security SG Shares exchanged for it, except that it shall be nonvoting and shall be convertible into a voting security the SG Shares exchanged for it on such terms as are requested by it the SBIC Holder in light of regulatory considerations then prevailing, (c) continue and preserve the respective allocations of the voting interests with respect to the Company arising out of the SBIC's ownership of Shares and/or provided in this Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by the SBIC Holder to permit any Person(s) designated by the SBIC Holder reasonably acceptable to the Company to exercise any voting power which is relinquished by the SBIC Holder, and (iiid) amend this Agreement, as amended from time to time, and the other related agreements and instruments to effectuate and reflect the foregoing. The parties to this Agreement agree to vote all of the Company's securities held by them in favor of such amendments and actions. 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 that BankAmerica Ventures is not entitled to hold, or exercise any significant right with respect to, the underlying securities into which the Shares are convertible or the Warrants are exercisableforgoing.