Common use of VCOC Matters Clause in Contracts

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.