Common use of VCOC Clause in Contracts

VCOC. (a) Each VCOC Fund shall, upon reasonable notice to the Company, have the right to meet with such management personnel, directors and independent accountants of the Group as may be reasonably designated by the Company, for the purpose of consulting with and advising and influencing management, obtaining information regarding the business and prospects of the Group or expressing the views of the relevant VCOC Fund(s) on such matters. The Company agrees to give due consideration to the advice given and any proposals made by each VCOC Fund. (b) Each VCOC Fund shall have the right to visit and inspect any of the properties of the Group. (c) Subject to Section 4.1(d), any provision of this Section 4.1 may be amended for the purposes of preserving the qualification of any VCOC Fund as a VCOC, or otherwise to ensure that the assets of any of the VCOC Funds are not considered “plan assets” of the benefit plan investors in such VCOC Funds for the purposes of ERISA by an agreement in writing which indicates that it is intended to be an amendment, executed by the Company and the relevant VCOC Fund(s) or its nominee (and, for the avoidance of doubt, the consent or agreement of the other parties to this Agreement shall not be required). (d) The Company agrees with the VCOC Funds that if any of the VCOC Funds notifies the Company in writing that the provisions of this Section 4.1 should be amended to preserve the qualification of such VCOC Fund as a VCOC, or otherwise to ensure that the assets of any of the VCOC Funds are not considered “plan assets” of the benefit plan investors in such VCOC Funds for purposes of ERISA, the Company will consent to the proposed amendments provided that the amendments do not result in a material adverse effect on the operation, business or the prospects of the Group.