Contractual Management Rights Sample Clauses

Contractual Management Rights. The Company and each of the Shareholders acknowledge that the provisions of this Agreement, including this Section 3, are intended, among other things, to provide Conning and Beacon with "contractual management rights" within the meaning of the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

Contractual Management Rights. The Corporation and each of the Shareholders acknowledge that the provisions of this Agreement are intended, among other things, to provide DLJ, GSCP and Providence with "contractual management rights" within the meaning of the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

Contractual Management Rights. 42 SECTION 22. Severability.....................................................42 SECTION 23. Governing Law; Waiver of Jury Trial..............................43 SECTION 24.

Contractual Management Rights. With respect to each Qualified Fund Member, from the date of this Agreement (or from such later date as a Qualified Fund Member becomes a Member hereunder) until the earliest of (i) the first date on which such Qualified Fund Member no longer holds any Company Interests, (ii) the date of the Initial Public Offering of the common equity of the Company and (iii) the first date on which such Qualified Fund Member is no longer intended to qualify as a venture capital operating company under United States Department of Labor Regulations published at 29 C.F.R. Section 2510.3-101(d)(3)(i), such Qualified Fund Member shall be entitled to the following contractual management rights relating to the Company and its Subsidiaries: (a) Such Qualified Fund Member shall have the right to meet with the management personnel of the Company and its Subsidiaries on a regular basis and from time to time during normal business hours and upon reasonable notice to the Company or the applicable Subsidiary for the purpose of consulting with, and making recommendations to the management of the Company or its Subsidiaries or obtaining information regarding, the Company’s or any of its Subsidiaries’ operations, activities and prospects and expressing its views and recommendations thereon. (b) Such Qualified Fund Member shall have the right to receive copies of (but only to the extent available), within a reasonable time after its written request therefor, all financial statements (including balance sheets, profit and loss and cash flow statements), budgets, financial forecasts and projections and other financial information relating to the Company or its Subsidiaries; provided that the Company shall not be required to provide such information if the provision thereof would result in the waiver of the attorney-client or any other privileges.

Contractual Management Rights. The Corporation and each of the Stockholders acknowledge that the provisions of this Agreement, including this Section 9, are intended, among other things, to provide GSCP with "contractual management rights" within the meaning of the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

Contractual Management Rights. The Company and each Continuing Stockholder Party acknowledge that the provisions of this Agreement, including this Article III, are intended to provide Energy Spectrum with "contractual management rights" within the meaning of the ERISA.

Contractual Management Rights. The parties hereto acknowledge that the rights granted to Blue Stone under this Agreement to designate members of the Board and assign such rights to the Blue Stone Assignee have been included herein at the request of Blue Stone in order to provide the Blue Stone Assignee with “contractual management rights” within the meaning of the Plan Assets Regulations. The foregoing acknowledgement is not intended to modify any of the rights, duties and obligations of the parties as set forth in this Agreement.

Contractual Management Rights. XxxXxxxxxx.xxx. Inc. agrees that it will provide Asia with the following "contractual management rights" within the meaning of ERISA: (a) The right to appoint a person reasonably acceptable to the Company as a non-voting observer (a "No-Voting Observer") to the Board of the Company and to each committee of the Board, it being understood that Asia may from time to time change the designation of such Non-Voting Observer subject to such observer being reasonably acceptable to the Company. Any such Non-Voting Observer shall be: (i) permitted to attend meetings of the Board of the Company, or each committee of the Board in person or telephonically; and (ii) notified of any meeting of any such board of directors or committee, including such meeting's time and place, in the same manner as directors of the Company, and shall have the same access to information (including any copies of all materials distributed to members of the Board or a committee thereof) concerning the business and operations of the Company and at the same time as directors of the Company, and shall have the same access to information (including any copies of all materials distributed to members of the Board or a committee thereof) concerning the business and operations of the Company and at the same time as directors of the Company and shall be entitled to participate in discussions and consult with and make proposals and furnish advice to, such board of directors or committee, without voting, provided, however, that the Company shall not be under any obligation to take any action with respect to any proposals made or advice furnished by any Non-Voting Observer, other than to take such proposals or advice seriously and to give due consideration thereto. (b) Upon reasonable written request to the Company (and subject to Asia's delivery of a suitable confidentia1ity undertaking as required by the Company) the right to: (i) receive management accounts of the Company and its subsidiaries, including a balance sheet and profit and loss account; (ii) receive on an annual basis, budgets and cash flow forecasts of the Company and its subsidiaries (to the extent reasonably available); (iii) visit and inspect any of the properties of the Company; and (iv) receive such additional information as Asia may at any time reasonably request. (c) The right to meet with such management personnel of the Company as may reasonably be designated by the Company, upon reasonable notice to the Company, for the purpose of...

Contractual Management Rights. 14 3.11. Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3.12. Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 4. Restrictions on Transfers of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 5. Rights of First Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 6. Tag-Along Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 6.1. Tag-Along . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 6.2. Tag-Along Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 6.3. Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 6.4. Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 7. Drag-Along Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 7.1. Drag-Along . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 7.2. Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 8. Pre-emptive Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

Contractual Management Rights. In addition to the foregoing rights set forth in this Article Il, Westgate shall also have the right to routinely consult with, and advise, the management of the Company regarding the Company's operations. The management of the Company agrees to take into consideration any such advice received from Westgate. The Company acknowledges that the provisions of this Agreement, including those set forth in this Article II, are intended to provide Westgate with certain contractual management rights.