Common use of Regulatory Matters Generally Clause in Contracts

Regulatory Matters Generally. (a) In the event that any Investor reasonably determines that it has a Regulatory Problem, the Company agrees to take all such actions as are reasonably requested by the Investor in order (i) to effectuate and facilitate any transfer by the Investor of any equity interests of the Company then held by the Investor to any Person designated by the Investor, (ii) to permit the Investor (or any of its Affiliates) to exchange all or any portion of the voting equity interests then held by such Person on a share-for-share basis for shares of a class of non-voting equity interests of the Company, which non-voting equity interests shall be identical in all respects to such voting equity interests, except that such new equity interests shall be non-voting and shall be convertible into voting equity interests on such terms as are requested by the Investor and reasonably acceptable to the Company in light of regulatory considerations then prevailing, and (iii) to grant the Investor or its designee the reasonable equivalent of any voting rights arising out of the Investor’s ownership of voting equity interests and/or provided for in the By-laws and the Stockholders’ Agreement that were diminished as a result of the transfers and amendments referred to above; provided, that, in the case of clause (i) above, such transferee shall agree to be bound by and subject to the terms of the By-laws and the Stockholders’ Agreement in the same manner as the Investor. If the Investor elects to transfer equity interests of the Company in order to avoid a Regulatory Problem to an Affiliate (subject to limitations on its voting or total ownership interest in the Company), the Company and such Affiliate shall enter into such mutually acceptable agreements as such Affiliate may reasonably request in order to assist such Affiliate in complying with applicable Laws. Such agreements may include restrictions on the redemption, repurchase or retirement of equity interests of the Company that would result or be reasonably expected to result in such Affiliate holding more voting equity interests or total interests (determined by such Affiliate’s ownership of equity and debt of the Company) than it is permitted to hold under such Laws.

Regulatory Matters Generally. (a) In the event that any Investor reasonably If a Regulated Shareholder determines that it has a Regulatory Problem, the Company agrees to take all such actions actions, subject to Applicable Law, as are reasonably requested by the Investor in order such Regulated Shareholder (i) to effectuate and facilitate any transfer by the Investor such Regulated Shareholder of any equity interests Securities of the Company then held by the Investor such Regulated Shareholder to any Person designated by such Regulated Shareholder (in which event such Regulated Shareholder shall have no obligation to comply with the Investorprovisions of Section 2 hereof), (ii) to permit the Investor such Regulated Shareholder (or any Affiliate of its Affiliatessuch Regulated Shareholder) to exchange all or any portion of the voting equity interests Securities then held by such Person on a share-for-share basis for shares of a class of non-voting equity interests Securities of the Company, which non-voting equity interests Securities shall be identical in all respects to such voting equity interestsSecurities, except that such new equity interests Securities shall be non-voting and shall be convertible into voting equity interests Securities on such terms as are requested by the Investor and reasonably acceptable to the Company such Regulated Shareholder in light of regulatory considerations then prevailing, and (iii) to grant continue and preserve the Investor or its designee the reasonable equivalent of any voting rights arising out respective allocation of the Investor’s ownership of voting equity interests and/or with respect to the Company provided for in the BySeries C Preferred Stock Purchase Agreement and all exhibits thereto and with respect to such Regulated Shareholder's ownership of the Company's voting Securities. Such actions may include, without limitation, (a) entering into such additional agreements as are reasonably requested by such Regulated Shareholder to permit any Person(s) designated by such Regulated Shareholder to exercise any voting power which is relinquished by such Regulated Shareholder upon any exchange of voting Securities for non-laws voting Securities of the Company, and (b) entering into such additional agreements, adopting such amendments to the Stockholders’ Agreement that were diminished charter documents of the Company and taking such additional actions as are reasonably requested by such Regulated Shareholder in order to effectuate the intent of the foregoing. If a Regulated Shareholder has the right or opportunity to acquire any of the Company's Securities from the Company, any shareholder or any other Person (as the result of a preemptive offer, pro rata offer or otherwise), at such Regulated Shareholder's request the transfers Company will offer to sell (or if the Company is not the seller, to cooperate with the seller and amendments referred such Regulated Shareholder to permit such seller to sell) such non-voting Securities on the same terms as would have existed had such Regulated Shareholder acquired the Securities so offered and immediately requested their exchange for non-voting Securities pursuant to clause (2) above; provided. Each Investor agrees to cooperate with the Company in complying with this Section 4.2, thatincluding without limitation, voting to approve amending the Company's Articles of Incorporation in a manner reasonably requested by the Regulated Shareholder requesting such amendment. The Company agrees not to amend or waive the voting or other provisions of this Agreement or the Company's Articles of Incorporation if such amendment or waiver would cause any Regulated Shareholder to have a Regulatory Problem, provided that any such Regulated Shareholder notifies the Company that it would have a Regulatory Problem promptly after it has notice of such amendment or waiver. If the exercise by a Regulated Shareholder of any right hereunder shall, in the case reasonable judgment of clause (i) abovesuch Regulated Shareholder, cause a Regulatory Problem, such transferee shall agree to be bound by and subject Regulatory Shareholder may, upon notice to the terms of the By-laws and the Stockholders’ Agreement in the same manner as the Investor. If the Investor elects to transfer equity interests of the Company in order to avoid a Regulatory Problem to an Affiliate (subject to limitations on its voting or total ownership interest in the Company), the Company and relinquish such Affiliate shall enter into such mutually acceptable agreements as such Affiliate may reasonably request in order to assist such Affiliate in complying with applicable Laws. Such agreements may include restrictions on the redemption, repurchase or retirement of equity interests of the Company that would result or be reasonably expected to result in such Affiliate holding more voting equity interests or total interests (determined by such Affiliate’s ownership of equity and debt of the Company) than it is permitted to hold under such Lawsright at any time.