Venture Capital Operating Company. From the Effective Time until the date that Shareholder and its Affiliates ceases to beneficially own shares of Parent Common Stock in an amount at least equal to one percent (1%) of the total outstanding shares of Parent, Parent will ensure that upon reasonable notice, Parent and its subsidiaries will afford to Shareholder and its representatives (including officers and employees of Shareholders, and counsel, accountants and other professionals retained by Shareholders) (i) such access during normal business hours to its books, records (excluding Tax Returns and associated work papers), properties and personnel and to such other information as Shareholder may reasonably request and (ii) reasonable opportunities to routinely consult with and advise the management of Parent and its subsidiaries, on matters relating to the operation of Parent and its subsidiaries. Parent agrees to consider, in good faith, the recommendations of Shareholder 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 Parent. This Section 3.05 shall survive any termination of this Agreement pursuant to clause (ii) of Section 5.02 of this Agreement. ARTICLE IV
Venture Capital Operating Company. At any time that a Limited Partner is subject to Title I of ERISA and twenty-five percent (25%) or more in interest of all Limited Partners (as measured by their aggregate Capital Accounts) are “benefit plan investors” (within the meaning of Department of Labor Regulation §2510.3-101(f)(2), 51 Fed. Reg. 41,282 (November 13, 1986) or any amendment or successor regulation), the Partnership will use its best efforts to ensure that the Partnership qualifies as a “venture capital operating company” (within the meaning of Department of Labor Regulation §2510.3-101(d), 51 Fed. Reg. 41,281 (November 13, 1986) or any amendment or successor regulation). Subject to SBA approval if and to the extent required, the General Partner shall have the authority to take any action it deems necessary in order to implement this Section 2.03.
Venture Capital Operating Company. For so long as an Investor's organizational documents require that the Investor have and maintain the status of a "venture capital operating company" (a "VCOC") as defined in the Department of Labor Regulations, Section 25101.3-101(d), -17- 21 such Investor shall, in addition to any rights such Investor may have under Sections 3.1 and 3.2 above, have the following rights:
Venture Capital Operating Company. 8 At any time that a Private Limited Partner is subject to Title I of ERISA and 25% or more in interest of all Private Limited Partners (as measured by their aggregate Capital Accounts) are "benefit plan investors" (within the meaning of Department of Labor Regulation § 2510.3-101(f)(2), 51 Fed. Reg. 41,282 (November 13, 1986) or any amendment or successor regulation), the Partnership will use its best efforts to ensure that the Partnership qualifies as a "venture capital operating company" (within the meaning of Department of Labor Regulation § 2510.3-101(d), 51 Fed. Reg. 41,281 (November 13, 1986) or any amendment or successor regulation). Management
Venture Capital Operating Company. The Fund is a venture capital operating company within the meaning of the Plan Asset Regulations, or, the Fund satisfies another exception under the Plan Asset Regulations such that the assets of the Fund are not "plan assets" within the meaning and as defined in the Plan Asset Regulations.
Venture Capital Operating Company. At any time that a Limited Partner is subject to Title I of ERISA and twenty-five percent (25%) or more in interest of all Limited Partners (as measured by their aggregate Capital Accounts) are “benefit plan investors” (within the meaning of Department of Labor Regulation § 2510.3-101(f)(2), 51 Fed. Reg. 41,282 (November 13, 1986) or any amendment or successor regulation), the Partnership will use its commercially reasonable best efforts to ensure that the Partnership qualifies as a “venture capital operating company” (within the meaning of Department of Labor Regulation § 2510.3-101(d), 51 Fed. Reg. 41,281 (November 13, 1986) or any amendment or successor regulation).
Venture Capital Operating Company. Buyer's Parent is a "venture capital operating company" as defined in the Department of Labor regulations, Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations (the "PLAN ASSETS REGULATIONS") so that no investment as a limited partner in Buyer's Parent by any Pension Plan or Welfare Plan will result in the assets of Buyer's Parent constituting "plan assets" of said Pension Plan or Welfare Plan within the meaning of the Plan Assets Regulations and ERISA.
Venture Capital Operating Company. The Sponsor is a venture capital operating company within the meaning of the Plan Asset Regulations, or, the Sponsor satisfies another exception under the Plan Asset Regulations such that the assets of the Sponsor are not "plan assets" within the meaning and as defined in the Plan Asset Regulations.
Venture Capital Operating Company. From the Effective Time until the date that Shareholder and its Affiliates ceases to beneficially own shares of common stock of Purchaser in an amount at least equal to one percent (1%) of the total outstanding shares of Purchaser, Purchaser will
Venture Capital Operating Company. From the Effective Time until the date that the Shareholder and its Affiliates cease to beneficially own shares of common stock of German American in an amount at least equal to [two] percent ([2]%)] of the total outstanding shares of German American, German American will ensure that upon reasonable notice, German American and its subsidiaries will afford to the Shareholder and its representatives (including officers and employees of the Shareholder, and counsel, accountants and other professionals retained by the Shareholder) (i) such access during normal business hours to its books, records (excluding confidential bank supervisory communications, customer financial records, or other records or reports that are exempt from disclosure in accordance with applicable law or regulation), properties and personnel and to such other information as the Shareholder may reasonably request and (ii) reasonable opportunities to routinely consult with and advise the management of the German American and its subsidiaries, on matters relating to its or their operations. German American agrees to consider, in good faith, the recommendations of the Shareholder 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 German American. At the request of the Shareholder, German American will enter into a letter agreement with the Shareholder substantially in the form attached hereto as Exhibit B.
