Common use of Regulatory Violation Clause in Contracts

Regulatory Violation. (1) Upon the occurrence of a Regulatory Violation (as defined below), in addition to any other rights and remedies to which it may be entitled (whether under this Agreement or any other agreement, the Articles of Incorporation or otherwise), such SBIC Holder shall have the right, to the extent required under Section 107.760(b) of the SBIC Regulations, to demand the immediate repurchase of all of the outstanding Securities owned by such SBIC Holder at a price equal to, with respect to the Notes, the aggregate unpaid principal amount (plus all accrued and unpaid interest thereon), with respect to the Series A Preferred, the aggregate liquidation preference thereon (plus all accrued and unpaid dividends thereon, whether or not declared) and with respect to the Warrants and the Warrant Stock, the purchase price paid by such SBIC Holder for such Warrants and Warrant Stock, by delivering written notice of such demand to the Company. The Company shall pay the purchase price for such Securities by a cashier's or certified check or by wire transfer of immediately available funds to such SBIC Holder within 30 days after the Company's receipt of the demand notice, and, upon such payment, such SBIC Holder shall deliver the certificates evidencing the Securities being repurchased duly endorsed for transfer or accompanied by duly executed forms of assignment. (2) In addition to the foregoing, upon the occurrence of a Regulatory Violation of the type described in clause (iii) of the definition thereof, the SBIC Holder shall have the right to transfer all (or any portion of) the outstanding Equity Interests owned by such SBIC Holder to a transferee without regard to any restriction on transfer set forth in this Agreement or any other agreement executed pursuant to this Agreement or in the Stockholders Agreement or any other agreements delivered pursuant hereto or thereto (provided that the transferee agrees to become a party to this Agreement, the Stockholders Agreement and the Registration Agreement), and the Company shall take all such actions as are reasonably requested by the SBIC Holder in order to (i) effectuate and facilitate any transfer by the SBIC Holder of any Equity Interests then held by the SBIC Holder to any Person designated by the SBIC Holder, (ii) permit the SBIC Holder (or any of its Affiliates) to exchange all or any portion of any Equity Interests that are voting securities then held by it on a share-for-share basis for shares of a nonvoting security of the Company, which nonvoting security shall be identical in all respects to the voting security exchanged for it, except that it shall be nonvoting and shall be convertible into a voting security on such terms as are requested by the SBIC Holder in light of regulatory considerations then prevailing, (iii) continue and preserve the respective allocations of the voting interests with respect to the Company arising out of the SBIC's ownership of voting securities and provided in the Stockholders Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by the SBIC Holder to permit any Person(s) designated by the SBIC Holder to exercise any voting power which is relinquished by the SBIC Holder) and (iv) amend this Agreement, the Articles of Incorporation, the Bylaws and related agreements and instruments to effectuate and reflect the foregoing. The Company will obtain the written agreement of each of its stockholders to vote their shares of Company voting stock in favor of such amendments and actions. (3) For purposes of this Agreement, "REGULATORY VIOLATION" means (i) a diversion of the proceeds of such Financing from the reported use thereof on the use of proceeds statement delivered by the Company, (ii) a change in the "business activity" of the Company and its Subsidiaries as described in Section 107.760(b) of the SBIC Regulations, such that the Company and its Subsidiaries become "ineligible for financing" as such term is used in Section 107.720 of the SBIC Regulations, if such change occurs within one year after the date of the initial Financing hereunder, or (iii) any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency that the SBIC Holder is not entitled to hold, or exercise any significant right with respect to, the Notes, the Warrants, Series A Preferred or the Warrant Stock; and "FINANCING" shall have the meaning set forth in Section 107.50 of the SBIC Regulations.

Regulatory Violation. (1) Upon the occurrence of a Regulatory Violation (as defined below)or if any SBIC Holder determines in its good faith judgment that a Regulatory Violation has occurred, in addition to any other rights and remedies to which it may be entitled as a holder of the Securities, any notes issued in exchange for any Securities or any other Equity Interests of the Issuers (whether under this Agreement or the Investment Documents, any other agreement, the Articles of Incorporation Issuer’s Governing Documents or otherwise), such each SBIC Holder shall have the right, right to the extent required under Section 107.760(bthe SBIC Regulations to demand, upon 30 days prior written notice to the Issuers (during which 30-day time period Issuers may attempt to cure the applicable Regulatory Violation), the immediate purchase of all (or any portion) of the SBIC Regulationsoutstanding Securities, to demand the immediate repurchase notes issued in exchange for any Securities any other Equity Interests of all of the outstanding Securities any Issuer owned by such SBIC Holder at a price equal to, with respect to the Notespurchase price paid, the aggregate unpaid principal amount (directly or indirectly, for such Securities, notes issued in exchange for any Securities, and any other Equity Interests of any Issuer, plus all accrued interest on the Notes and unpaid interest thereon), with respect to any notes issued in exchange for the Series A Preferred, the aggregate liquidation preference thereon (plus all accrued and unpaid dividends thereon, whether or not declared) and with respect to the Warrants and the Warrant Stock, the purchase price paid by such SBIC Holder for such Warrants and Warrant StockSecurities, by delivering written notice of such demand to the CompanyIssuer. The Company Each such Issuer shall be obligated to pay the purchase price for such Securities these items by a cashier's ’s or certified check or by wire transfer of immediately available funds to such each SBIC Holder demanding purchase within 30 days after the Company's any Issuer’s receipt of the demand notice, and, and upon such payment, each such SBIC Holder shall deliver the certificates evidencing the Securities being repurchased items to be purchased duly endorsed for transfer or accompanied by duly executed forms of assignment. (2) In addition to the foregoing, upon the occurrence of a Regulatory Violation of the type described in clause (iii) of the definition thereof, the SBIC Holder shall have the right to transfer all (or any portion of) the outstanding Equity Interests owned by such SBIC Holder to a transferee without regard to any restriction on transfer set forth in this Agreement or any other agreement executed pursuant to this Agreement or in the Stockholders Agreement or any other agreements delivered pursuant hereto or thereto (provided that the transferee agrees to become a party to this Agreement, the Stockholders Agreement and the Registration Agreement), and the Company shall take all such actions as are reasonably requested by the SBIC Holder in order to (i) effectuate and facilitate any transfer by the SBIC Holder of any Equity Interests then held by the SBIC Holder to any Person designated by the SBIC Holder, (ii) permit the SBIC Holder (or any of its Affiliates) to exchange all or any portion of any Equity Interests that are voting securities then held by it on a share-for-share basis for shares of a nonvoting security of the Company, which nonvoting security shall be identical in all respects to the voting security exchanged for it, except that it shall be nonvoting and shall be convertible into a voting security on such terms as are requested by the SBIC Holder in light of regulatory considerations then prevailing, (iii) continue and preserve the respective allocations of the voting interests with respect to the Company arising out of the SBIC's ownership of voting securities and provided in the Stockholders Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by the SBIC Holder to permit any Person(s) designated by the SBIC Holder to exercise any voting power which is relinquished by the SBIC Holder) and (iv) amend this Agreement, the Articles of Incorporation, the Bylaws and related agreements and instruments to effectuate and reflect the foregoing. The Company will obtain the written agreement of each of its stockholders to vote their shares of Company voting stock in favor of such amendments and actions. (3) For purposes of this Agreement, "REGULATORY VIOLATION" means (i) a diversion of the proceeds of such Financing from the reported use thereof on the use of proceeds statement delivered by the Company, (ii) a change in the "business activity" of the Company and its Subsidiaries as described in Section 107.760(b) of the SBIC Regulations, such that the Company and its Subsidiaries become "ineligible for financing" as such term is used in Section 107.720 of the SBIC Regulations, if such change occurs within one year after the date of the initial Financing hereunder, or (iii) any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency that the SBIC Holder is not entitled to hold, or exercise any significant right with respect to, the Notes, the Warrants, Series A Preferred or the Warrant Stock; and "FINANCING" shall have the meaning set forth in Section 107.50 of the SBIC Regulations.

Regulatory Violation. (1) Upon the occurrence of a Regulatory Violation (as defined below)or if any SBIC Holder determines in its good faith judgment that a Regulatory Violation has occurred, in addition to any other rights and remedies to which it may be entitled as a holder of the Securities, any Put Notes or any other Equity Interests of any Issuer Party (whether under this Agreement or the Investment Documents, any other agreement, the Articles of Incorporation Issuer Party’s Governing Documents or otherwise), such each SBIC Holder shall have the right, right to the extent required under Section 107.760(bthe SBIC Regulations to demand, upon thirty (30) days prior written notice to such Issuer Party, the immediate purchase of all (or any portion) of the SBIC Regulationsoutstanding Securities, to demand the immediate repurchase Put Notes or any other Equity Interests of all of the outstanding Securities Precision owned by such SBIC Holder at a price equal to, with respect to the purchase price paid, directly or indirectly, for such Securities, Put Notes, the aggregate unpaid principal amount (and any other Equity Interests of Precision, plus all accrued interest on the Notes and unpaid interest thereon), with respect to the Series A Preferred, the aggregate liquidation preference thereon (plus all accrued and unpaid dividends thereon, whether or not declared) and with respect to the Warrants and the Warrant Stock, the purchase price paid by such SBIC Holder for such Warrants and Warrant Stockany Put Notes, by delivering written notice of such demand to the Companyapplicable Issuer Parties. The Company applicable Issuer Parties shall be obligated to pay the purchase price for such Securities these items by a cashier's ’s or certified check or by wire transfer of immediately available funds to such each SBIC Holder demanding purchase within 30 thirty (30) days after the Company's such Issuer Party’s receipt of the demand notice, and, and upon such payment, each such SBIC Holder shall deliver the certificates evidencing the Securities being repurchased items to be purchased duly endorsed for transfer or accompanied by duly executed forms of assignment. (2) In addition to the foregoing, upon the occurrence of a Regulatory Violation of the type described in clause (iii) of the definition thereof, the SBIC Holder shall have the right to transfer all (or any portion of) the outstanding Equity Interests owned by such SBIC Holder to a transferee without regard to any restriction on transfer set forth in this Agreement or any other agreement executed pursuant to this Agreement or in the Stockholders Agreement or any other agreements delivered pursuant hereto or thereto (provided that the transferee agrees to become a party to this Agreement, the Stockholders Agreement and the Registration Agreement), and the Company shall take all such actions as are reasonably requested by the SBIC Holder in order to (i) effectuate and facilitate any transfer by the SBIC Holder of any Equity Interests then held by the SBIC Holder to any Person designated by the SBIC Holder, (ii) permit the SBIC Holder (or any of its Affiliates) to exchange all or any portion of any Equity Interests that are voting securities then held by it on a share-for-share basis for shares of a nonvoting security of the Company, which nonvoting security shall be identical in all respects to the voting security exchanged for it, except that it shall be nonvoting and shall be convertible into a voting security on such terms as are requested by the SBIC Holder in light of regulatory considerations then prevailing, (iii) continue and preserve the respective allocations of the voting interests with respect to the Company arising out of the SBIC's ownership of voting securities and provided in the Stockholders Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by the SBIC Holder to permit any Person(s) designated by the SBIC Holder to exercise any voting power which is relinquished by the SBIC Holder) and (iv) amend this Agreement, the Articles of Incorporation, the Bylaws and related agreements and instruments to effectuate and reflect the foregoing. The Company will obtain the written agreement of each of its stockholders to vote their shares of Company voting stock in favor of such amendments and actions. (3) For purposes of this Agreement, "REGULATORY VIOLATION" means (i) a diversion of the proceeds of such Financing from the reported use thereof on the use of proceeds statement delivered by the Company, (ii) a change in the "business activity" of the Company and its Subsidiaries as described in Section 107.760(b) of the SBIC Regulations, such that the Company and its Subsidiaries become "ineligible for financing" as such term is used in Section 107.720 of the SBIC Regulations, if such change occurs within one year after the date of the initial Financing hereunder, or (iii) any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency that the SBIC Holder is not entitled to hold, or exercise any significant right with respect to, the Notes, the Warrants, Series A Preferred or the Warrant Stock; and "FINANCING" shall have the meaning set forth in Section 107.50 of the SBIC Regulations.