Common use of Regulatory Compliance Cooperation Clause in Contracts

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. (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's Affiliates of any securities of the Company then held by the 399 Stockholders or such Affiliates to any Person designated by 399, (ii) permit the 399 Stockholders (or any of their affiliates) to exchange all or a portion of any voting security then held by them 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 the 399 Stockholders in light of regulatory considerations then prevailing, and (iii) continue and preserve the respective allocation of the voting interests with respect to the Company provided for herein, and with respect to 399's and its Affiliates' ownership of the Company's securities. Such actions may include, but shall not necessarily be limited to, entering into such additional agreements, adopting such amendments to the Charter and by-laws of the Company and taking such additional actions as are reasonably requested by 399 in order to effectuate the intent of the foregoing. (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. (a) Before So long as OEP or its Permitted Transferees beneficially own any 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, convertible into or exchangeable or exercisable for or into any shares of any class of its capital stock, or before the Company will takes any action which would result in OEP or its Permitted Transferees having a Regulatory Problem (as described below), the Company shall give OEP thirty (30) days prior written notice of such pending action to the 399 Stockholdersaction. Upon the written request of any 399 Stockholder OEP made within 20 thirty (30) days after its receipt of any such notice, stating that after giving effect to such action such 399 Stockholder OEP would have a Regulatory Problem (as defined below)Problem, the Company will defer taking such action for such period (not to extend beyond 45 ninety (90) days after such 399 StockholderOEP's receipt of the Company's original notice) as such 399 Stockholder OEP requests to permit it and its Affiliates Permitted Transferees to reduce the quantity of securities owned Securities held by them it and its Permitted Transferees, or to take such other necessary actions, 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)addition, 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 OEP would be required to take any voting securities, securities or any securities convertible, exchangeable or exercisable for or convertible into voting securities, which might reasonably be expected to cause 399 OEP to have a Regulatory Problem. For purposes of this AgreementSection, a person will be deemed to have a "Regulatory ProblemREGULATORY 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, when such Person person and such Personperson's Affiliates Permitted Transferees (i) 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 authorityauthority applicable to such person or (ii) would have been caused to be or could be in violation of any provision of law applicable to such person.

Regulatory Compliance Cooperation. (a) Before After the Merger and so long --------------------------------- as Court Square or its Permitted Transferees 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, convertible into or exchangeable or exercisable for or into any shares of any class of its capital stock, or before the Company will takes any action which would result in Court Square or its Permitted Transferees having a Regulatory Problem, the Company shall give Court Square thirty (30) days prior written notice of such pending action to the 399 Stockholdersaction. Upon the written request of any 399 Stockholder Court Square made within 20 thirty (30) days after its receipt of any such notice, stating that after giving effect to such action such 399 Stockholder Court Square would have a Regulatory Problem (as defined described below), the Company will defer taking such action for such period (not to extend beyond 45 ninety (90) days after such 399 StockholderCourt Square's receipt of the Company's original notice) as such 399 Stockholder Court Square requests to permit it and its Affiliates Permitted Transferees to reduce the quantity of securities owned Securities held by them it and its Permitted Transferees, or to take such other necessary actions, 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)addition, 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 Court Square would be required to take any voting securities, or any securities convertible, exchangeable or exercisable for or convertible into voting securities, which might reasonably be expected to cause 399 Court Square to have a Regulatory Problem. For purposes of this AgreementSection, a person will be deemed to have a "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, when such Person person and such Personperson's Affiliates Permitted Transferees (i) 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 authorityauthority applicable to such person or (ii) would have been caused to be or could be in violation of any provision of law applicable to such person.

Regulatory Compliance Cooperation. (a) Before the Company MergerCo 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 convertible into or exercisable exchange able for or into any shares of any class of its capital stockstock (other than a redemption of Preferred Stock or a conversion of Class C Stock, or, after the Company will Merger, a redemption of Recapitalized Preferred Stock or conversion of Recapitalized Class B Stock or Recapitalized Class C Stock), MergerCo shall give written notice of such pending action to the 399 StockholdersPurchasers. Upon the written request of any 399 Stockholder Purchaser made within 20 10 days after its receipt of any such notice, notice stating that after giving effect to such action such 399 Stockholder Purchaser would have a Regulatory Problem (as defined below)Problem, the Company will MergerCo shall defer taking such action for such period (not to extend beyond 45 days after such 399 StockholderPurchaser's receipt of the CompanyMergerCo's original notice) as such 399 Stockholder Purchaser requests to permit it and its Affiliates to reduce the quantity of MergerCo's securities owned by them it owns 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 Sectionaddition, such period of time MergerCo 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 Purchaser would be required to take any voting securities, or any securities convertible, exchangeable or exercisable for or convertible into voting securities, which might reasonably be expected to cause 399 such Purchaser to have a Regulatory Problem. For purposes of this Agreementparagraph, a Person shall be deemed to have a "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, 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 MergerCo or any other entity than are permitted under any requirement of any governmental authority.

Regulatory Compliance Cooperation. (a) Before So long as the Fund or its Permitted Transferees 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, convertible into or exchangeable or exercisable for or into any shares of any class of its capital stock, or before the Company will takes any action which would result in the Fund or its Permitted Transferees having a Regulatory Problem, the Company shall give the Fund thirty (30) days prior written notice of such pending action to the 399 Stockholdersaction. Upon the written request of any 399 Stockholder the Fund made within 20 thirty (30) days after its receipt of any such notice, stating that after giving effect to such action such 399 Stockholder the Fund would have a Regulatory Problem (as defined described below), the Company will defer taking such action for such period (not to extend beyond 45 ninety (90) days after such 399 Stockholder's the Fund’s receipt of the Company's ’s original notice) as such 399 Stockholder the Fund requests to permit it and its Affiliates Permitted Transferees to reduce the quantity of securities owned Securities held by them it and its Permitted Transferees, or to take such other necessary actions, 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)addition, 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 the Fund would be required to take any voting securities, or any securities convertible, exchangeable or exercisable for or convertible into voting securities, which might reasonably be expected to cause 399 the Fund to have a Regulatory Problem. For purposes of this AgreementSection, "a person will be deemed to have a “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, ” when such Person person and such Person's Affiliates person’s Permitted Transferees (i) 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 authorityauthority applicable to such person or (ii) would have been caused to be or could be in violation of any provision of law applicable to such person.

Regulatory Compliance Cooperation. (a) Before So long as the Fund or its Permitted Transferees 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, convertible into or exchangeable or exercisable for or into any shares of any class of its capital stock, or before the Company will takes any action which would result in the Fund or its Permitted Transferees having a Regulatory Problem, the Company shall give the Fund thirty (30) days prior written notice of such pending action to the 399 Stockholdersaction. Upon the written request of any 399 Stockholder the Fund made within 20 thirty (30) days after its receipt of any such notice, stating that after giving effect to such action such 399 Stockholder the Fund would have a Regulatory Problem (as defined described below), the Company will defer taking such action for such period (not to extend beyond 45 ninety (90) days after such 399 Stockholderthe Fund's receipt of the Company's original notice) as such 399 Stockholder the Fund requests to permit it and its Affiliates Permitted Transferees to reduce the quantity of securities owned Securities held by them it and its Permitted Transferees, or to take such other necessary actions, 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)addition, 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 the Fund would be required to take any voting securities, or any securities convertible, exchangeable or exercisable for or convertible into voting securities, which might reasonably be expected to cause 399 the Fund to have a Regulatory Problem. For purposes of this AgreementSection, a person will be deemed to have a "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, when such Person person and such Personperson's Affiliates Permitted Transferees (i) 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 authorityauthority applicable to such person or (ii) would have been caused to be or could be in violation of any provision of law applicable to such person.

Regulatory Compliance Cooperation. (a) Before So long as Sterling 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, convertible into or exchangeable or exercisable for or into any shares of any class of its capital stock, the Company will shall give Sterling thirty (30) days prior written notice of such pending action to the 399 Stockholdersaction. Upon the written request of any 399 Stockholder Sterling made within 20 thirty (30) days after its receipt of any such notice, stating that after giving effect to such action such 399 Stockholder Sterling would have a Regulatory Problem (as defined described below), the Company will defer taking such action for such period (not to extend beyond 45 ninety (90) days after such 399 StockholderSterling's receipt of the Company's original notice) as such 399 Stockholder Sterling reasonably requests to permit it and its Affiliates to reduce the quantity of securities owned Securities held by them it and its Affiliates 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)addition, 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 Sterling would be required to take any voting securities, or any securities convertible, exchangeable or exercisable for or convertible into voting securities, which might reasonably be expected to cause 399 Sterling to have a Regulatory Problem. For purposes of this Agreementparagraph, a Person will be deemed to have a "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, when such Person and such Person's Affiliates associates, as that term is defined under the regulations of the Small Business Administration, 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 authorityauthority applicable to such Person. (b) As long as Sterling holds any Preferred Stock, the Company shall notify Sterling (a) at least 15 days prior to taking any action after which the number of record holders of the Company's voting stock would be increased from fewer than 50 to 50 or more, and (b) of any other action or occurrence after which the number of record holders of the Company's voting stock was increased (or would increase) from fewer than 50 to 50 or more, as soon as practicable after the Company becomes aware that such other action or occurrence has occurred or is proposed to occur. (c) Promptly after the end of each fiscal year (but in any event prior to February 28 of each year) the Company shall deliver to Sterling a written assessment of the economic impact of Sterling's investment in the Company, specifying the full-time equivalent jobs created or retained in connection with the investment, the impact of the investment on the businesses of the Company in terms of expanded revenue and taxes, and other economic benefits resulting from the investment, including but not limited to, technology development or commercialization, minority business development, urban or rural business development, expansion or exports.

Regulatory Compliance Cooperation. (a) Before So long as any Purchaser holds any of the Securities purchased hereunder (or the Common Stock into which the Securities are converted), before the Company enters into (or proposes to enter into) any agreement providing for or otherwise seeks to effect or consummate any merger, consolidation, recapitalization or other transaction pursuant to which any Purchaser would be required to receive in respect of its Securities any voting securities or securities convertible into or exercisable or exchangeable for any voting securities, or 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, convertible into or exchangeable or exercisable for or into any shares of any class of its capital stock, the Company will shall give written notice of such pending action to the 399 StockholdersPurchasers. Upon the written request of any 399 Stockholder Purchaser made within 20 10 days after its receipt of any such notice, notice stating that after giving effect to such action such 399 Stockholder Purchaser would have a Regulatory Problem (as defined determined below), the Company will shall defer taking such action for such period (not to extend beyond 45 10 days after such 399 StockholderPurchaser's receipt of the Company's original notice) as such 399 Stockholder Purchaser requests to permit it and its Affiliates to reduce the quantity of the Company's securities owned by them they own 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 AgreementSection 3.7, a Person shall be deemed to have a "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, 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 or any other entity than are permitted under any requirement of any governmental authorityGovernmental Authority. In any event, the Company shall not be obligated to obtain or make any consents, approvals or filings that any Purchaser may require from any Governmental Authority. (b) The Company shall grant to any subsequent holder of Securities that is a Purchaser Transferee, upon such holder's request, the same rights granted to Purchasers pursuant to this Section 3.7.