Regulatory Compliance Cooperation. (a) CIT/VC agrees to use commercially reasonable best efforts to avoid the occurrence of a Regulatory Problem. In the event that CIT/VC determines that it has a Regulatory Problem, the Company agrees to use commercially reasonable efforts to take all such actions as are reasonably requested by CIT/VC in order (A) to effectuate and facilitate any transfer by CIT/VC of any Securities of the Company then held by CIT/VC to any Person designated by CIT/VC (subject, however, to compliance with Section 3 of this Agreement), (B) to permit CIT/VC (or any Affiliate of CIT/VC) to exchange all or any portion of the voting Securities of the Company then held by such Person on a share-for-share basis for shares of a class of non-voting Securities of the Company, which non-voting Securities shall be identical in all respects to such voting Securities, except that such new Securities shall be non-voting and shall be convertible into voting Securities on such terms as are requested by CIT/VC in light of regulatory considerations then prevailing, and (C) to continue and preserve the respective allocation of the voting interests with respect to the Company arising out of CIT/VC's ownership of voting Securities of the Company and/or provided for in this Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested by CIT/VC to permit any Person(s) designated by CIT/VC to exercise any voting power which is relinquished by CIT/VC upon any exchange of voting Securities for nonvoting Securities of the Company); and the Company shall enter into such additional agreements, adopt such amendments to this Agreement, the Company's Charter and the Company's By-laws and other relevant agreements and taking such additional actions, in each case as are reasonably requested by CIT/VC in order to effectuate the intent of the foregoing. If CIT/VC elects to transfer Securities of the Company to a Regulated Holder in order to avoid a Regulatory Problem, the Company shall enter into such agreements with such Regulated Holder as it may reasonably request in order to assist such Regulated Holder in complying with applicable laws, and regulations to which it is subject. Such agreements may include restrictions on the 39. redemption, repurchase or retirement of Securities of the Company that would result or be reasonably expected to result in such Regulated Holder holding more voting securities or total securities (equity and deb...
Regulatory Compliance Cooperation. So long as CVC or its Affiliates beneficially own any of the Securities, before the Company redeems, purchases or otherwise acquires, directly or indirectly, or converts or takes any action with respect to the voting rights of, any shares of any class of its capital stock or any securities convertible into or exchangeable for any shares of any class of its capital stock, the Company shall give CVC thirty (30) days prior written notice of such pending action. Upon the written request of CVC made within thirty (30) days after its receipt of any such notice, stating that after giving effect to such action CVC would have a Regulatory Problem (as described below), the Company will defer taking such action for such period (not to extend beyond ninety (90) days after CVC's receipt of the Company's original notice) as CVC requests to permit it and its Affiliates to reduce the quantity of Securities held by it and its Affiliates in order to avoid the Regulatory Problem. In addition, the Company will not be a party to any merger, consolidation, recapitalization or other transaction pursuant to which CVC would be required to take any voting securities, or any securities convertible into voting securities, which might reasonably be expected to cause CVC to have a Regulatory Problem. For purposes of this paragraph, a person will be deemed to have a "Regulatory Problem" when such person and such person's Affiliates would own, control or have power over a greater quantity of securities of any kind issued by the Company than are permitted to be owned under any requirement of any governmental authority applicable to such person.
Regulatory Compliance Cooperation. If any SBIC Holder believes that it has a Regulatory Problem, such SBIC Holder shall have the right to transfer its Securities, any notes issued in exchange for any Securities and any other Equity Interests of any Issuer without regard to any restrictions on transfer set forth in the Investment Documents, but otherwise in accordance with applicable securities law (provided that the transferee agrees to become a party to the applicable Investment Documents), and each Issuer shall take all such actions as are reasonably requested by such SBIC Holder in order to (i) effectuate and facilitate any transfer by such SBIC Holder of such items then held by such SBIC Holder to any Person designated by such SBIC Holder, (ii) permit such SBIC Holder (or any of its Affiliates) to exchange all or any portion of the Securities or any other Equity Interests of any Issuer that are voting securities then held by it on a unit-for-unit basis for units of a class of nonvoting equity securities of any Issuer, which nonvoting equity securities shall be identical in all respects to such exchanged equity securities, except that such equity securities shall be nonvoting and (iii) amend this Agreement and the Governing Documents of such Issuer and related agreements and instruments to effectuate and reflect the foregoing.
Regulatory Compliance Cooperation. In the event that St. Cloud believes that it has a Regulatory Problem, St. Cloud shall have the right to transfer the St. Cloud Securities and Underlying Common Stock without regard to any restrictions on transfer set forth in this Agreement or any of the Loan Documents other than the restrictions under applicable securities law, and the Credit Parties shall take all such actions as are reasonably requested by St. Cloud in order to (i) effectuate and facilitate any transfer by St. Cloud of the St. Cloud Securities and Underlying Common Stock then held by St. Cloud to any Person designated by St. Cloud; (ii) permit St. Cloud (or any of its Affiliates) to exchange all or any portion of the Common Stock then held by it on a share-for-share basis for shares of a series of nonvoting stock in Parent, which nonvoting stock shall be identical in all respects to Common Stock, except that such stock shall be nonvoting and shall be convertible into Common Stock on such terms as are requested by St. Cloud in light of regulatory considerations then prevailing; and (iii) amend this Agreement, the Articles of Incorporation and Bylaws of Parent, and related agreements and instruments to effectuate and reflect the foregoing.
Regulatory Compliance Cooperation. (a) If any Investor determines that it has a Regulatory Problem, the Company shall take all such actions as are reasonably requested by such Investor (a “Requesting Investor”) in order to (i) effectuate and facilitate any transfer by such Investor of any securities of the Company then held by such Investor, (ii) permit such Investor (or any Affiliate of such Investor) to exchange all or any portion of the voting equity then held by such Investor on a share-for-share basis for shares of a class of nonvoting equity of the Company, which nonvoting equity shall be identical in all respects to such voting equity, except that such nonvoting equity shall be convertible into voting equity on such terms as are requested by such Investor in light of regulatory considerations then prevailing, and (iii) amend this Agreement, the Certificate of Incorporation and other related agreements to effectuate and reflect the foregoing. Such actions may include:
Regulatory Compliance Cooperation. (a) Before the Company redeems, purchases or otherwise acquires, directly or indirectly, or converts or takes any action with respect to the voting rights of, any shares of any class of its capital stock or any securities convertible, exchangeable or exercisable for or into any shares of any class of its capital stock, the Company will give written notice of such pending action to the 399 Stockholders. Upon the written request of any 399 Stockholder made within 20 days after its receipt of any such notice, stating that after giving effect to such action such 399 Stockholder would have a Regulatory Problem (as defined below), the Company will defer taking such action for such period (not to extend beyond 45 days after such 399 Stockholder's receipt of the Company's original notice) as such 399 Stockholder requests to permit it and its Affiliates to reduce the quantity of securities owned by them in order to avoid the Regulatory Problem. In the event the Company or any 399 Stockholder is precluded from taking any action under this Agreement within any allotted period of time as a consequence of this Section, such period of time shall be extended by the number of days during which the Company or such 399 Stockholder is precluded from acting.
Regulatory Compliance Cooperation. In the event that any SBIC Holder reasonably believes that it has a Regulatory Problem, such SBIC Holder shall have the right to transfer its Securities and Underlying Common Stock, without regard to any restrictions on transfer set forth in this Agreement or any of the Transaction Documents other than the restrictions under applicable securities law, and the Company shall at its option, either (a) effectuate and facilitate any transfer by such SBIC Holder of the Securities then held by such SBIC Holder to any Person designated by such SBIC Holder or (b) permit such SBIC Holder (or any or its Affiliates) to exchange all or any portion of the Common Stock then held by it on a share-for-share basis for shares of a class of nonvoting common stock of the Company, which nonvoting common stock shall be identical in all respects to such Common Stock, except that such common stock shall be nonvoting and shall be convertible into Common Stock on such terms as are requested by such SBIC Holder in light of regulatory considerations then prevailing. If necessary to effectuate the actions either in clause (a) or (b) in the foregoing sentence, the Company shall amend this Agreement and shall use reasonable efforts to amend the Certificate of Incorporation and the bylaws of the Company, and related agreements and instruments.
Regulatory Compliance Cooperation. So long as OEP or its Permitted Transferees beneficially own any Securities, before the Company redeems, purchases or otherwise acquires, directly or indirectly, or converts or takes any action with respect to the voting rights of, any shares of any class of its capital stock or any securities convertible into or exchangeable for any shares of any class of its capital stock, or before the Company takes any action which would result in OEP or its Permitted Transferees having a Regulatory Problem (as described below), the Company shall give OEP thirty (30) days prior written notice of such pending action. Upon the written request of OEP made within thirty (30) days after its receipt of any such notice, stating that after giving effect to such action OEP would have a Regulatory Problem, the Company will defer taking such action for such period (not to extend beyond ninety (90) days after OEP's receipt of the Company's original notice) as OEP requests to permit it and its Permitted Transferees to reduce the quantity of Securities held by it and its Permitted Transferees, or to take such other necessary actions, in order to avoid the Regulatory Problem. In addition, the Company will not be party to any merger, consolidation, recapitalization or other transaction pursuant to which OEP would be required to take any voting securities or securities convertible into voting securities, which might reasonably be expected to cause OEP to have a Regulatory Problem. For purposes of this Section, a person will be deemed to have a "REGULATORY PROBLEM" when such person and such person's Permitted Transferees (i) would own, control or have power over a greater quantity of securities of any kind issued by the Company than are permitted to be owned under any requirement of any governmental authority applicable to such person or (ii) would have been caused to be or could be in violation of any provision of law applicable to such person.
Regulatory Compliance Cooperation. If, at any time, a Regulated Shareholder notifies the Company that it has or would have a Regulatory Problem, the Company agrees to use its reasonable best efforts to accommodate any reasonable request of such Regulated Shareholder which may assist in eliminating such Regulatory Problem, including, but not limited to, the authorization and issuance to such Regulated Shareholder of shares of a class of non-voting stock.
Regulatory Compliance Cooperation. In the event that Lead Lender believes that it has a Regulatory Problem, Lead Lender shall have the right to transfer its Securities without regard to any restrictions on transfer set forth in this Agreement or any of the Loan Documents other than the restrictions under applicable securities law, and Viking shall take all such actions as are reasonably requested by Lead Lender in order to effectuate and facilitate any transfer by Lead Lender of the Securities then held by Lead Lender to any Person designated by Lead Lender.
