Common use of VCOC Investor Clause in Contracts

VCOC Investor. The Investor and, at the Investor’s request, each Affiliate thereof that directly or indirectly has an interest in the Investor, the Company or the Company Bank, in each case that is intended to qualify as a “venture capital operating company” as defined in the regulations (the “Plan Asset Regulations”) issued by the Department of Labor at Section 2510.3 101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, as the same may be amended from time to time (a “VCOC” and each such person a “VCOC Investor”), will have customary and appropriate VCOC rights (including consultation rights, inspection and access rights, and rights to receive materials for all meetings of the Board of Directors or the board of directors of the Company Bank (as well as committees of each such board), and the right to audited and unaudited financial statements, annual budget and other financial and operations information, including advance notification of and consultation with respect to significant corporate actions) relating to inspection, information and consultation with respect to the Company or the Company Bank; provided that this Section 4.10 shall not entitle the Investor to designate any members of the Board of Directors or of the board of directors of the Company Bank. The Company shall, and shall cause the Company Bank to, consider in good faith the recommendations of any VCOC Investor or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company or the Company Bank, as applicable. In the event the Company or the Company Bank ceases to qualify as an “operating company” (as defined in the first sentence of 2510.3-101(c)(1) of the Plan Asset Regulations) or the investment in the Company or the Company Bank by a VCOC Investor does not qualify as a venture capital investment as defined in the Plan Asset Regulations, then the Company and the Investor will, and the Company will cause the Company Bank to, cooperate in good faith to take all reasonable actions necessary to preserve the VCOC status of each VCOC Investor, it being understood that such reasonable actions shall not require a VCOC Investor to purchase or sell any investments. The Company shall, and shall cause the Company Bank to, enter into an agreement with each VCOC Investor that provides the rights set forth in this Section 4.10, effective as of the Closing. Notwithstanding the foregoing, neither the Company nor the Company Bank shall be obligated to (1) honor a request from a VCOC Investor to visit and inspect any of the offices and properties of the Company and/or the Company Bank and inspect and copy the books and records of the Company and/or the Company Bank more frequently than once per quarter or (2) make appropriate officers and directors of the Company and/or the Company Bank available to a VCOC Investor for consultation with such VCOC Investor or its designated representatives with respect to matters relating to the business and affairs of the Company and the Company Bank more frequently than once per quarter.

VCOC Investor. The Investor and, at the Investor’s 's request, each Affiliate thereof that directly or indirectly has an interest in the Investor, the Company or the Company Bank, in each case that is intended to qualify as a “"venture capital operating company” " as defined in the regulations (the “"Plan Asset Regulations”") issued by the Department of Labor at Section 2510.3 101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, as the same may be amended from time to time (a “"VCOC” " and each such person a “"VCOC Investor”"), will have customary and appropriate VCOC rights (including consultation rights, rights and inspection and access rights, and rights to receive materials for all meetings of the Board of Directors or the board of directors of the Company Bank (as well as committees of each such board), and the right to audited and unaudited financial statements, annual budget and other financial and operations information, including advance notification of and consultation with respect to significant corporate actions) relating to inspection, information and consultation with respect to the Company or the Company Bank; provided that this Section 4.10 shall not entitle the Investor to designate any members of the Board of Directors or of the board of directors of the Company Bank. The Company shall, and shall cause the Company Bank to, consider in good faith the recommendations of any VCOC Investor or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company or the Company Bank, as applicable. In the event the Company or the Company Bank ceases to qualify as an “"operating company” " (as defined in the first sentence of 2510.3-101(c)(1) of the Plan Asset Regulations) or the investment in the Company or the Company Bank by a VCOC Investor does not qualify as a venture capital investment as defined in the Plan Asset Regulations, then the Company and the Investor will, and the Company will cause the Company Bank to, cooperate in good faith to take all reasonable actions necessary to preserve the VCOC status of each VCOC Investor, it being understood that such reasonable actions shall not require a VCOC Investor to purchase or sell any investments. The Company shall, and shall cause the Company Bank to, to enter into an agreement with each VCOC Investor that provides the rights set forth in this Section 4.10, effective as of the Closing. Notwithstanding the foregoing, neither the Company nor the Company Bank shall be obligated to (1) honor a request from a VCOC Investor to visit and inspect any of the offices and properties of the Company and/or the Company Bank and inspect and copy the books and records of the Company and/or the Company Bank more frequently than once per quarter or (2) make appropriate officers and directors of the Company and/or the Company Bank available to a VCOC Investor for consultation with such VCOC Investor or its designated representatives with respect to matters relating to the business and affairs of the Company and the Company Bank more frequently than once per quarter.

VCOC Investor. The Investor and, at the Investor’s request, each Affiliate thereof that directly or indirectly has an interest in the Investor, the Company or the Company Bank, in each case that is intended to qualify as a “venture capital operating company” as defined in the regulations (the “Plan Asset Regulations”) issued by the Department of Labor at Section 2510.3 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, as the same may be amended from time to time (a “VCOC” and each such person a “VCOC Investor”), will have customary and appropriate VCOC rights (including consultation rights, inspection and access rights, and rights to receive materials for all meetings of the Board of Directors or the board of directors of the Company Bank (as well as committees of each such board), and the right to audited and unaudited financial statements, annual budget and other financial and operations information, including advance notification of and consultation with respect to significant corporate actions) relating to inspection, information and consultation with respect to the Company or the Company Bank; provided that this Section 4.10 shall not entitle the Investor to designate any members of the Board of Directors or of the board of directors of the Company Bank. The Company shall, and shall cause the Company Bank to, consider in good faith the recommendations of any VCOC Investor or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company or the Company Bank, as applicable. In the event the Company or the Company Bank ceases to qualify as an “operating company” (as defined in the first sentence of 2510.3-101(c)(1) of the Plan Asset Regulations) or the investment in the Company or the Company Bank by a VCOC Investor does not qualify as a venture capital investment as defined in the Plan Asset Regulations, then the Company, the Company Bank and the Investor will, and the Company will cause the Company Bank to, cooperate in good faith to take all reasonable actions necessary to preserve the VCOC status of each VCOC Investor, it being understood that such reasonable actions shall not require a VCOC Investor to purchase or sell any investments. The Company shall, and shall cause the Company Bank to, shall enter into an agreement with each VCOC Investor that provides the rights set forth in this Section 4.10, effective as of the Closing. Notwithstanding the foregoing, neither the Company nor the Company Bank shall be obligated to (1) honor a request from a VCOC Investor to visit and inspect any of the offices and properties of the Company and/or the Company Bank and inspect and copy the books and records of the Company and/or the Company Bank more frequently than once per quarter or (2) make appropriate officers and directors of the Company and/or the Company Bank available to a VCOC Investor for consultation with such VCOC Investor or its designated representatives with respect to matters relating to the business and affairs of the Company and the Company Bank more frequently than once per quarter.

VCOC Investor. The Investor Investors and, at the any Investor’s request, each Affiliate thereof of such Investor that directly or indirectly has an interest in the such Investor, the Company or the Company Bank, in each case that is intended to qualify as a “venture capital operating company” as defined in the regulations (the “Plan Asset Regulations”) issued by the Department of Labor at Section 2510.3 101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations, as the same may be amended from time to time (a “VCOC” and each such person a “VCOC Investor”), will have customary and appropriate VCOC rights (including consultation rights, inspection and access rights, and rights to receive materials for all meetings of the Board of Directors or the board of directors of the Company Bank (as well as committees of each such board), and the right to audited and unaudited financial statements, annual budget and other financial and operations information, including advance notification of and consultation with respect to significant corporate actions) relating to inspection, information and consultation with respect to the Company or the Company Bank; provided that this Section 4.10 4.6 shall not entitle the such Investor to designate any members of the Board of Directors or of the board of directors of the Company Bank. The Company shall, and shall cause the Company Bank to, consider in good faith the recommendations of any VCOC Investor or its designated representative in connection with the matters on which it is consulted as described above, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company or the Company Bank, as applicable. In the event the Company or the Company Bank ceases to qualify as an “operating company” (as defined in the first sentence of 2510.3-101(c)(1) of the Plan Asset Regulations) or the investment in the Company or the Company Bank by a VCOC Investor does not qualify as a venture capital investment as defined in the Plan Asset Regulations, then the Company and the Investor will, and the Company will cause the Company Bank to, cooperate in good faith to take all reasonable actions necessary to preserve the VCOC status of each VCOC Investor, it being understood that such reasonable actions shall not require a VCOC Investor to purchase or sell any investments. The Company shall, and shall cause the Company Bank to, to enter into an agreement with each VCOC Investor that provides the rights set forth in this Section 4.104.6, effective as of the Closing. Notwithstanding the foregoing, neither the Company nor the Company Bank shall be obligated to (1) honor a request from a VCOC Investor to visit and inspect any of the offices and properties of the Company and/or the Company Bank and inspect and copy the books and records of the Company and/or the Company Bank more frequently than once per quarter or (2) make appropriate officers and directors of the Company and/or the Company Bank available to a VCOC Investor for consultation with such VCOC Investor or its designated representatives with respect to matters relating to the business and affairs of the Company and the Company Bank more frequently than once per quarter.