VCOC. (a) In the event that the Company ceases to qualify as an “operating company” (as defined in 29 C.F.R. ss. 2510.3-101(c)) (a “VCOC Event”), then the Company and each Blackstone Entity will cooperate in good faith to take all reasonable action necessary to provide that the investment (or at least 51% of the investment valued at cost) of each Blackstone Entity that qualifies as a “venture capital operating company” (as defined in 29 C.F.R. ss. 2510.3-101(d) (a “VCOC Stockholder”) shall continue to qualify as a “venture capital investment” (as defined in 29 C.F.R. ss. 2510.3-101(d)) (a “VC Investment”). (b) Each VCOC Stockholder shall execute a side letter in the form attached hereto as Annex A and shall have the supplemental rights and obligations provided in such side letter.
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Sources: Shareholder Agreements (Graham Packaging Co Inc.), Stockholders' Agreement (Graham Packaging Co Inc.)