Common use of Regulatory Problem Clause in Contracts

Regulatory Problem. Notwithstanding any other provision of this Agreement to the contrary, in the event that, at any time, the continued holding by any Regulated Stockholder or any of its Affiliates of some or all of the Equity Securities or any other securities of the Company held by it, at such time, will result in a Regulatory Problem, such Regulated Stockholder or such Affiliate shall promptly notify the Company and explain in reasonable detail the facts which have given rise to the Regulatory Problem and such Regulated Stockholder or such Affiliate shall use all reasonable best efforts to cure such Regulatory Problem (including, but not limited to, transferring such Equity Securities or other securities to an Affiliate of such Regulated Stockholder, holding non-voting securities, or relinquishing the right to enforce certain or all protective covenants, if any, in favor of such Regulated Shareholder or such Affiliate) and thereafter may, subject to compliance with Article II, promptly sell, exchange or otherwise dispose of such securities. In connection with the foregoing sentence, if requested by such Regulated Stockholder or such Affiliate, the Company shall cooperate with such Regulated Stockholder or such Affiliate (a) in disposing of such securities to a third party or (b) exchanging all or any portion of such securities on a share-for-share basis for shares of a non-voting security of the Company (such non-voting security to be identical in all respects to such voting securities or other securities, except that they shall be non-voting and shall be convertible or exercisable into voting securities on such conditions as are requested by such Regulated Stockholder in light of the regulatory considerations prevailing). Without limiting the foregoing, at the request of such Regulated Stockholder or such Affiliate, the Company shall provide (and authorize such Regulated Stockholder or such Affiliate to provide) financial and other information concerning the Company to any prospective purchaser of such securities owned by such Regulated Stockholder or such Affiliate, and shall amend this Agreement, the Certificate of Incorporation of the Company, the by-laws of the Company, and any related agreements and instruments and take any additional actions in order to effectuate and reflect the foregoing. The Company shall not be required to provide any such information unless the recipient thereof signs a confidentiality agreement reasonably satisfactory to the Company.

Regulatory Problem. Notwithstanding any other provision of this Agreement to the contrary, in the event that, at any time, the continued holding by any Regulated Stockholder or any of its Affiliates of some or all of the Equity Securities or any other securities of the Company held by it, at such time, will result in a Regulatory Problem, such Regulated Stockholder or such Affiliate shall promptly notify the Company and explain in reasonable detail the facts which have given rise to the Regulatory Problem and such Regulated Stockholder or such Affiliate shall use all reasonable best efforts to cure such Regulatory Problem (including, but not limited to, transferring such Equity Securities or other securities to an Affiliate of such Regulated Stockholder, holding non-voting securities, or relinquishing the right to enforce certain or all protective covenants, if any, in favor of such Regulated Shareholder or such Affiliate) and thereafter may, subject to compliance with Article II, promptly sell, exchange or otherwise dispose of such securities. In connection with the foregoing sentence, if requested by such Regulated Stockholder or such Affiliate, the Company shall cooperate with such Regulated Stockholder or such Affiliate (ax) in disposing of such securities to a third party or (by) exchanging all or any portion of such securities on a share-for-share basis for shares of a non-voting security of the Company (such non-voting security to be identical in all respects to such voting securities or other securities, except that they shall be non-voting and shall be convertible or exercisable into voting securities on such conditions as are requested by such Regulated Stockholder in light of the regulatory considerations prevailing). Without limiting the foregoing, at the request of such Regulated Stockholder or such Affiliate, the Company shall provide (and authorize such Regulated Stockholder or such Affiliate to provide) financial and other information concerning the Company to any prospective purchaser of such securities owned by such Regulated Stockholder or such Affiliate, and shall amend this Agreement, the Certificate certificate of Incorporation incorporation of the Company, the by-laws of the Company, and any related agreements and instruments and take any additional actions in order to effectuate and reflect the foregoing. The Company shall not be required to provide any such information unless the recipient thereof signs a confidentiality agreement reasonably satisfactory to the Company.

Regulatory Problem. Notwithstanding any other provision of this Agreement to the contrary, in the event that, at any time, the continued holding by any a Regulated Stockholder Investor or any of its Affiliates of shall determine that if the Regulated Investor or such Affiliate, shall continue to hold some or all of the Equity Securities shares of the Company Preferred Stock or any other securities of the Company held by it, at there is a material risk that such time, ownership will result in a Regulatory Problem, Problem or the cost of continuing to hold such Regulated Stockholder or such Affiliate shall promptly notify the Company and explain in reasonable detail the facts which have given rise to the Regulatory Problem and such Regulated Stockholder or such Affiliate shall use all reasonable best efforts to cure such Regulatory Problem (including, but not limited to, transferring such Equity Securities or other securities to an Affiliate of such Regulated Stockholder, holding non-voting securities, or relinquishing the right to enforce certain or all protective covenants, if anyhas, in favor the reasonable judgment of such the Regulated Shareholder Investor or such Affiliate) and thereafter may, subject to compliance with Article IIsignificantly increased, promptly the Regulated Investor or such Affiliate, may sell, exchange or otherwise dispose of such securities, in a prompt and orderly manner and any periods of prior notice set forth in this Agreement shall be reduced to the extent necessary to avoid any Regulatory Problem associated with such notice period. In connection with the foregoing sentence, if requested by such the Regulated Stockholder or such AffiliateInvestor, the Company shall cooperate with such the Regulated Stockholder Investor or such Affiliate in (a) in disposing of such securities to a third party or (b) exchanging all or any portion of such securities on a share-for-share basis for shares of a non-voting security of the Company (such non-voting security to be identical in all respects to such voting securities or other securities, except that they shall be non-voting and shall be convertible or exercisable into voting securities on such conditions as are requested by such the Regulated Stockholder Investor in light of the regulatory considerations prevailing). Without limiting the foregoing, at the request of such the Regulated Stockholder Investor or such Affiliate, the Company shall provide (and authorize such the Regulated Stockholder Investor or such Affiliate Affiliate, to provide) financial and other information concerning the Company to any prospective purchaser of such securities owned by such the Regulated Stockholder Investor or such Affiliate, and shall amend this Agreement, the Certificate certificate of Incorporation incorporation of the Company, the by-laws of the Company, and any related agreements and instruments and shall take any such additional actions in order to effectuate and reflect the foregoing. The Company shall not be required to provide any such information unless the recipient thereof signs a confidentiality agreement reasonably satisfactory to the Company. This Section shall survive the termination of this Agreement, so long as the Regulated Investor owns any Securities.

Regulatory Problem. (a) Notwithstanding any other provision of this Agreement to the contrary, in the event that, at any time, the continued holding by any Regulated a Bank Stockholder or any of its Affiliates of shall reasonably determine that if such Bank Stockholder or such Affiliate, shall continue to hold some or all of the Equity Securities shares of Common Stock or any other securities of the Company held by it, at there is a material risk that such time, ownership will result in a Regulatory Problem, Problem or the cost of complying with regulatory requirements applicable to such Regulated Bank Stockholder or such Affiliate shall promptly notify the Company and explain in reasonable detail the facts which have given rise to the Regulatory Problem and would materially increase, then such Regulated Bank Stockholder or such Affiliate shall use all reasonable best efforts to cure such Regulatory Problem may (including, but not limited to, transferring such Equity Securities or other securities to an Affiliate of such Regulated Stockholder, holding non-voting securities, or relinquishing the right to enforce certain or all protective covenants, if any, in favor of such Regulated Shareholder or such Affiliatei) and thereafter may, subject to compliance with Article IISection 3.9(b), promptly sell, exchange sell or otherwise dispose of such securities. In connection with securities (the foregoing sentence"Offered Securities") in a prompt and orderly manner or (ii) request that the Company, if requested by and upon receipt of any such Regulated Stockholder or such Affiliate, request the Company shall cooperate with such Regulated Stockholder or such Affiliate (a) in disposing of such securities agrees to a third party or (b) exchanging exchange all or any portion of such securities the Offered Securities on a share-for-share basis for shares of a non-voting security Security of the Company (such non-voting security to be identical in all respects to such voting securities or other securitiesthe Offered Securities, except that they shall be non-voting and shall be convertible or exercisable into voting securities with terms identical to the Offered Securities on such conditions as are reasonably requested by such Regulated Bank Stockholder in light of the regulatory considerations then prevailing). (b) The Bank Stockholders, and each of them, hereby grant to the Company the right to purchase all of the Offered Securities in any disposition pursuant to Section 3.9(a) (an "Eligible Offering") in the manner and pursuant to the following procedures: (i) Each Bank Stockholder shall, before disposing of any Offered Securities pursuant to an Eligible Offering, give written notice thereof to the Company specifying the type and amount of the Offered Securities, the factual and legal basis for the Regulatory Problem, and the aggregate cash proceeds that such Bank Stockholder desires to obtain therefrom. The Company shall within 10 business days thereafter be entitled to offer to purchase all of the Offered Securities at such price per share and pursuant to such other terms and conditions as specified in a written notice from the Company to the Bank Stockholder (the "Company Offer"). The Bank Stockholder shall have 10 business days following receipt of the Company Offer to elect to accept the Company Offer in a written notice to the Company. If the Bank Stockholder accepts Company Offer, the Bank Stockholder shall sell to the Company and the Company shall purchase from the Bank Stockholder, for the price and on such other terms set forth in the Company Offer, all of the Offered Securities. The Company and the Bank Stockholder shall use their respective reasonable efforts and act in good faith to consummate such purchase transaction as soon as practicable, but in no event more than 30 days after the date of the Company Offer, pursuant to a purchase agreement in form and substance reasonably acceptable to the Company and the Bank Stockholder. (ii) If the Bank Stockholder rejects the Company Offer, then the Bank Stockholder shall have 90 business days from the date of the written rejection of the Company Offer within which to sell all of the Offered Securities to a third party or parties (the "Third Party"), at a purchase price not less than 100% of the purchase price proposed in the Company Offer. The Bank Stockholders agree that as a condition to purchasing such Offered Securities, the Third Party shall be required to execute a signature page to this Agreement and agree to be bound by the terms and provisions of this Agreement in a form mutually acceptable to the Company and the Bank Stockholder. If the Offered Securities are not sold by the Bank Stockholder during such 90 business-day period, the right of the Bank Stockholder to sell such Offered Securities to the Third Party shall expire and such Offered Securities shall again be subject to the restrictions contained in this Section 3.9 and shall not thereafter be sold, exchanged or otherwise disposed of except in compliance with the provisions of this Agreement. (c) In connection with a sale to a Third Party pursuant to this Section 3.9 and subject to Section 3.9(b), if requested by a Bank Stockholder, the Company shall cooperate with such Bank Stockholder in effecting the transfer of such Offered Securities to a Third Party. Without limiting the foregoing, at the request of such Regulated Stockholder or such AffiliateBank Stockholder, the Company shall provide (and authorize such Regulated Bank Stockholder or such Affiliate to provide) financial and other information concerning the Company to any prospective purchaser of such securities Offered Securities owned by such Regulated Stockholder or such Affiliate, and shall amend this Agreement, the Certificate of Incorporation of the Company, the by-laws of the Company, and any related agreements and instruments and take any additional actions in order to effectuate and reflect the foregoingBank Stockholder. The Company shall not be required to provide any such information unless the recipient thereof signs a confidentiality agreement reasonably satisfactory to the Company. (d) The Company hereby covenants and agrees with each Bank Stockholder that prior to exchanging any voting security of the Company held by a Bank Stockholder for any non-voting security of the Company or if the Company proposes to take any other action or enter into any other transaction that would increase the percentage of voting securities owned or controlled by any Bank Stockholder, it shall deliver to each Bank Stockholder a notice 10 business days prior to executing such exchange or taking such other action or consummating such other transaction describing in sufficient detail the terms and conditions of such exchange or other action or transaction so that each Bank Stockholder can determine whether such exchange or other action or transaction may result in a Regulatory Problem.

Regulatory Problem. Notwithstanding any other provision of this Agreement to the contrary, in the event that, at any time, that the continued holding by any Regulated Stockholder Purchaser or any of its Affiliates of affiliates shall 15 15 determine that, if the Purchaser or such affiliate shall continue to hold some or all of the Equity Securities shares of Common Stock or any other securities of the Company held by it, at there is a material risk that such time, ownership will result in a Regulatory ProblemProblem or the cost of continuing to hold such securities has, such Regulated Stockholder in the reasonable judgment of the Purchaser or such Affiliate shall promptly notify affiliate, significantly increased, the Company and explain in reasonable detail the facts which have given rise to the Regulatory Problem and such Regulated Stockholder Purchaser or such Affiliate shall use all reasonable best efforts to cure such Regulatory Problem (includingaffiliate, but not limited tomay sell, transferring such Equity Securities or other securities exchange, convert to an Affiliate of such Regulated Stockholder, holding noninvestment in Co-voting securities, or relinquishing the right to enforce certain or all protective covenants, if any, in favor of such Regulated Shareholder or such Affiliate) and thereafter may, subject to compliance with Article II, promptly sell, exchange Invest or otherwise dispose of such securities, in a prompt and orderly manner. In connection with the foregoing sentence, if requested by such Regulated Stockholder or such Affiliatethe Purchaser, (a) the Company shall cooperate with such Regulated Stockholder the Purchaser or such Affiliate affiliate in (ai) in disposing of such securities to a third party or (bii) exchanging all or any portion of such voting securities on a share-for-share basis for shares of a non-voting security of the Company (such non-voting security to be identical in all respects to such voting securities or other securities, except that they shall be non-voting and shall be convertible or exercisable into voting securities on such conditions as are requested by such Regulated Stockholder the Purchaser in light of the regulatory considerations prevailing)) and (b) Co-Invest shall cooperate with the Purchaser or such affiliate in order to permit the Purchaser to convert the Shares or any portion thereof into a Capital Contribution in Co-Invest with appropriate modifications to the Partnership Agreement, including but not limited to a modification of the allocation of income/loss provisions of the Partnership Agreement to give effect to the fact that the Purchaser's direct investment in the Company has been reduced, provided that such conversion and modifications are in compliance with federal and state law. Without limiting the foregoing, at the request of such Regulated Stockholder the Purchaser or such Affiliateaffiliate, the Company shall provide (and authorize such Regulated Stockholder the Purchaser or such Affiliate affiliate, to provide) financial and other information concerning the Company to any prospective purchaser of 16 16 such securities owned by such Regulated Stockholder the Purchaser or such Affiliateaffiliate, and shall amend this Agreement, the Certificate of Incorporation articles or organization of the Company, the by-laws operating agreement of the Company, and any related agreements and instruments and shall take any such additional actions in order to effectuate and reflect the foregoing. The Company shall not be required to provide any such information unless the recipient thereof signs a confidentiality agreement reasonably satisfactory to the Company.