Common use of Regulatory Compliance Cooperation Clause in Contracts

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. (i) In the event that a Purchaser BankAmerica Ventures determines that it has a Regulatory ProblemProblem (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 agrees to shall take all such actions as are reasonably requested by the Purchaser BankAmerica Ventures in order to (ai) to effectuate and facilitate any transfer by the Purchaser it of any securities of the Company then held by the Purchaser it to any person designated by the PurchaserBankAmerica Ventures, (bii) to permit the Purchaser BankAmerica Ventures (or any Affiliate of the Purchaserits affiliates) to exchange all or any portion of the Common Stock any voting security then held by the Purchaser it on a share-for-share basis for shares of a class of nonvoting common stock security of the Company, which nonvoting common stock security shall be identical in all respects to such Common Stockthe voting security exchanged for it, except that such common stock it shall be nonvoting and shall be convertible into Common Stock a voting security on such terms as are requested by the Purchaser it in light of regulatory considerations then prevailing, and (ciii) amend this Agreement, as amended from time to continue time, to effectuate and preserve reflect the respective allocation of the voting interests with respect foregoing. The parties to the Company with respect this Agreement agree 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 vote all of the Company; and (b) entering into such additional agreements, adopting '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 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 9Ghold, or exercise any significant right with respect to, the Company shall grant to any subsequent holder of Investor Common Stock underlying securities into which the Shares are convertible or Investor Preferred Stock, upon such holder's request, the same rights granted to the Purchasers pursuant to this paragraphWarrants are exercisable.

Regulatory Compliance Cooperation. (i) In the event that a Purchaser any SBIC Holder --------------------------------- reasonably determines that it has a Regulatory Problem, to the extent reasonably necessary, such SBIC Holder shall have the right to transfer its Company Stock (and any shares of Common Stock issued upon conversion thereof) to another Person without regard to any restrictions on transfer and without complying with the provisions of Section 4.3, but subject to the other provisions of this Agreement and federal and state securities law restrictions, and the Company agrees to shall take all such actions as are reasonably requested by the Purchaser such SBIC Holder in order to (ai) to effectuate and facilitate any such transfer by the Purchaser such SBIC Holder of any securities of the Company Stock then held by the Purchaser such SBIC Holder to any person designated by the Purchasersuch Person, (bii) to permit the Purchaser such SBIC Holder (or any Affiliate of the Purchaserits Affiliates) to exchange all or any portion of the Common Voting Stock then held by the Purchaser it on a share-for-share basis for shares of a class of nonvoting common stock non- voting Stock of the Company, which nonvoting common stock non-voting Stock shall be identical in all respects to such Common voting Stock, except that such common stock non-voting Stock (or Common Stock, as applicable) shall be nonvoting non-voting and shall be convertible into voting Stock (or Common Stock Stock, as applicable) on such terms as are requested by the Purchaser such SBIC Holder in light of regulatory considerations then prevailing, and (ciii) to continue and preserve the respective allocation of the voting interests with respect to the Company with respect to arising out of the PurchaserSBIC Holder's ownership of voting stock and/or provided for in this Agreement before the Common Stock. Such actions may include, but shall not necessarily be limited to: transfers and amendments referred to in this Section (a) including entering into such additional agreements as are reasonably requested by the Purchaser such SBIC Holder to permit any person(sPerson(s) designated by the Purchaser such SBIC Holder) to exercise any voting power which is relinquished by such SBIC Holder and (iv) amend this Agreement, the Purchaser upon Certificate, and any exchange other related documents, agreements or instruments to effectuate and reflect the foregoing. The parties to this Agreement agree to vote their Company Stock in favor 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 foregoingactions. (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. (i) In the event that a Purchaser the SBIC Holder determines that it has a Regulatory Problem, the Company SBIC Holder shall have the right to transfer the SG Shares without regard to any restriction on transfer set forth in this Agreement other than the securities laws restrictions (provided that the transferee agrees to become a party to this Agreement) and the Company and the KCI Shareholders shall take all such actions as are reasonably requested by the Purchaser SBIC Holder in order to (a) to effectuate and facilitate any transfer by the Purchaser of any securities SBIC Holder of the Company then held by the Purchaser SG Shares to any person Person designated by the PurchaserSBIC Holder, (b) to permit the Purchaser SBIC Holder (or any Affiliate of the Purchaserits Affiliates) to exchange all or any portion of the Common Stock then held by the Purchaser SG Shares on a share-for-share basis for shares of a class of nonvoting common stock security of the Company, which nonvoting common stock security shall be identical in all respects to such Common Stockthe SG Shares exchanged for it, except that such common stock it shall be nonvoting and shall be convertible into Common Stock the SG Shares exchanged for it on such terms as are requested by the Purchaser SBIC Holder in light of regulatory considerations then prevailing, and (c) to continue and preserve the respective allocation allocations of the voting interests with respect to the Company with respect to arising out of the PurchaserSBIC's ownership of Shares and/or provided in this Agreement before the Common Stock. Such actions may include, but shall not necessarily be limited to: transfers and amendments referred to above (a) including entering into such additional agreements as are requested by the Purchaser SBIC Holder to permit any person(sPerson(s) designated by the Purchaser SBIC Holder reasonably acceptable to the Company to exercise any voting power which is relinquished by the Purchaser upon any exchange of Common Stock for nonvoting stock of SBIC Holder, and (d) amend this Agreement, and the Company; and (b) entering into such additional agreements, adopting such amendments to the Certificate of Incorporation other related agreements and bylaws of the Company and taking such additional actions as are reasonably requested by the Purchaser in order instruments to effectuate and reflect the intent of the foregoingforgoing. (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.