Common use of Regulatory Matters Generally Clause in Contracts

Regulatory Matters Generally. (a) In the event that any Investor reasonably determines that it has a Regulatory Problem, the Company agrees to take all such actions as are reasonably requested by the Investor in order (i) to effectuate and facilitate any transfer by the Investor of any equity interests of the Company then held by the Investor to any Person designated by the Investor, (ii) to permit the Investor (or any of its Affiliates) to exchange all or any portion of the voting equity interests then held by such Person on a share-for-share basis for shares of a class of non-voting equity interests of the Company, which non-voting equity interests shall be identical in all respects to such voting equity interests, except that such new equity interests shall be non-voting and shall be convertible into voting equity interests on such terms as are requested by the Investor and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (iii) to grant the Investor or its designee the reasonable equivalent of any voting rights arising out of the Investor’s ownership of voting equity interests and/or provided for in the By-laws and the Stockholders’ Agreement that were diminished as a result of the transfers and amendments referred to above; provided, that, in the case of clause (i) above, such transferee shall agree to be bound by and subject to the terms of the By-laws and the Stockholders’ Agreement in the same manner as the Investor. If the Investor elects to transfer equity interests 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 such Affiliate may reasonably request in order to assist such Affiliate in complying with applicable Laws. Such agreements may include restrictions on the redemption, repurchase or retirement of equity interests of the Company that would result or be reasonably expected to result in such Affiliate holding more voting equity interests or total interests (determined by such Affiliate’s ownership of equity and debt of the Company) than it is permitted to hold under such Laws. (b) In the event any Investor has the right to acquire any of the Company’s equity interests 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 equity interests (or, if the Company is not the proposed seller, will arrange for the exchange of any voting equity interests for non-voting equity interests immediately prior to or simultaneous with such sale) on the same terms as would have existed had the Investor acquired the equity interests so offered and immediately requested their exchange for non-voting equity interests pursuant to subsection (a) above. (c) In furtherance of its obligations pursuant to Section 1(b), the Company and the Stockholders shall take all corporate actions necessary so as to permit the issuance of non-voting equity interests. (d) In the event that any Affiliate of the Company ever offers to issue any of its securities to an Investor, then the Company will cause such Affiliate to enter into an agreement with the Investor with terms substantially similar to those contained in this Agreement.

Regulatory Matters Generally. (ai) In the event that any Investor reasonably If a Regulated Stockholder determines that it has a Regulatory Problem, the Company agrees to take all such actions actions, subject to Applicable Law, as are reasonably requested by the Investor in order such Regulated Stockholder (i1) to effectuate and facilitate any transfer by the Investor such Regulated Stockholder of any equity interests Securities of the Company then held by the Investor such Regulated Stockholder to any Person designated by the Investorsuch Regulated Stockholder, (ii2) to permit the Investor such Regulated Stockholder (or any Affiliate of its Affiliatessuch Regulated Stockholder) to exchange all or any portion of the voting equity interests Securities then held by such Person on a share-for-share basis for shares of a class of non-voting equity interests nonvoting Securities of the Company, which non-voting equity interests nonvoting Securities shall be identical in all respects respect to such voting equity interestsSecurities, except that such new equity interests Securities shall be non-voting nonvoting and shall be convertible into voting equity interests Securities on such terms as are requested by the Investor and reasonably acceptable to the Company such Regulated Stockholder in light of regulatory considerations then prevailing, and (iii3) to grant continue and preserve the Investor or its designee the reasonable equivalent of any voting rights arising out respective allocation of the Investor’s ownership of voting equity interests and/or with respect to the Company provided for in the By-laws this Agreement and the Stockholders’ Agreement that were diminished as a result with respect to such Regulated Stockholder's ownership of the transfers Company's voting Securities. Such actions may include, without limitation, (x) entering into such additional agreements as are reasonably requested by such Regulated Stockholders to permit any Person(s) designated by such Regulated Stockholder to exercise any voting power which is relinquished by such Regulated Stockholder upon any exchange of voting Securities for nonvoting Securities of the Company, and (y) entering into such additional agreements, adopting such amendments referred to above; provided, that, in the case of clause (i) above, such transferee shall agree to be bound by and subject to the terms of the By-laws and the Stockholders’ Agreement in the same manner as the Investor. If the Investor elects to transfer equity interests charter documents of the Company and taking such additional actions as are reasonably requested by such Regulated Stockholder in order to avoid a Regulatory Problem to an Affiliate (subject to limitations on its voting or total ownership interest in effectuate the Company), the Company and such Affiliate shall enter into such mutually acceptable agreements as such Affiliate may reasonably request in order to assist such Affiliate in complying with applicable Laws. Such agreements may include restrictions on the redemption, repurchase or retirement of equity interests intent of the Company that would result or be reasonably expected to result in such Affiliate holding more voting equity interests or total interests (determined by such Affiliate’s ownership of equity and debt of the Company) than it is permitted to hold under such Lawsforegoing. (bii) In the event any Investor If a Regulated Stockholder has the right or opportunity to acquire any of the Company’s equity interests 's Securities from the Company Company, any Stockholder 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 such Regulated Stockholder's request the Company will offer to sell to the Investor non-voting equity interests (or, or if the Company is not the proposed seller, will arrange for to cooperate with the exchange of any seller and such Regulated Stockholder to permit such seller to sell) such non- voting equity interests for non-voting equity interests immediately prior to or simultaneous with such sale) Securities on the same terms as would have existed had the Investor has such Regulated Stockholder acquired the equity interests Securities so offered and immediately requested their exchange for non-voting equity interests Securities pursuant to subsection clause (ai) above. (ciii) In furtherance of its obligations pursuant Each Stockholder agrees to Section 1(b), cooperate with the Company and in complying with this Section 17, including without limitation, voting to approve amending the Stockholders shall take all corporate actions necessary so as to permit Company's charter documents in a manner reasonably requested by the issuance of non-voting equity interestsRegulated Stockholder requesting such amendment. (div) In The Company agrees not to amend or waive the event voting or other provisions of this Agreement or the Company's charter documents if such amendment or waiver would cause any Regulated Stockholder to have a Regulatory Problem, provided, that any Affiliate of such Regulated Stockholder notifies -------- the Company ever offers that it would have a Regulatory Problem promptly after it has notice of such amendment or waiver. (v) If a Regulated Stockholder shall now or hereafter have a right to issue appoint or designate a Director and such right shall, in the reasonable judgment of such Regulated Stockholder, cause a Regulatory Problem, such Regulatory Stockholder may, upon notice to the Company, relinquish its right to appoint such Director at any of its securities to an Investor, then the Company will cause such Affiliate to enter into an agreement with the Investor with terms substantially similar to those contained in this Agreementtime.

Regulatory Matters Generally. (ai) In the event that any Investor reasonably If a Regulated Stockholder determines that it has a Regulatory Problem, the Company agrees to take all such actions actions, subject to Applicable Law, as are reasonably requested by the Investor in order such Regulated Stockholder (i1) to effectuate and facilitate any transfer Transfer by the Investor such Regulated Stockholder of any equity interests of the Company Stockholder Shares then held by the Investor such Regulated Stockholder to any Person Affiliate of such Regulated Stockholder designated by such Regulated Stockholder (provided such transferee complies with the Investorrequirements of Section 4(d)(ii)), and (ii2) to permit the Investor such Regulated Stockholder (or any Affiliate of its Affiliatessuch Regulated Stockholder) to exchange all or any portion of the voting equity interests Stockholder Shares then held by such Person on a share-for-share basis for shares of a class of non-voting equity interests of the Companynonvoting Stockholder Shares, which non-voting equity interests nonvoting Stockholder Shares shall be identical in all respects to such voting equity interestsStockholder Shares, except that such new equity interests Stockholder Shares shall be non-voting nonvoting and shall be convertible into voting equity interests Stockholder Shares on such terms as are reasonably requested by the Investor and reasonably acceptable to the Company such Regulated Stockholder in light of regulatory considerations then prevailing. Such actions may include, without limitation, (x) entering into such additional agreements as are reasonably requested by such Regulated Stockholder to permit any Person(s) designated by such Regulated Stockholder to exercise any voting power which is relinquished by such Regulated Stockholder upon any exchange of voting Stockholder Shares for nonvoting Stockholder Shares, and (iiiy) to grant the Investor or its designee the reasonable equivalent of any voting rights arising out of the Investor’s ownership of voting equity interests and/or provided for in the By-laws and the Stockholders’ Agreement that were diminished as a result of the transfers and amendments referred to above; providedentering into such additional agreements, that, in the case of clause (i) above, adopting such transferee shall agree to be bound by and subject amendment to the terms of the By-laws and the Stockholders’ Agreement in the same manner as the Investor. If the Investor elects to transfer equity interests charter documents of the Company and taking such additional actions as are reasonably requested by such Regulated Stockholder in order to avoid a Regulatory Problem to an Affiliate (subject to limitations on its voting or total ownership interest in effectuate the Company), the Company and such Affiliate shall enter into such mutually acceptable agreements as such Affiliate may reasonably request in order to assist such Affiliate in complying with applicable Laws. Such agreements may include restrictions on the redemption, repurchase or retirement of equity interests intent of the Company that would result or be reasonably expected to result in such Affiliate holding more voting equity interests or total interests (determined by such Affiliate’s ownership of equity and debt of the Company) than it is permitted to hold under such Lawsforegoing. (bii) In the event any Investor If a Regulated Stockholder has the right or opportunity to acquire any of the Company’s equity interests Stockholder Shares from the Company Company, any Stockholder 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 such Regulated Stockholder's request the Company will offer to sell to the Investor non-voting equity interests (or, or if the Company is not the proposed seller, will arrange for to cooperate with the exchange of any voting equity interests for seller and such Regulated Stockholder to permit such seller to sell) non-voting equity interests immediately prior to or simultaneous with such sale) Stockholder Shares on the same terms as would have existed had the Investor such Regulated Stockholder acquired the equity interests Stockholder Shares so offered and immediately requested their exchange for non-voting equity interests Stockholder Shares pursuant to subsection clause (ai) above. (ciii) In furtherance of its obligations pursuant Each Stockholder agrees to Section 1(b), cooperate with the Company and in complying with this Section 10, including without limitation, voting to approve amending the Stockholders shall take all corporate actions necessary so as to permit Company's Articles of Incorporation in a manner reasonably requested by the issuance of non-voting equity interestsRegulated Stockholder requesting such amendment. (div) In The Company agrees not to amend or waive the event voting or other provisions of this Agreement or the Company's Articles of Incorporation if such proposed amendment or waiver would cause any Regulated Stockholder to have a Regulatory Problem, provided that any Affiliate of such Regulated Stockholder notifies the Company ever offers to issue any that it would have a Regulatory Problem promptly after it has notice of its securities to an Investor, then the Company will cause such Affiliate to enter into an agreement with the Investor with terms substantially similar to those contained in this Agreementamendment or waiver.

Regulatory Matters Generally. (ai) In the event that any Investor reasonably If a Regulated Stockholder determines that it has a Regulatory Problem, the Company agrees to take all such actions actions, subject to Applicable Law, as are reasonably requested by the Investor in order such Regulated Stockholder (i1) to effectuate and facilitate any transfer Transfer by the Investor such Regulated Stockholder of any equity interests of the Company Stockholder Shares then held by the Investor such Regulated Stockholder to any Person Affiliate of such Regulated Stockholder designated by such Regulated Stockholder (provided such transferee complies with the Investorrequirements of Section 4(e)(ii)), and (ii2) to permit the Investor such Regulated Stockholder (or any Affiliate of its Affiliatessuch Regulated Stockholder) to exchange all or any portion of the voting equity interests Stockholder Shares then held by such Person on a share-for-share basis for shares of a class of non-voting equity interests of the Companynonvoting Stockholder Shares, which non-voting equity interests nonvoting Stockholder Shares shall be identical in all respects to such voting equity interestsStockholder Shares, except that such new equity interests Stockholder Shares shall be non-voting nonvoting and shall be convertible into voting equity interests Stockholder Shares on such terms as are requested by the Investor and reasonably acceptable to the Company such Regulated Stockholder in light of regulatory considerations then prevailing. Such actions may include, without limitation, (x) entering into such additional agreements as are reasonably requested by such Regulated Stockholder to permit any Person(s) designated by such Regulated Stockholder to exercise any voting power which is relinquished by such Regulated Stockholder upon any exchange of voting Stockholder Shares for nonvoting Stockholder Shares, and (iiiy) to grant the Investor or its designee the reasonable equivalent of any voting rights arising out of the Investor’s ownership of voting equity interests and/or provided for in the By-laws and the Stockholders’ Agreement that were diminished as a result of the transfers and amendments referred to above; providedentering into such additional agreements, that, in the case of clause (i) above, adopting such transferee shall agree to be bound by and subject amendment to the terms of the By-laws and the Stockholders’ Agreement in the same manner as the Investor. If the Investor elects to transfer equity interests charter documents of the Company and taking such additional actions as are reasonably requested by such Regulated Stockholder in order to avoid a Regulatory Problem to an Affiliate (subject to limitations on its voting or total ownership interest in effectuate the Company), the Company and such Affiliate shall enter into such mutually acceptable agreements as such Affiliate may reasonably request in order to assist such Affiliate in complying with applicable Laws. Such agreements may include restrictions on the redemption, repurchase or retirement of equity interests intent of the Company that would result or be reasonably expected to result in such Affiliate holding more voting equity interests or total interests (determined by such Affiliate’s ownership of equity and debt of the Company) than it is permitted to hold under such Lawsforegoing. (bii) In the event any Investor If a Regulated Stockholder has the right or opportunity to acquire any of the Company’s equity interests Stockholder Shares from the Company Company, any Stockholder 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 such Regulated Stockholder's request the Company will offer to sell to the Investor non-voting equity interests (or, or if the Company is not the proposed seller, will arrange for to cooperate with the exchange of any voting equity interests for seller and such Regulated Stockholder to permit such seller to sell) non-voting equity interests immediately prior to or simultaneous with such sale) Stockholder Shares on the same terms as would have existed had the Investor such Regulated Stockholder acquired the equity interests Stockholder Shares so offered and immediately requested their exchange for non-non- voting equity interests Stockholder Shares pursuant to subsection clause (ai) above. (ciii) In furtherance of its obligations pursuant Each Stockholder agrees to Section 1(b), cooperate with the Company and in complying with this Section 10, including without limitation, voting to approve amending the Stockholders shall take all corporate actions necessary so as to permit Company's Certificate of Incorporation in a manner reasonably requested by the issuance of non-voting equity interestsRegulated Stockholder requesting such amendment. (div) In The Company agrees not to amend or waive the event voting or other provisions of this Agreement or the Company's Certificate of Incorporation if such proposed amendment or waiver would cause any Regulated Stockholder to have a Regulatory Problem, provided that any Affiliate such Regulated Stockholder notifies the -------- Company that it would have a Regulatory Problem promptly after it has notice of the Company ever offers to issue any of its securities to an Investor, then the Company will cause such Affiliate to enter into an agreement with the Investor with terms substantially similar to those contained in this Agreementamendment or waiver.

Regulatory Matters Generally. (a) In the event that any Investor reasonably If a Regulated Shareholder determines that it has a Regulatory Problem, the Company agrees to take all such actions actions, subject to Applicable Law, as are reasonably requested by the Investor in order such Regulated Shareholder (i) to effectuate and facilitate any transfer by the Investor such Regulated Shareholder of any equity interests Securities of the Company then held by the Investor such Regulated Shareholder to any Person designated by such Regulated Shareholder (in which event such Regulated Shareholder shall have no obligation to comply with the Investorprovisions of Section 2 hereof), (ii) to permit the Investor such Regulated Shareholder (or any Affiliate of its Affiliatessuch Regulated Shareholder) to exchange all or any portion of the voting equity interests Securities then held by such Person on a share-for-share basis for shares of a class of non-voting equity interests Securities of the Company, which non-voting equity interests Securities shall be identical in all respects to such voting equity interestsSecurities, except that such new equity interests Securities shall be non-voting and shall be convertible into voting equity interests Securities on such terms as are requested by the Investor and reasonably acceptable to the Company such Regulated Shareholder in light of regulatory considerations then prevailing, and (iii) to grant continue and preserve the Investor or its designee the reasonable equivalent of any voting rights arising out respective allocation of the Investor’s ownership of voting equity interests and/or with respect to the Company provided for in the By-laws Series C Preferred Stock Purchase Agreement and the Stockholders’ Agreement that were diminished as a result all exhibits thereto and with respect to such Regulated Shareholder's ownership of the transfers Company's voting Securities. Such actions may include, without limitation, (a) entering into such additional agreements as are reasonably requested by such Regulated Shareholder to permit any Person(s) designated by such Regulated Shareholder to exercise any voting power which is relinquished by such Regulated Shareholder upon any exchange of voting Securities for non-voting Securities of the Company, and (b) entering into such additional agreements, adopting such amendments referred to above; provided, that, in the case of clause (i) above, such transferee shall agree to be bound by and subject to the terms of the By-laws and the Stockholders’ Agreement in the same manner as the Investor. If the Investor elects to transfer equity interests charter documents of the Company and taking such additional actions as are reasonably requested by such Regulated Shareholder in order to avoid a Regulatory Problem to an Affiliate (subject to limitations on its voting or total ownership interest in effectuate the Company), the Company and such Affiliate shall enter into such mutually acceptable agreements as such Affiliate may reasonably request in order to assist such Affiliate in complying with applicable Laws. Such agreements may include restrictions on the redemption, repurchase or retirement of equity interests intent of the Company that would result or be reasonably expected to result in such Affiliate holding more voting equity interests or total interests (determined by such Affiliate’s ownership of equity and debt of the Company) than it is permitted to hold under such Laws. (b) In the event any Investor foregoing. If a Regulated Shareholder has the right or opportunity to acquire any of the Company’s equity interests 's Securities from the Company Company, any shareholder 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 such Regulated Shareholder's request the Company will offer to sell to the Investor non-voting equity interests (or, or if the Company is not the proposed seller, will arrange for to cooperate with the exchange of any voting equity interests for seller and such Regulated Shareholder to permit such seller to sell) such non-voting equity interests immediately prior to or simultaneous with such sale) Securities on the same terms as would have existed had the Investor such Regulated Shareholder acquired the equity interests Securities so offered and immediately requested their exchange for non-voting equity interests Securities pursuant to subsection clause (a2) above. (c) In furtherance of its obligations pursuant . Each Investor agrees to Section 1(b), cooperate with the Company and in complying with this Section 4.2, including without limitation, voting to approve amending the Stockholders shall take all corporate actions necessary so as Company's Articles of Incorporation in a manner reasonably requested by the Regulated Shareholder requesting such amendment. The Company agrees not to permit amend or waive the issuance voting or other provisions of non-voting equity interests. (d) In this Agreement or the event Company's Articles of Incorporation if such amendment or waiver would cause any Regulated Shareholder to have a Regulatory Problem, provided that any Affiliate of such Regulated Shareholder notifies the Company ever offers that it would have a Regulatory Problem promptly after it has notice of such amendment or waiver. If the exercise by a Regulated Shareholder of any right hereunder shall, in the reasonable judgment of such Regulated Shareholder, cause a Regulatory Problem, such Regulatory Shareholder may, upon notice to issue the Company, relinquish such right at any of its securities to an Investor, then the Company will cause such Affiliate to enter into an agreement with the Investor with terms substantially similar to those contained in this Agreementtime.