Common use of Regulatory Requirements and Restrictions Clause in Contracts

Regulatory Requirements and Restrictions. In the event of any reasonable determination by the Warrantholder that, by reason of any existing or future federal or state law, statute, rule, regulation, guideline, order, court or administrative ruling, request or directive (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) (a "REGULATORY REQUIREMENT"), the Warrantholder is effectively restricted or prohibited from holding the Warrant or the related Warrant Shares (including any shares of capital stock or other securities distributable to the Warrantholder in any merger, reorganization, readjustment or other reclassification), or otherwise realize upon or receive the benefits intended under the Warrant, the Company shall, and shall use its commercially reasonable efforts to have its stockholders, take such action as the Warrantholder may deem reasonably necessary to permit the Warrantholder to comply with such Regulatory Requirement. The costs of taking such action shall be shared equally by the Company and the Warrantholder. Such action to be taken may include the Company's authorization of one or more new classes of capital stock for which the Warrant may be exercised or the adoption of such modifications and amendments to the Charter Documents, this Agreement, the Warrant or any other documents and instruments related to or executed in connection herewith or with the Warrant as may be deemed reasonably necessary by the Warrantholder. The Warrantholder shall give written notice to the Company of any such determination and the action or actions necessary to comply with such Regulatory Requirement, which notice and determination shall be conclusive absent manifest error, and the Company shall take all commercially reasonable steps necessary to comply with such determination as expeditiously as possible.

Regulatory Requirements and Restrictions. In the event of any reasonable determination by the Warrantholder either Investor Stockholder that, by reason of any existing or future federal Federal or state law, statute, rule, regulation, guideline, order, court or administrative ruling, request or directive (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) (collectively, a "REGULATORY REQUIREMENTRegulatory Requirement"), the Warrantholder it is effectively restricted or prohibited from holding any of the Warrant or shares of capital stock of the related Warrant Shares Company (including any shares of capital stock or other securities distributable to the Warrantholder such Investor Stockholder in any merger, reorganization, readjustment or other reclassificationreclassification of such shares), or otherwise realize upon or receive the benefits intended under the Warrant, the Company shall, and the other Stockholders shall use its take such commercially reasonable efforts to have its stockholders, take such action as the Warrantholder may deem be deemed reasonably necessary by Investor Stockholder to permit the Warrantholder Investor Stockholder to comply with such Regulatory Requirement. The reasonable costs of taking such action shall be shared equally action, whether by the Company and or the WarrantholderStockholders or otherwise, shall be borne by the Company. Such action to be taken may include include, without limitation, the Company's authorization of one or more new classes of capital stock for which and the Warrant may be exercised modification or amendment of the adoption Certificate of such modifications and amendments to the Charter Documents, this Agreement, the Warrant Incorporation or any other documents and or instruments related to or executed in connection herewith or with the Warrant shares held by such Investor Stockholder as may be deemed reasonably necessary by such Investor Stockholder, but shall not include the Warrantholderredemption or repurchase of any securities for cash until all Senior Indebtedness is paid in full in cash and all commitments to extend credit under the Senior Credit Agreement are terminated. The Warrantholder Each Investor Stockholder shall give written notice to the Company and the other Stockholders of any such determination and the action or actions necessary to comply with such Regulatory Requirement, which notice and determination shall be conclusive absent manifest error, and the Company and such other Stockholders shall take all commercially reasonable steps necessary to comply with such determination as expeditiously as possible.

Regulatory Requirements and Restrictions. In the event of any reasonable determination by the Warrantholder any Holder that, by reason of any existing or future federal or state lawRegulatory Requirement, statute, rule, regulation, guideline, order, court or administrative ruling, request or directive (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) (a "REGULATORY REQUIREMENT"), the Warrantholder such Holder is effectively restricted or prohibited from holding the its Warrant or the related Warrant Shares (including any shares of capital stock or other securities distributable to the Warrantholder such Holder in any merger, reorganization, readjustment or other reclassification), or otherwise realize upon or receive the benefits intended to be conferred on such Holder under the its Warrant, then the Company shall, shall take and shall use its commercially reasonable efforts to have cause its stockholdersshareholders to take, take such action actions as the Warrantholder such Holder may deem reasonably necessary to permit the Warrantholder such Holder to comply with such Regulatory Requirement. The All costs of taking such action action, whether by the Company, the affected Holder or otherwise, shall be shared equally borne by the Company and the Warrantholdersuch Holder. Such action to be taken may include include, without limitation, the Company's ’s authorization of one or more new classes of non-voting or other capital stock for which the such Warrant may be exercised or the adoption of exercised, and such modifications and amendments to the Charter DocumentsCharter, this Agreement, the applicable Warrant or any other documents and instruments related to or executed in connection herewith or with the such Warrant as may be deemed reasonably necessary by the Warrantholdersuch Holder. The Warrantholder Such Holder shall give written notice to the Company of any such determination and the action or actions it deems necessary to comply with such Regulatory Requirement, which notice and determination shall be conclusive absent manifest error, and the Company shall take all commercially reasonable steps necessary to comply with such determination as expeditiously as possible.

Regulatory Requirements and Restrictions. In the event of any reasonable determination by the Warrantholder that, by reason of any existing or future federal or state law, statute, rule, regulation, guideline, order, court or administrative ruling, request or directive (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) (a "REGULATORY REQUIREMENTRegulatory Requirement"), the Warrantholder is effectively restricted or prohibited from holding the Warrant or the related Warrant Shares (including any shares of capital stock or other securities distributable to the Warrantholder in any merger, reorganization, readjustment or other reclassification), or otherwise realize upon or receive the benefits intended under the Warrant, the Company shall, and shall use its commercially reasonable efforts to have its stockholders, take such action as the Warrantholder may deem reasonably necessary to permit the Warrantholder to comply with such Regulatory Requirement. The costs of taking such action shall be shared equally by the Company and the Warrantholder. Such action to be taken may include the Company's authorization of one or more new classes of capital stock for which the Warrant may be exercised or the adoption of such modifications and amendments to the Charter Documents, this Agreement, the Warrant or any other documents and instruments related to or executed in connection herewith or with the Warrant as may be deemed reasonably necessary by the Warrantholder. The Warrantholder shall give written notice to the Company of any such determination and the action or actions necessary to comply with such Regulatory Requirement, which notice and determination shall be conclusive absent manifest error, and the Company shall take all commercially reasonable steps necessary to comply with such determination as expeditiously as possible.

Regulatory Requirements and Restrictions. In the event of any reasonable determination by the any Warrantholder that, by reason of any existing or future federal or state law, statute, rule, regulation, guideline, order, court or administrative ruling, request or directive (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) (a "REGULATORY REQUIREMENTRegulatory Requirement"), the such Warrantholder is effectively restricted or prohibited from holding the its Warrant or the related Warrant Shares (including any shares of capital stock or other securities distributable to the such Warrantholder in any merger, reorganization, readjustment or other reclassification), or otherwise realize upon or receive the benefits intended under the its Warrant, the Company shall, and shall use its commercially reasonable efforts to have its stockholdersshareholders, take such action as the such Warrantholder may deem reasonably necessary to permit the such Warrantholder to comply with such Regulatory Requirement. The costs of taking such action shall be shared equally by the Company Company, on the one hand, and the WarrantholderWarrantholders, on the other hand. Such action to be 12 10 taken may include without limitation the Company's authorization of one or more new classes of capital stock for which the such Warrant may be exercised or the adoption of to make such modifications and amendments to the Charter Documents, this Agreement, the related Warrant or any other documents and instruments related to or executed in connection herewith or with the Warrant Warrants as may be deemed reasonably necessary by the such Warrantholder. The Such Warrantholder shall give written notice to the Company of any such determination and the action or actions necessary to comply with such Regulatory Requirement, which notice and determination shall be conclusive absent manifest error, and the Company shall take all commercially reasonable steps necessary to comply with such determination as expeditiously as possible.

Regulatory Requirements and Restrictions. In the event of any reasonable determination by the any Warrantholder that, by reason of any existing or future federal or state law, statute, rule, regulation, guideline, order, court or administrative ruling, request or directive (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) (a "REGULATORY REQUIREMENT"), the such Warrantholder is effectively restricted or prohibited from holding the its Warrant or the related Warrant Shares (including any shares of capital stock or other securities distributable to the such Warrantholder in any merger, reorganization, readjustment or other reclassification), or otherwise realize upon or receive the benefits intended under the its Warrant, the Company shall, and shall use its commercially reasonable efforts to have its stockholdersshareholders, take such action as the such Warrantholder may reasonably deem reasonably necessary to permit the such Warrantholder to comply with such Regulatory Requirement. The costs of taking such action shall be shared equally by the Company and the Warrantholder. Such action to be taken may include include, without limitation, the Company's authorization of one or more new classes of capital stock Capital Stock for which the such Warrant may be exercised or the adoption of to make such modifications and amendments to the Charter Documents, this Agreement, the related Warrant or any other documents and instruments related to or executed in connection herewith or with the Warrant Warrants as may be deemed reasonably necessary by the such Warrantholder. The Such Warrantholder shall give written notice to the Company of any such determination and the action or actions necessary to comply with such Regulatory Requirement, which notice and determination shall be conclusive absent manifest error, and the Company shall take all commercially reasonable steps necessary to comply with such determination as expeditiously as possible.

Regulatory Requirements and Restrictions. In the event of any reasonable determination by the Warrantholder an Equity Holder that, by reason of any existing or future federal or state law, statute, rule, regulation, guideline, order, court or administrative ruling, request or directive (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) (any such item, a "REGULATORY REQUIREMENTRegulatory Requirement"), the Warrantholder such Equity Holder is effectively restricted or prohibited from holding the any Put Security, Registrable Security, Warrant Security or the related Warrant Shares Purchased Capital Stock (including any shares of capital stock or other securities distributable to the Warrantholder such Equity Holder in any merger, reorganization, readjustment or other reclassification), or otherwise realize upon or receive the benefits intended under the Warrantthis Agreement, the Company shall, and shall use its commercially reasonable best efforts to have its stockholders, take such commercially reasonable action as the Warrantholder such Equity Holder may deem reasonably necessary to permit the Warrantholder such Equity Holder to comply with such Regulatory Requirement. The reasonable costs of taking such action action, whether by the Company, any Equity Holder or otherwise, shall be shared equally borne by the Company and the WarrantholderCompany. Such action to be taken may include without limitation the Company's authorization of one or more new classes of capital stock for which the Warrant Warrants may be exercised or the adoption of making such modifications and amendments to the Company Charter Documents, this Agreement, the Warrant Warrants or any other documents and instruments related to or executed in connection herewith or with the Warrant as may be deemed reasonably necessary by such Equity Holder, but shall not include the Warrantholderredemption or repurchase of any securities for cash until all Senior Indebtedness is paid in full in cash and all commitments to extend credit under the Senior Credit Agreement are terminated. The Warrantholder Such Equity Holder shall give written notice to the Company of any such determination and the action or actions necessary to comply with such Regulatory Requirement, which notice and determination shall be conclusive absent manifest error, and the Company shall take all commercially reasonable steps necessary to comply with such determination as expeditiously as possible.. * * *