VCOC Sample Clauses

VCOC. With respect to each Blackstone Entity that is intended to qualify its direct or indirect investment in the Company as a “venture capital investment” as defined in the Department of Labor regulations codified at 29 CFR Section 2510.3-101 (the “Plan Asset Regulation”) (each, a “VCOC Investor”), for so long as the VCOC Investor, directly or through one or more subsidiaries, continues to hold any shares of Common Stock (or other securities of the Company into which such shares of Common Stock may be converted or for which such shares of Common Stock may be exchanged), without limitation or prejudice of any the rights provided to the Blackstone Entities hereunder, the Company shall, with respect to each such VCOC Investor: (a) provide each VCOC Investor or its designated representative with: (i) upon reasonable notice and at mutually convenient times, the right to visit and inspect any of the offices and properties of the Company and its Subsidiaries and inspect and copy the books and records of the Company and its Subsidiaries; (ii) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Company, consolidated balance sheets of the Company and its Subsidiaries as of the end of such period, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the period then ended prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, except as otherwise noted therein, and subject to the absence of footnotes and to year-end adjustments; (iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such year, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the year then ended prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, except as otherwise noted therein, together with an auditor’s report thereon of a firm of established national reputation; (iv) to the extent the Company is required by law or pursuant to the terms of any outstanding indebtedness of the Company to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act, actually prepared by the Company as soon as available; a...
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VCOC. In the event that the Company ceases to qualify as an "operating company" (as defined in the first sentence of 29 C.F.R. Section 2510.3-101(c)), then the Company 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 Stockholder that qualifies as a "venture capital operating company" (as defined in 29 C.F.R. Section 2510.3-101(d)) (a "VCOC Stockholder") shall continue to qualify as a "venture capital investment" (as defined in 29 C.F.R. Section 2510.3-101(d)).
VCOC. With respect to the Principal Stockholder Group and, at the request of the Principal Stockholder Group, each Affiliate thereof that indirectly has an interest in the Company, in each case that is intended to qualify as a “venture capital operating company” as defined in 29 C.F.R. Section 2510.3-101 (each, a “VCOC Investor”), the Company shall, and shall cause Focus Financial Partners, LLC to, execute a side letter with each VCOC Investor in the form attached hereto as Annex A and each VCOC Investor shall have the supplemental rights and obligations provided in such side letter.
VCOC. The Administrative Agent shall have received VCOC Letters in form and substance acceptable to the Holders.
VCOC. The rights granted to Purchaser under Section 6.1 and Section 10.1 are intended to satisfy the requirement of management rights for purposes of qualifying the indirect investment by Greenwich Street Capital Partners II, L.P. in the ownership of the Debentures as a venture capital investment for purposes of the Department of Labor "plan asset" regulations, 9 C.F.R. Section 2510.3-101, and in the event such rights are not satisfactory for such purpose, the Corporation and the Purchaser shall reasonably cooperate in good faith to agree upon mutually satisfactory access rights which satisfy such regulations.
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 Stockholder Party 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 Sponsor Stockholder, or other member of any Investor Group 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"); provided that, to the extent any member of an Investor Group other than a Sponsor Stockholder is deemed to be a VCOC Stockholder, such VCOC Stockholder shall execute a counterpart of this Agreement. (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. (c) Upon the occurrence of a VCOC Event, the Parent shall distribute to each VCOC Stockholder a number of shares of Common Stock held by the Parent sufficient to cause such VCOC Stockholder's investment in the Company to qualify as a VC Investment (a "VC Distribution"), in exchange for an amount of Class A Units of the Parent corresponding to such number of shares of Common Stock. The shares of Common Stock distributed in any VC Distribution shall participate pro rata with any shares of Common Stock held by the Parent in any sale or other disposition of such shares of Common Stock and may not be transferred without the written consent of the Parent other than to the Parent, in exchange for a number of Class A Units of the Parent corresponding to such number of shares of Common Stock, or to another VC Stockholder. (d) Following any VC Distribution, the shares of Common Stock distributed to each VCOC Stockholder shall be deemed to be held by such VCOC Stockholder's Investor Group for the purpose of determining the rights of such Investor Group to designate nominees to the Board. (e) It is understood and agreed that so long as (i) BCP IV (directly or indirectly) owns any Class A Units in the Parent and the BCP Investor Group shall be entitled to cause to be nominated by the Stockholder Parties one or more Directors (or to fill a vacancy as provided in Section 1.10(a)), BCP IV shall have the right to cause to be nominated at least one such BCP Nominee, ...
VCOC. The rights granted to the Investors under Section 8.1 of this Agreement and the existing rights with respect to the nomination of directors are intended to satisfy the requirement of management rights for purposes of qualifying the investment by the Investors in the ownership of Common Shares as a venture capital investment for purposes of the Department of Labor "plan asset" regulations, 9 C.F.R. Section 2510.3-101, and in the event such rights are not satisfactory for such purpose, the Corporation and the Investors shall reasonably cooperate in good faith to agree upon mutually satisfactory access rights which satisfy such regulations.
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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.
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.
VCOC. As of the date hereof, the Guarantor is a "venture capital operating company" within the meaning of ERISA.
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