VCOC Matters Sample Clauses

VCOC Matters. The Stockholders recognize that certain Stockholders or investors in Stockholders may be intended to qualify as "venture capital operating companies" (each, a “VCOC”) as defined in 29 C.F.R. 2510.3-101 (the “Plan Asset Regulations”) and, as such, be required to obtain certain “management rights” within the meaning of the Plan Asset Regulations with respect to their direct or indirect investment in the Company. The Stockholders agree to reasonably cooperate to cause the Company and any successor or Affiliate of the Company to provide management rights of the kind ordinarily conferred when a VCOC is investing in an “operating company” as defined in the Plan Asset Regulations (an “Operating Company”) to the applicable Stockholders or investors as the Company determines are necessary to constitute “management rights” under the Plan Asset Regulations. In this connection, notwithstanding anything in this Agreement or this Section 7.3 to the contrary, the Company does not represent or warrant that it is or will in the future be an Operating Company, and if the Company for any reason at any time ceases to qualify as an Operating Company, it will have no responsibility or liability to any person in connection with any such failure.

VCOC Matters. The Administrative Agent shall have received copies of the board observer rights agreements delivered to the OpCo Senior Administrative Agent underSection 4.01(m)(ii) of the OpCo Senior Credit Agreement.

VCOC Matters. (a) With respect to each Investor Party and, at the request of an Investor Party, each Affiliate thereof that indirectly has an interest in the Company, in each case that is intended to qualify as a “venture capital operating company” (as defined in 29 C.F.R. ss. 2510.3-101(d) (a “VCOC Shareholder”), the Company shall execute a side letter with each VCOC Shareholder in the form attached hereto as Annex A and each VCOC Shareholder shall have the supplemental rights and obligations provided in such side letter.

VCOC Matters. Notwithstanding anything to the contrary contained in the Loan Documents, Lender shall have the right, in accordance with the terms of this Agreement, (i) to consult with and advise Borrower and Property Owner with respect to the management of significant business activities and financial developments of Borrower and Property Owner; provided, however, that such consultations shall not include discussions of environmental compliance programs or disposal of Hazardous Substances; (ii) to examine the books and records of Borrower and Property Owner; (iii) to receive monthly, quarterly and year-end financial reports, including balance sheets, statements of income, owner’s equity and cash flow, a management report and schedules of outstanding indebtedness (including pursuant to Section 5.5 hereof); and

VCOC Matters. With respect to each Stockholder, the Company hereby agrees that for so long as (i) such Stockholder’s Ownership Percentage is at least 5% and (ii) such Stockholder or any of its direct or indirect owners is required to qualify as a venture capital operating company within the meaning of the Plan Asset Regulations (each such Stockholder a “VCOC Stockholder” and any such direct or indirect owner a “VCOC Owner”), the Company shall, subject to the Company’s reasonable restriction on the use and disclosure of such information (including the VCOC Stockholder’s or the applicable VCOC Owner’s execution and delivery of a confidentiality agreement in form and substance reasonably satisfactory to the Board) and the Company’s right to limit such disclosure to comply with applicable securities laws or its fiduciary duties: (a) provide each such VCOC Stockholder or VCOC Owner, as applicable, or a representative designated by the foregoing, with the information rights and the visitation rights set forth in Section 5.2 of this Agreement; and (b) make appropriate officers of the Company available periodically during business hours as reasonably requested by such VCOC Stockholder or VCOC Owner, as applicable, but not more frequently than once per calendar quarter, for consultation with such VCOC Stockholder, VCOC Owner or designated representative, as applicable, with respect to matters relating to the business and affairs of the Company. The Company agrees to consider the recommendations of each VCOC Stockholder, VCOC Owner or designated representative, as applicable, 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 solely and exclusively by the Company. Each VCOC Stockholder, VCOC Owner and designated representative shall keep confidential and not disclose any such recommendations other than to the Company. Each VCOC Stockholder agrees to cause its VCOC Owners and any representative designated by such VCOC Stockholder or its VCOC Owners to comply with the foregoing. Each VCOC Owner shall be an express third party beneficiary of this Section 2.5 and Section 5.2 and shall be permitted to enforce its rights pursuant to such Sections of this Agreement as if it were a party hereto.

VCOC Matters