Contractual Management Rights. The Company and each of the Shareholders acknowledge that the provisions of this Agreement, including, without limitation, this Section 3, are intended, among other things, to provide 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. 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.
Contractual Management Rights. 12 SECTION 11. Severability.........................................................................................12 SECTION 12. Governing Law; Waiver of Jury Trial..................................................................12 SECTION 13. Condition to Effectiveness; Successors and Assigns...................................................13 SECTION 15. Amendments...........................................................................................17 SECTION 16. Headings.............................................................................................17 SECTION 17.
Contractual Management Rights. 12 3.10. Expenses................................................12 3.11. Cooperation.............................................12 3.12. Reincorporation.........................................12 Section 4. Restrictions on Transfers of Stock.................................12
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. 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. 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.
