Common use of Regulatory Compliance Cooperation Clause in Contracts

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. If any (a) In the event that the SBIC Holder believes determines 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 Problem (provided that the transferee agrees to become a party to the applicable Investment Documentsas defined below), and each Issuer the Company shall take all such actions as are reasonably requested by such the SBIC Holder in order to (ia) effectuate and facilitate any transfer by such the SBIC Holder of such items any securities of the Company then held by such SBIC Holder to any Person designated by such the SBIC Holder, (iib) permit such the SBIC Holder (or any Affiliate of its Affiliatesthe SBIC Holder) to exchange all or any portion of the Securities or any other Equity Interests of any Issuer that are voting securities Series B Preferred Stock then held by it the SBIC Holder on a unitshare-for-unit share basis for units shares of a class of nonvoting equity securities non-voting common stock of any Issuerthe Company, which nonvoting equity securities non-voting common stock shall be identical in all respects to such exchanged equity securitiesSeries B Preferred Stock, except that such equity securities common stock shall be nonvoting non-voting and shall be convertible into Common Stock on such terms as are requested by the SBIC Holder in light of regulatory considerations then prevailing, (c) continue and preserve the respective allocation of the voting interests with respect to the Company provided for in the Amended Articles with respect to the SBIC Holder's ownership of the Company's Series B Preferred Stock and underlying Common Stock, and (iiid) amend this Agreement Agreement, the Amended Articles and the Governing Documents of such Issuer and other related agreements and instruments to effectuate and reflect the foregoing.. Such actions may include, but shall not necessarily be limited to:

Regulatory Compliance Cooperation. If any SBIC Holder believes In the event that BankAmerica Ventures determines that it has a Regulatory ProblemProblem (as defined below), such SBIC Holder it shall have the right to transfer its Securities, any notes issued in exchange for any Registrable Securities and any other Equity Interests of any Issuer without regard to any restrictions on transfer set forth in this Agreement or the Investment Documents, but otherwise in accordance with applicable securities law Purchase Agreement (provided that the transferee agrees to become a party to the applicable Investment Documentseach such agreement), and each Issuer the Company shall take all such actions as are reasonably requested by such SBIC Holder BankAmerica Ventures in order to (i) effectuate and facilitate any transfer by such SBIC Holder it of such items any securities of the Company then held by such SBIC Holder it to any Person person designated by such SBIC HolderBankAmerica Ventures, (ii) permit such SBIC Holder BankAmerica Ventures (or any of its Affiliatesaffiliates) to exchange all or any portion of the Securities or any other Equity Interests of any Issuer that are voting securities security then held by it on a unitshare-for-unit share basis for units shares of a class nonvoting security of nonvoting equity securities of any Issuerthe Company, which nonvoting equity securities security shall be identical in all respects to such the voting security exchanged equity securitiesfor it, except that such equity securities it shall be nonvoting and shall be convertible into a voting security on such terms as are requested by it in light of regulatory considerations then prevailing, and (iii) amend this Agreement and the Governing Documents of such Issuer and related agreements and instruments Agreement, as amended from time to time, to effectuate and reflect the foregoing. The parties to this Agreement agree to vote all of the Company's securities held by them in favor of such amendments and actions. For purposes of this Agreement, a "Regulatory Problem" means any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency that BankAmerica Ventures is not entitled to hold, or exercise any significant right with respect to, the underlying securities into which the Shares are convertible or the Warrants are exercisable.

Regulatory Compliance Cooperation. (a) If any SBIC a Regulated Holder believes (as defined below) determines 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 Company and any the 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 Stockholders will (provided that the transferee agrees to become a party to the applicable Investment Documents), and each Issuer shall i) take all such actions to avoid or cure such Regulatory Problem as are reasonably requested by such SBIC Regulated Holder in order (A) to (i) effectuate and facilitate any transfer a Transfer by such SBIC Regulated Holder of such items any securities of the Company then held by such SBIC Regulated Holder to any Person designated by such SBIC Regulated Holder, (iiB) to permit such SBIC Regulated Holder (or any Affiliate of its Affiliatessuch Regulated Holder) to exchange all or any portion of the Voting Securities or any other Equity Interests of any Issuer that are voting securities the Company then held by it such Person on a unitshare-for-unit share basis for units shares of a class of nonvoting equity securities Securities of any Issuerthe Company, which nonvoting equity securities Securities shall be identical in all respects to such exchanged equity securitiesVoting Securities, except that such equity securities nonvoting Securities shall be nonvoting and shall be convertible into Voting Securities of the Company on such terms as are requested by such Regulated Holder in light of regulatory considerations then prevailing, and (iiiC) amend to preserve and continue the respective allocation of the voting interests and powers with respect to the Company arising out of such Regulated Holder's ownership of Voting Securities of the Company and as provided in this Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are reasonably requested by such Regulated Holder to permit a Person designated by such Regulated Holder to exercise voting power relinquished by such Regulated Holder upon any exchange of Voting Securities of the Governing Documents of such Issuer and related agreements and instruments to effectuate and reflect the foregoing.Company for nonvoting 11

Regulatory Compliance Cooperation. If In the event that any SBIC Holder believes Investor determines that it has a Regulatory ProblemProblem (as defined below), such SBIC Holder it shall have the right to transfer its Securitiesshares of Series B Preferred Stock in compliance with applicable state and federal securities laws, any notes issued in exchange for any Securities and any other Equity Interests of any Issuer but without regard to any other restrictions on transfer set forth in the Investment DocumentsAgreements, but otherwise as such term is defined in accordance with applicable securities law the Purchase Agreement (provided that the transferee agrees to become a party to the applicable Investment Documentseach such agreement), and each Issuer the Company shall take all such actions as are reasonably requested by such SBIC Holder Investor in order to (i) effectuate and facilitate any transfer by such SBIC Holder it of such items any securities of the Company then held by such SBIC Holder it to any Person person designated by such SBIC HolderInvestor with the consent of the Company, which consent shall not be unreasonably withheld, (ii) permit such SBIC Holder Investor (or any of its Affiliatesaffiliates) to exchange all or any portion of the Securities or any other Equity Interests of any Issuer that are voting securities security then held by it on a unitshare-for-unit share basis for units shares of a class nonvoting security of nonvoting equity securities of any Issuerthe Company, which nonvoting equity securities security shall be identical in all respects to such the voting security exchanged equity securitiesfor it, except that such equity securities it shall be nonvoting and shall be convertible into a voting security on such terms as are requested by it in light of regulatory considerations then prevailing, provided that such voting security shall not have terms superior to the stock originally exchanged, and (iii) take all necessary actions as are required to amend this Agreement and the Governing Documents of such Issuer and related agreements and instruments Agreement, as amended from time to time, to effectuate and reflect the foregoing. For purposes of this Agreement, a "Regulatory Problem" means any set of facts or circumstances wherein it has been asserted by any governmental regulatory agency that an SBIC Investor is not entitled to hold, or exercise any significant right with respect to, the underlying securities into which the Series B Preferred is convertible.

Regulatory Compliance Cooperation. If (i) In the event that any SBIC Holder believes determines that it has a Regulatory ProblemProblem (as defined below), 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 Series B Preferred Stock without regard to any restrictions on transfer set forth in this Agreement or the Investment Documents, but otherwise in accordance with applicable Stockholders Agreement other than the securities law restrictions set forth in Section 5 hereof (provided that the transferee agrees to become a party to the applicable Investment Documentsthis Agreement), and each Issuer the Company shall take all such actions as are reasonably requested by such SBIC Holder in order to (ia) effectuate and facilitate any transfer by such SBIC Holder of such items any securities of the Company then held by such SBIC Holder to any Person designated by such SBIC Holder, (iib) permit such SBIC Holder (or any of its AffiliatesAffiliate) to exchange all or any portion of the Securities or any other Equity Interests of any Issuer that are voting securities Common Stock then held by it on a unitshare-for-unit share basis for units shares of a class of nonvoting equity securities common stock of any Issuerthe Company, which nonvoting equity securities common stock shall be identical in all respects to such exchanged equity securitiesCommon Stock, except that such equity securities 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, (iiic) continue and preserve the respective allocation of the voting interests with respect to the Company arising out of the SBIC's ownership of voting securities and/or provided for in the Stockholders Agreement before the transfers and amendments referred to above (including entering into such additional agreements as are requested such SBIC Holder to permit any Person(s) designated by such SBIC Holder to exercise any voting power which is relinquished by such SBIC Holder and (d) amend this Agreement Agreement, the Certificate of Incorporation, the Charter Amendment and the Governing Documents of such Issuer and other related agreements and instruments to effectuate and reflect the foregoing. The parties to this Agreement agree to vote their securities in favor of such amendments and actions.

Regulatory Compliance Cooperation. If any In the event that the SBIC Holder believes determines that it has a Regulatory Problem, such the 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 the SG Shares without regard to any restrictions restriction on transfer set forth in this Agreement other than the Investment Documents, but otherwise in accordance with applicable securities law laws restrictions (provided that the transferee agrees to become a party to this Agreement) and the applicable Investment Documents), Company and each Issuer the KCI Shareholders shall take all such actions as are reasonably requested by such the SBIC Holder in order to (ia) effectuate and facilitate any transfer by such the SBIC Holder of such items then held by such SBIC Holder the SG Shares to any Person designated by such the SBIC Holder, (iib) permit such the 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 SG Shares on a unitshare-for-unit share basis for units shares of a class nonvoting security of nonvoting equity securities of any Issuerthe Company, which nonvoting equity securities security shall be identical in all respects to such the SG Shares exchanged equity securitiesfor it, except that such equity securities it shall be nonvoting and shall be convertible into the SG Shares exchanged for it on such terms as are requested by the SBIC Holder in light of regulatory considerations then prevailing, (iiic) continue and preserve the respective allocations of the voting interests with respect to the Company arising out of the SBIC's ownership of Shares and/or provided in this 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 reasonably acceptable to the Company to exercise any voting power which is relinquished by the SBIC Holder, and (d) amend this Agreement Agreement, and the Governing Documents of such Issuer and other related agreements and instruments to effectuate and reflect the foregoingforgoing.

Regulatory Compliance Cooperation. If In the event that any SBIC Holder believes reasonably determines that it has a Regulatory Problem, to the extent reasonably necessary, such SBIC Holder shall have the right to transfer its Securities, any notes issued in exchange for any Securities Company Stock (and any other Equity Interests shares of any Issuer Common Stock issued upon conversion thereof) to another Person without regard to any restrictions on transfer set forth in and without complying with the Investment Documentsprovisions of Section 4.3, but otherwise in accordance with applicable subject to the other provisions of this Agreement and federal and state securities law (provided that the transferee agrees to become a party to the applicable Investment Documents)restrictions, and each Issuer the Company shall take all such actions as are reasonably requested by such SBIC Holder in order to (i) effectuate and facilitate any such transfer by such SBIC Holder of such items any Company Stock then held by such SBIC Holder to any Person designated by such SBIC HolderPerson, (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 Voting Stock then held by it on a unitshare-for-unit share basis for units shares of a class of nonvoting equity securities non-voting Stock of any Issuerthe Company, which nonvoting equity securities non-voting Stock shall be identical in all respects to such exchanged equity securitiesvoting Stock, except that such equity securities non-voting Stock (or Common Stock, as applicable) shall be nonvoting non-voting and shall be convertible into voting Stock (or Common Stock, as applicable) on such terms as are requested by such SBIC Holder in light of regulatory considerations then prevailing, (iii) continue and preserve the respective allocation of the voting interests with respect to the Company arising out of the SBIC Holder's ownership of voting stock and/or provided for in this Agreement before the transfers and amendments referred to in this Section (including entering into such additional agreements as are reasonably requested by such SBIC Holder to permit any Person(s) designated by such SBIC Holder) to exercise any voting power which is relinquished by such SBIC Holder and (iv) amend this Agreement Agreement, the Certificate, and the Governing Documents of such Issuer and any other related documents, agreements and or instruments to effectuate and reflect the foregoing. The parties to this Agreement agree to vote their Company Stock in favor of such amendments and actions.