Common use of Regulatory Cooperation Clause in Contracts

Regulatory Cooperation. (i) In the event that any XX Xxxxxx Investor reasonably determines that it has a Regulatory Problem, the Company agrees to take such actions as are reasonably requested by such XX Xxxxxx Investor in order (A) to effectuate and facilitate any transfer by such XX Xxxxxx Investor of any securities of the Company then held by such XX Xxxxxx Investor to any Affiliate of such XX Xxxxxx Investor; provided, however, that any such transfer must be made in accordance with applicable United States federal and state securities laws and all regulatory requirements to which the Company is then subject, including without limitation, the rules of the National Association of Securities Dealers, Inc. (“NASD”) and The Nasdaq Stock Market (“Nasdaq”), and (B) to permit such XX Xxxxxx Investor (or any of its Affiliates) to exchange all or any portion of the voting securities then held by such Person on a share-for-share basis for shares of a class or series of non-voting securities of the Company, which non-voting securities shall be identical in all material respects to such voting securities (provided that such non-voting securities may be of a different class or series of stock than the voting securities then held by the XX Xxxxxx Investor) except that such new securities shall be non-voting and shall be convertible into voting securities on such terms as are requested by such XX Xxxxxx Investor in light of regulatory considerations then prevailing and reasonably acceptable to the Company. If any XX Xxxxxx Investor elects to transfer securities of the Company in order to avoid a Regulatory Problem to an Affiliate subject to limitations on its voting or total ownership interest in the Company, the Company and such Affiliate shall enter into such mutually acceptable agreements as the Company or such Affiliate may reasonably request in order to assist such Affiliate in complying with Laws to which either of them is then subject. (ii) In the event that any Affiliate (other than an Affiliate referred to in clause (i) of such definition) of the Company ever offers to issue any of its securities to any XX Xxxxxx Investor, then the Company will cause such Affiliate to enter into an agreement with such XX Xxxxxx Investor substantially similar to this Agreement.

Regulatory Cooperation. (ia) In the event that any XX Xxxxxx the Investor reasonably determines that it has a Regulatory Problem, the Company agrees to take all such actions as are reasonably requested by such XX Xxxxxx the Investor in order (Ai) to effectuate and facilitate any transfer by such XX Xxxxxx the Investor of any securities of the Company then held by such XX Xxxxxx the Investor to any Affiliate of such XX Xxxxxx Person designated by the Investor; provided, however, that any such transfer must be made in accordance with applicable United States federal and state securities laws and all regulatory requirements to which the Company is then subject, including without limitation, the rules of the National Association of Securities Dealers, Inc. (“NASD”) and The Nasdaq Stock Market (“Nasdaq”), and (Bii) to permit such XX Xxxxxx the Investor (or any of its Affiliates) to exchange all or any portion of the voting securities then held by such Person on a share-for-share basis for shares of a class or series of non-voting securities of the Company, which non-voting securities shall be identical in all material respects to such voting securities (provided that such non-voting securities may be of a different class or series of stock than the voting securities then held by the XX Xxxxxx Investor) securities, except that such new securities shall be non-voting and shall be convertible into voting securities on such terms as are requested by such XX Xxxxxx the Investor and reasonably acceptable to the Company in light of regulatory considerations then prevailing and reasonably acceptable (iii) to grant the CompanyInvestor or its designee the reasonable equivalent of any voting rights arising out of the Investor's ownership of voting securities and/or provided for in the Stockholders Agreement that were diminished as a result of the transfers and amendments referred to above. If any XX Xxxxxx the Investor elects to transfer securities of the Company in order to avoid a Regulatory Problem to an Affiliate subject to limitations on its voting or total ownership interest in the Company, the Company and such Affiliate shall enter into such mutually acceptable agreements as the Company or such Affiliate may reasonably request in order to assist such Affiliate in complying with Laws to which either it is subject. Such agreements may include restrictions on the redemption, repurchase or retirement of them securities of the Company that would result or be reasonably expected to result in such Affiliate holding more voting securities or total securities (equity and debt) than it is then subjectpermitted to hold under such laws and regulations. (iib) In the event the Investor has the right to acquire any of the Company's securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and the Investor reasonably determines that it has a Regulatory Problem, at the Investor's request the Company will offer to sell to the Investor non-voting securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had the Investor acquired the securities so offered and immediately requested their exchange for non-voting securities pursuant to Section 1(a). (c) In the event that any Affiliate (other than an Affiliate referred to in clause (i) of such definition) of the Company ever offers to issue any of its securities to any XX Xxxxxx the Investor, then the Company will cause such Affiliate to enter into an agreement with such XX Xxxxxx the Investor substantially similar to this Agreement.

Regulatory Cooperation. (i) In the event that any XX Xxxxxx Investor reasonably determines that it has a Regulatory Problem, the Company agrees to take all such actions as are reasonably requested by such XX Xxxxxx Investor in order (A) to effectuate and facilitate any transfer by such XX Xxxxxx Investor of any securities of the Company then held by such XX Xxxxxx Investor to any Affiliate of such XX Xxxxxx Person designated by Investor; provided, however, that any such transfer must be made in accordance with applicable United States federal and state securities laws and all regulatory requirements to which the Company is then subject, including without limitation, the rules of the National Association of Securities Dealers, Inc. (“NASD”) and The Nasdaq Stock Market (“Nasdaq”), and (B) to permit such XX Xxxxxx Investor (or any of its Affiliates) to exchange all or any portion of the voting securities then held by such Person on a share-for-share basis for shares of a class or series of non-voting securities of the Company, which non-voting securities shall be identical in all material respects to such voting securities (provided that such non-voting securities may be of a different class or series of stock than the voting securities then held by the XX Xxxxxx Investor) securities, except that such new securities shall be non-voting and shall be convertible into voting securities on such terms as are requested by such XX Xxxxxx Investor and reasonably acceptable to the Company in light of regulatory considerations then prevailing prevailing, and (C) to grant Investor or its designee the reasonable equivalent of any voting rights arising out of Investor's ownership of voting securities and/or provided for in the Stockholders Agreement that were diminished as a result of the transfers and amendments referred to above (provided, that a transfer by Investor of any securities of the Company then held by Investor to a Person designated by Investor which is not its Affiliate shall be requested by Investor only after Investor has reasonably acceptable determined that neither the transfer of all or a portion of the voting securities to an Affiliate of it nor the exchange of all or a portion of the voting securities for non-voting securities, in each case as contemplated above and to the Companyextent possible under the circumstances, will eliminate the Regulatory Problem). If any XX Xxxxxx Investor elects to transfer securities of the Company in order to avoid a Regulatory Problem to an Affiliate subject to limitations on its voting or total ownership interest in the Company, the Company and such Affiliate shall enter into such mutually acceptable agreements as the Company or such Affiliate may reasonably request in order to assist such Affiliate in complying with Laws to which either it is subject. Such agreements may include restrictions on the redemption, repurchase or retirement of them securities of the Company that would result or be reasonably expected to result in such Affiliate holding more voting securities or total securities (equity and debt) than it is then subjectpermitted to hold under such laws and regulations. (ii) In the event Investor has the right to acquire any of the Company's securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and Investor reasonably determines that it has a Regulatory Problem, at Investor's request the Company will offer to sell to Investor non-voting securities (or, if the Company is not the proposed seller, will arrange for the exchange of any Affiliate (other than an Affiliate referred voting securities for non-voting securities immediately prior to in clause or simultaneous with such sale) on the same terms as would have existed had Investor acquired the securities so offered and immediately requested their exchange for non-voting securities pursuant to subsection (i) of such definitionabove. (iii) In the event that any subsidiary of the Company ever offers to issue any of its securities to any XX Xxxxxx Investor, then the Company will cause such Affiliate subsidiary to enter into an agreement with such XX Xxxxxx Investor substantially similar to this Agreement.

Regulatory Cooperation. (i) In the event that any XX Xxxxxx Investor reasonably determines that it has a Regulatory Problem, the Company agrees to take all such actions as are reasonably requested by such XX Xxxxxx Investor in order (A) to effectuate and facilitate any transfer by such XX Xxxxxx Investor of any securities of the Company then held by such XX Xxxxxx Investor to any Affiliate of such XX Xxxxxx Person designated by Investor; provided, however, that any such transfer must be made in accordance with applicable United States federal and state securities laws and all regulatory requirements to which the Company is then subject, including without limitation, the rules of the National Association of Securities Dealers, Inc. (“NASD”) and The Nasdaq Stock Market (“Nasdaq”), and (B) to permit such XX Xxxxxx Investor (or any of its Affiliates) to exchange all or any portion of the voting securities then held by such Person on a share-for-share basis for shares of a class or series of non-voting securities of the Company, which non-voting securities shall be identical in all material respects to such voting securities (provided that such non-voting securities may be of a different class or series of stock than the voting securities then held by the XX Xxxxxx Investor) securities, except that such new securities shall be non-voting and shall be convertible into voting securities on such terms as are requested by such XX Xxxxxx Investor and reasonably acceptable to the Company in light of regulatory considerations then prevailing prevailing, and reasonably acceptable (C) to grant Investor or its designee the Companyreasonable equivalent of any voting rights arising out of Investor's ownership of voting securities and/or provided for in the Investor Rights Agreement that were diminished as a result of the transfers and amendments referred to above. If any XX Xxxxxx Investor elects to transfer securities of the Company in order to avoid a Regulatory Problem to an Affiliate subject to limitations on its voting or total ownership interest in the Company, the Company and such Affiliate shall enter into such mutually acceptable agreements as the Company or such Affiliate may reasonably <PAGE> request in order to assist such Affiliate in complying with Laws to which either it is subject Such agreements may include restrictions on the redemption, repurchase or retirement of them is then subject. (ii) In the event that any Affiliate (other than an Affiliate referred to in clause (i) of such definition) securities of the Company ever offers that would result or be reasonably expected to issue any of its securities to any XX Xxxxxx Investor, then the Company will cause result in such Affiliate holding more voting securities or total securities (equity and debt) than it is permitted to enter into an agreement with hold under such XX Xxxxxx Investor substantially similar to this Agreementlaws and regulations.

Regulatory Cooperation. (i) In the event that any XX Xxxxxx Investor reasonably determines that it has a Regulatory Problem, each of the Company and the PCP Entities agrees to take all such actions as are reasonably requested by such XX Xxxxxx Investor in order (A) to effectuate and facilitate any transfer by such XX Xxxxxx Investor of any securities of the Company then held by Investor or such XX Xxxxxx PCP Entity for the account of such Investor to any Affiliate of such XX Xxxxxx Person designated by Investor; provided, however, that any such transfer must be made in accordance with applicable United States federal and state securities laws and all regulatory requirements to which the Company is then subject, including without limitation, the rules of the National Association of Securities Dealers, Inc. (“NASD”) and The Nasdaq Stock Market (“Nasdaq”), and (B) to permit such XX Xxxxxx Investor (or any of its Affiliates) to exchange or to direct such PCP Entities to exchange all or any portion of the voting securities then held by such Person on a share-for-share basis for shares of a class or series of non-voting securities of the Company, which non-voting securities shall be identical in all material respects to such voting securities (provided that such non-voting securities may be of a different class or series of stock than the voting securities then held by the XX Xxxxxx Investor) securities, except that such new securities shall be non-voting and shall be convertible into voting securities on such terms as are requested by such XX Xxxxxx Investor and reasonably acceptable to the Company in light of regulatory considerations then prevailing prevailing, and reasonably acceptable (C) to grant Investor or its designee the Companyreasonable equivalent of any voting rights arising out of Investor's ownership of voting securities and/or provided for in the Stockholders Agreement that were diminished as a result of the transfers and amendments referred to above. If any XX Xxxxxx Investor elects to transfer or directs the PCP Entities to transfer securities of the Company in order to avoid a Regulatory Problem to an Affiliate subject to limitations on its voting or total ownership interest in the Company, each of the Company Company, the Investor and such the PCP Entities and any Affiliate shall enter into such mutually acceptable agreements as the Company or any such Affiliate party may reasonably request in order to assist such Affiliate in complying with and avoiding liability pursuant to any Laws to which either it is subject and / or to give effect to Section 1(b) below. Such agreements may include restrictions on the redemption, repurchase or retirement of them securities of the Company that would result or be reasonably expected to result in such Affiliate holding more voting securities or total securities (equity and debt) than it is then subjectpermitted to hold under such laws and regulations. (ii) In the event that Investor has the right to direct the PCP Entities to acquire any Affiliate of the Company's securities from the Company or any other Person (other than an Affiliate referred as the result of a preemptive offer, pro rata offer or otherwise), and Investor reasonably determines that it has a Regulatory Problem, at Investor's request the Company will offer to in clause sell to Investor or to the PCP Entities, for the account of the Investor, non-voting securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had Investor acquired or directed the PCP Entities to acquire the securities so offered and immediately requested their exchange for non-voting securities pursuant to subsection (i) of such definitionabove. (iii) In the event that any Affiliate of the Company ever offers to issue any of its securities to any XX Xxxxxx Investor or to the PCP Entities for the account of the Investor, then the Company will cause such Affiliate to enter into an agreement with such XX Xxxxxx Investor substantially similar to this Agreement.

Regulatory Cooperation. (i) In the event that any XX Xxxxxx Investor reasonably determines that it has a Regulatory Problem, the Company agrees to take all such actions as are reasonably requested by such XX Xxxxxx Investor in order (A) to effectuate and facilitate any transfer by such XX Xxxxxx Investor of any securities of the Company then held by such XX Xxxxxx Investor to any Affiliate of such XX Xxxxxx Person designated by Investor; provided, however, that any such transfer must be made in accordance with applicable United States federal and state securities laws and all regulatory requirements to which the Company is then subject, including without limitation, the rules of the National Association of Securities Dealers, Inc. (“NASD”) and The Nasdaq Stock Market (“Nasdaq”), and (B) to permit such XX Xxxxxx Investor (or any of its Affiliates) to exchange all or any portion of the voting securities then held by such Person on a share-for-share basis for shares of a class or series of non-voting securities of the Company, which non-voting securities shall be identical in all material respects to such voting securities (provided that such non-voting securities may be of a different class or series of stock than the voting securities then held by the XX Xxxxxx Investor) securities, except that such new securities shall be non-voting and shall be convertible into voting securities on such terms as are requested by such XX Xxxxxx Investor and reasonably acceptable to the Company in light of regulatory considerations then prevailing prevailing, and reasonably acceptable (C) to grant Investor or its designee the Companyreasonable equivalent of any voting rights arising out of Investor's ownership of voting securities and/or provided for in the Investor Rights Agreement that were diminished as a result of the transfers and amendments referred to above. If any XX Xxxxxx Investor elects to transfer securities of the Company in order to avoid a Regulatory Problem to an Affiliate subject to limitations on its voting or total ownership interest in the Company, the Company and such Affiliate shall enter into such mutually acceptable agreements as the Company or such Affiliate may reasonably request in order to assist such Affiliate in complying with Laws to which either it is subject Such agreements may include restrictions on the redemption, repurchase or retirement of them securities of the Company that would result or be reasonably expected to result in such Affiliate holding more voting securities or total securities (equity and debt) than it is then subjectpermitted to hold under such laws and regulations. (ii) In the event Investor has the right to acquire any of the Company's securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and Investor reasonably determines that it has a Regulatory Problem, at Investor's request the Company will offer to sell to Investor non-voting securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had Investor acquired the securities so offered and immediately requested their exchange for non-voting securities pursuant to subsection (1) above. (iii) In the event that any Affiliate (other than an Affiliate referred to in clause (i) of such definition) of the Company ever offers to issue any of its securities to any XX Xxxxxx Investor, then the Company will cause such Affiliate to enter into an agreement with such XX Xxxxxx Investor substantially similar to this Agreement.

Regulatory Cooperation. (ia) Notwithstanding anything to the contrary contained in the Transaction Documents or other documents relating to the purchase and ownership of the Company's securities, it is understood and hereby expressly stated that Investor's obligations under the Transaction Documents or other documents relating to Investor's purchase and ownership of the Company's securities are, except as provided herein, subject to this Agreement. In the event that any XX Xxxxxx Investor reasonably determines that it has a Regulatory Problem, the Company agrees to take all such actions as are reasonably requested by such XX Xxxxxx Investor in order (A) to effectuate and facilitate any transfer by such XX Xxxxxx Investor of any securities of the Company then held by such XX Xxxxxx Investor to any Affiliate of such XX Xxxxxx Investor; provided, however, that any such transfer must be made in accordance with applicable United States federal and state securities laws and Person designated by Investor (subject to all regulatory requirements to which the Company is then subject, including without limitation, the rules of the National Association terms and conditions of Securities Dealers, Inc. (“NASD”) and The Nasdaq Stock Market (“Nasdaq”the Stockholders Agreement), and (B) to permit such XX Xxxxxx Investor (or any of its Affiliates) to exchange all or any portion of the voting securities then held by such Person on a share-for-share basis for shares of a class or series of non-voting securities of the Company, which non-voting securities shall be identical in all material respects to such voting securities (provided that such non-voting securities may be of a different class or series of stock than the voting securities then held by the XX Xxxxxx Investor) securities, except that such new securities shall be non-voting and shall be convertible into voting securities on such terms as are requested by such XX Xxxxxx Investor and reasonably acceptable to the Company in light of regulatory considerations then prevailing prevailing, and reasonably acceptable (C) to grant Investor or its designee the Companyreasonable equivalent of any voting rights arising out of Investor's ownership of voting securities and/or provided for in the Transaction Documents that were diminished as a result of the transfers and amendments referred to above. If any XX Xxxxxx Investor elects to transfer securities of the Company in order to avoid a Regulatory Problem to an Affiliate subject to limitations on its voting or total ownership interest in the Company, the Company and such Affiliate shall enter into such mutually acceptable agreements as the Company or such Affiliate may reasonably request in order to assist such Affiliate in complying with Laws to which either it is subject. Such agreements may include restrictions on the redemption, repurchase or retirement of them securities of the Company that would result or be reasonably expected to result in such Affiliate holding more voting securities or total securities (equity and debt) than it is then subjectpermitted to hold under such laws and regulations. (iib) In the event Investor has the right to acquire any of the Company's securities from the Company or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), and Investor reasonably determines that it has a Regulatory Problem, at Investor's request the Company will offer to sell to Investor non-voting securities (or, if the Company is not the proposed seller, will arrange for the exchange of any voting securities for non-voting securities immediately prior to or simultaneous with such sale) on the same terms as would have existed had Investor acquired the securities so offered and immediately requested their exchange for non-voting securities pursuant to subsection (a) above. (c) In the event that any Affiliate (other than an Affiliate referred to in clause (i) of such definition) of the Company ever offers to issue any of its securities to any XX Xxxxxx Investor, then the Company will cause such Affiliate to enter into an agreement with such XX Xxxxxx Investor substantially similar to this Agreement.