Common use of Regulatory Compliance Cooperation Clause in Contracts

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. 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. So long as CVC 399 Venture 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) 399 Venture at least 30 days prior written notice of such pending action. Upon the written request of CVC 399 Venture made within thirty (30) 20 days after its receipt of any such notice, stating that after giving effect to such action CVC 399 Venture would have a Regulatory Problem (as described below), the Company will defer taking such action for such period (not to extend beyond ninety (90) 90 days after CVC399 Venture's receipt of the Company's original notice) as CVC 399 Venture 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 399 Venture would be required to take any voting securities, or any securities convertible into voting securities, which might would reasonably be expected to cause CVC 399 Venture to have a Regulatory Problem. For purposes of this paragraph, a person Person will be deemed to have a "Regulatory Problem" when such person Person and such person's Affiliates would own, control or have power over (or such Person believes that there is a substantial risk of an assertion that such Person and such Person's Affiliates own, control or have power over) a greater quantity of securities of any kind issued by the Company than are permitted to be owned by such Person under any requirement of any governmental authority applicable to such personPerson.

Regulatory Compliance Cooperation. So long as CVC Vectura 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) Vectura 30 days prior written notice of such pending action. Upon the written request of CVC Vectura made within thirty (30) 30 days after its receipt of any such notice, stating that after giving effect to such action CVC Vectura would have a Regulatory Problem (as described below), the Company will defer taking such action for such period (not to extend beyond ninety (90) 90 days after CVCVectura's receipt of the Company's original notice) as CVC Vectura 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 Vectura would be required to take any voting securities, or any securities convertible into voting securities, which might reasonably be expected to cause CVC Vectura to have a Regulatory Problem. For purposes of this paragraph, a person Person will be deemed to have a "Regulatory Problem" when such person Person and such person's ------------------ Affiliates would own, control or have power over (or believes that there is a substantial risk of an assertion that such Person owns, controls or has power over) a greater quantity of securities of any kind issued by the Company than are permitted to be owned by such Person under any requirement of any governmental authority applicable to such personPerson.

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, 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. (a) So long as CVC Sterling 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 Sterling thirty (30) days prior written notice of such pending action. Upon the written request of CVC Sterling made within thirty (30) days after its receipt of any such notice, stating that after giving effect to such action CVC Sterling 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 CVCSterling's receipt of the Company's original notice) as CVC Sterling reasonably 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 Sterling would be required to take any voting securities, or any securities convertible into voting securities, which might reasonably be expected to cause CVC Sterling to have a Regulatory Problem. For purposes of this paragraph, a person Person will be deemed to have a "Regulatory Problem" when such person Person and such personPerson's Affiliates associates, as that term is defined under the regulations of the Small Business Administration, 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 personPerson.

Regulatory Compliance Cooperation. So long as CVC or its Affiliates beneficially own any of the Securities, before 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 stockstock (other than a conversion of the Note or an exercise of the Warrant), the Company shall give CVC thirty (30) days prior written notice of such pending actionaction to the Purchaser. Upon the written request of CVC the Purchaser made within thirty (30) 10 days after its receipt of any such notice, notice stating that after giving effect to such action CVC the Purchaser would have a Regulatory Problem (as described below)Problem, the Company will shall defer taking such action for such period (not to extend beyond ninety (90) 45 days after CVCthe Purchaser's receipt of the Company's original notice) as CVC such Purchaser requests to permit it and its Affiliates to reduce the quantity of Securities held by it and its Affiliates the Company's securities they own in order to avoid the Regulatory Problem. In addition, the Company will shall not be a party to any merger, consolidation, recapitalization or other transaction pursuant to which CVC the Purchaser would be required to take any voting securities, or any securities convertible into voting securities, which might reasonably be expected to cause CVC the Purchaser to have a Regulatory Problem. For purposes of this paragraph, a person will Person shall be deemed to have a "Regulatory Problem" when such person Person and such personPerson's Affiliates would own, control or have power over a greater quantity of securities of any kind issued by the Company or any other entity than are permitted to be owned under any requirement of any governmental authority applicable authority. The Company shall grant to any subsequent holder of Restricted Securities, upon such personholder's request, the same rights granted to the Purchaser pursuant to this paragraph.

Regulatory Compliance Cooperation. So long as CVC the Fund or its Affiliates Permitted Transferees 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, or before the Company takes any action which would result in the Fund or its Permitted Transferees having a Regulatory Problem, the Company shall give CVC the Fund thirty (30) days prior written notice of such pending action. Upon the written request of CVC the Fund made within thirty (30) days after its receipt of any such notice, stating that after giving effect to such action CVC the Fund 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 the Fund’s receipt of the Company's ’s original notice) as CVC the Fund requests to permit it and its Affiliates Permitted Transferees to reduce the quantity of Securities held by it and its Affiliates Permitted Transferees, or to take such other necessary actions, 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 the Fund would be required to take any voting securities, or any securities convertible into voting securities, which might reasonably be expected to cause CVC the Fund to have a Regulatory Problem. For purposes of this paragraphSection, a person will be deemed to have a "“Regulatory Problem" ” when such person and such person's Affiliates ’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.