Common use of Regulatory Sale or Disposition Clause in Contracts

Regulatory Sale or Disposition. Anything herein or in the Shareholders Agreement to the contrary notwithstanding, in the event that any Holder or any of the Holders' Affiliates shall deliver to the Company an opinion of counsel to such Holder or such Affiliate, as the case may be, to the effect that if such Holder or such Affiliate, as the case may be, shall continue to hold some or all of the Warrants or its Warrant Shares or any other securities of the Company held by it, there is a material risk that such ownership will result in the violation of any statute, regulation or rule of any governmental authority (including, without limitation, Regulation Y), such Holder or such Affiliate, as the case may be, may sell or otherwise dispose of its Warrants or Warrant Shares, as the case may be, in as prompt and orderly a manner as is reasonably necessary. The Company shall cooperate with such Holder or such Affiliate, as the case may be, in disposing of its Warrants or Warrant Shares, and (without limiting the foregoing) at the request of such Holder or such Affiliate, as the case may be, the Company shall provide (and authorize such Holder or such Affiliate, as the case may be, to provide) financial and other information concerning the Company to any prospective purchaser of the Warrants or Warrant Shares owned by such Holder or such Affiliate, as the case may be, subject to appropriate confidentiality arrangements satisfactory to the Company. The provisions of this Section 5.6 shall inure solely to the benefit of the Holders and their Affiliates which are subject to the provisions of the Bank Holding Company Act of 1956, as amended (including Regulation Y promulgated thereunder). Any sale or transfer of any Warrants or Warrant Interest pursuant to this Section 5.6 shall be subject to the other provisions of this Section 5.

Regulatory Sale or Disposition. Anything herein or in the Shareholders Agreement to the contrary notwithstanding, in the event that any Holder Stockholder or any of the Holders' its Affiliates shall deliver to the Company an opinion of counsel to such Holder Stockholder or such Affiliate, as the case may be, to the effect that if such Holder Stockholder or such Affiliate, as the case may be, shall continue to hold some or all of the Warrants or its Warrant Shares or any other securities of the Company held by it, there is a material risk that such ownership will result in the violation of any statute, regulation or rule of any governmental authority (including, without limitation, Regulation Y), such Holder Stockholder or such Affiliate, as the case may be, may sell sell, exchange or otherwise dispose of its Warrants or Warrant Shares, as the case may be, in as prompt and orderly a manner as is reasonably necessary. The Company shall cooperate with such Holder Stockholder or such Affiliate, Affiliate as the case may be, in (i) disposing of its Warrants Shares or Warrant (ii) to the extent the parties to this Amendment have the power to so provide, exchanging all or any portion of its voting Shares on a share-for-share basis for shares of a non-voting security of the Company (such non-voting security shall, to the extent the parties to this Amendment have the power to so provide, be identical in all respects to such voting Shares, except that they shall be non-voting and (without shall be convertible or exercisable into voting securities on such conditions as are requested by such Stockholder in light of the regulatory considerations prevailing). Without limiting the foregoing) forgoing, at the request of such Holder Stockholder or such Affiliate, as the case may be, the Company shall provide (and authorize such Holder Stockholder or such Affiliate, as the case may be, to provide) financial and other information concerning the Company to any prospective purchaser of the Warrants or Warrant Shares owned by such Holder Stockholder or such Affiliate, as the case may be, subject to appropriate confidentiality arrangements satisfactory and shall, to the extent the parties to this Amendment have the power to so provide, amend this Agreement, the articles of incorporation of the Company, the bylaws of the Company, and any related agreements and instruments and shall take such additional actions, to the extent the parties to this Amendment have the power to so provide, in order to effectuate and reflect the foregoing. The provisions of this Section 5.6 7.14 shall inure solely to the benefit of the Holders and their Affiliates which are subject to the provisions of the Bank Holding Company Act of 1956, as amended (including Regulation Y promulgated thereunder). Any sale or transfer of any Warrants or Warrant Interest pursuant to this Section 5.6 shall be subject to the other provisions of this Section 5.the

Regulatory Sale or Disposition. Anything herein or in the Shareholders Agreement to the contrary notwithstanding, in the event that any Holder the Purchaser or any of the Holders' its Affiliates shall deliver to determine that if the Company an opinion of counsel to such Holder Purchaser or such Affiliate, as the case may be, to the effect that if such Holder or such Affiliate, as the case may be, shall continue to hold some or all of the Warrants or its Warrant Shares Securities or any other securities of the Company held by it, there is a material risk that such ownership will result in the violation of any statute, regulation or rule of any governmental authority (including, without limitation, Regulation Y)) or the cost of continuing to hold such securities has, in the reasonable judgment of such Holder Purchaser, significantly increased, the Purchaser or such Affiliate, as the case may besell, may sell exchange or otherwise dispose of its Warrants such securities or Warrant Shares, as the case may beother securities, in as prompt and orderly a manner as is reasonably necessary. The In connection with the preceding sentence, the Company shall cooperate with such Holder the Purchaser or such Affiliate, as the case may be, Affiliate in (i) disposing of its Warrants such securities to a third party or Warrant Shares(ii) exchanging all or any portion of such voting Securities on a share-for-share basis for a non-voting security of the Company (such non-voting security to be identical in all respects to such voting Securities, except that they shall be non-voting and (without shall be convertible or exercisable into voting securities on such conditions as are requested by the Purchaser in light of the regulatory considerations prevailing). Without limiting the foregoing) forgoing, at the request of such Holder the Purchaser or such Affiliate, as the case may be, the Company shall provide (and authorize such Holder the Purchaser or such Affiliate, as the case may be, to provide) financial and other information concerning the Company to any prospective purchaser of the Warrants or Warrant Shares such securities owned by such Holder the Purchaser or such Affiliate, as and shall amend this Agreement, the case may becertificate of incorporation of the Company, subject the bylaws of the Company, and any related agreements and instruments and shall take such additional actions in order to appropriate effectuate and reflect the foregoing. The Company shall not be required to provide any such information unless the recipient thereof signs a confidentiality arrangements agreement reasonably satisfactory to the Company. The provisions of this Section 5.6 shall inure solely to the benefit of the Holders and their Affiliates which are subject to the provisions of the Bank Holding Company Act of 1956, as amended (including Regulation Y promulgated thereunder). Any sale or transfer of any Warrants or Warrant Interest pursuant to this Section 5.6 shall be subject to the other provisions of this Section 5.