Common use of Regulatory Compliance Cooperation Clause in Contracts

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. (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 A&R 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 where 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 D 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. (a) If In the event that any SBIC Investor determines that it has a Regulatory ProblemProblem (as defined below), it shall have the right to transfer its 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 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 such SBIC Investor (a “Requesting Investor”) in order to (i) effectuate and facilitate any transfer by such Investor it of any securities of the Company then held by it to any person designated by such InvestorSBIC Investor with the consent of the Company, which consent shall not be unreasonably withheld, (ii) permit such SBIC Investor (or any Affiliate of such Investorits affiliates) to exchange all or any portion of the any voting equity security then held by such Investor it on a share-for-share basis for shares of a class of nonvoting equity security of the Company, which nonvoting equity security shall be identical in all respects to such the voting equitysecurity exchanged for it, except that such it shall be nonvoting equity and shall be convertible into a voting equity security on such terms as are requested by such Investor 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, the Certificate of Incorporation and other related agreements as amended from time to time, 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 that an SBIC 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 underlying securities into which the Series A B 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 Problemis convertible.