Common use of VCOC Investors Clause in Contracts

VCOC Investors. (a) With respect to (X) each SLP Stockholder, MSD Partners Stockholder and MSD Partners Co-Investor and (Y) each Affiliate thereof that directly or indirectly has an interest in the Company, in each such case of (X) and (Y) that is intended to qualify as a “venture capital operating company” as defined in the Plan Asset Regulations (each, a “VCOC Investor”), for so long as the VCOC Investor, directly or through one or more Subsidiaries, continues to hold any Securities (or other securities of the Company into which such Securities may be converted or for which such Securities may be exchanged), in each case, without limitation or prejudice of any the rights provided to the MD Stockholders or the SLP Stockholders hereunder, the Company shall, with respect to each such VCOC Investor: (i) provide such VCOC Investor or its designated representative with the following: (A) the information rights and the visitation rights set forth in Section 6.8(a)(i)(A), (B), (C) and (F), Section 6.8(a)(ii), Section 6.8(a)(iv) and Section 6.8(b)(i)(B) of this Agreement; (B) to the extent the Company or any of its Subsidiaries is required by law or pursuant to the terms of any outstanding indebtedness of the Company or such Subsidiary 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 or such Subsidiary as soon as available; and (C) copies of all materials provided to the Board at substantially the same time as provided to the members of the Board and, if requested, copies of the materials provided to the board of directors (or equivalent governing body) of any Subsidiary of the Company; provided, that the Company or such Subsidiary shall be entitled to exclude portions of such materials to the extent providing such portions would be reasonably likely to result in the waiver of attorney-client privilege; provided that solely for purposes of Section 3.5(a)(i)(A), the obligation of the Company to deliver the materials described in Section 6.8(a)(i)(B) and (C) pursuant to Section 3.5(a)(i)(A) shall be deemed satisfied if (i) delivered by the Company to a designated representative of the VCOC Investor (it being understood that the designated representative shall be entitled to distribute copies of such materials to each VCOC Investor) or (ii) the Company makes such information available through public filings on the XXXXX system or any successor or replacement system of the U.S. Securities and Exchange Commission; and (ii) make appropriate officers of the Company and its Subsidiaries and members of the Board available periodically and at such times as reasonably requested by such VCOC Investor for consultation with such VCOC Investor or its designated representative with respect to matters relating to the business and affairs of the Company and its Subsidiaries. (b) The Company agrees to consider, in good faith, the recommendations of each VCOC Investor 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 the Company. (c) Any VCOC Investor, for so long as such VCOC Investor directly or indirectly, or through one or more Subsidiaries, continues to hold any Securities (or other securities of the Company into which such Securities may be converted or for which such Securities may be exchanged) shall be an express third party beneficiary of this Section 3.5.

VCOC Investors. (a) With respect to (X) each SLP Stockholder, MSD Partners Stockholder and MSD Partners Co-Investor and (Y) each Affiliate thereof that directly or indirectly has an interest in the Company, in each such case of (X) and (Y) that is intended to qualify as a “venture capital operating company” as defined in the Plan Asset Assets Regulations (each, a “VCOC Investor”), for so long as the VCOC Investor, directly or through one or more Subsidiaries, continues to hold any beneficially own at least 5% of the outstanding Securities (or other securities of the Company into which such Securities may be converted or for which such Securities may be exchanged), in each case, without limitation or prejudice of any the rights provided to the MD Stockholders or the SLP Stockholders hereunder, the Company shall, with respect to each such VCOC Investor: (i) provide such VCOC Investor or its designated representative with the following: (A) the information rights and the visitation rights set forth in Section 6.8(a)(i)(A), (B), (C) and (F4.5(a)(i)(A), Section 6.8(a)(ii4.5(a)(i)(B), Section 6.8(a)(iv4.5(a)(i)(C), Section 4.5(a)(iii) and Section 6.8(b)(i)(B) of this Agreement4.5(b)(i)(B); (B) to the extent the Company or any of its Subsidiaries is required by law or pursuant to the terms of any outstanding indebtedness of the Company or such Subsidiary 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 or such Subsidiary as soon as available; and (C) copies of all materials provided to the Board at substantially the same time as provided to the members of the Board and, if requested, copies of the materials provided to the board of directors (or equivalent governing body) of any Significant Subsidiary of the Company; provided, that no materials provided to committees of the Board but not to the full Board shall be required to be delivered pursuant to this Section 3.4(a)(i)(C); provided, further, that the Company or such Significant Subsidiary shall be entitled to exclude portions of such materials to the extent providing such portions would be reasonably likely to result in the waiver of attorney-client privilegeprivilege or for which the Company reasonably expects there to be a conflict of interest between the Company or such Significant Subsidiary, on the one hand, and the VCOC Investor, on the other hand; provided that that (ii) solely for purposes of Section 3.5(a)(i)(A3.4(a)(i)(A), Section 3.4(a)(i)(B) and Section 3.4(a)(i)(C), the obligation of the Company to deliver the materials described in Section 6.8(a)(i)(B) and (C) pursuant to Section 3.5(a)(i)(A) therein shall be deemed satisfied if (i) delivered by the Company to a designated representative of the VCOC Investor Investor, including, with respect to the SLP Stockholders, the SLP Director Nominee (it being understood that the designated representative shall be entitled to distribute copies of such materials to each VCOC Investor) or and (ii) solely for purposes of Section 3.4(a)(i)(A) and Section 3.4(a)(i)(B), the obligation of the Company to deliver the materials described therein shall be deemed satisfied if the Company makes such information available through public filings on the XXXXX system or any successor or replacement system of the U.S. Securities and Exchange CommissionSEC or provides such materials on the Company’s website; and (iiiii) make appropriate officers of the Company and its Subsidiaries and members of the Board available periodically and at such times as reasonably requested by such VCOC Investor for consultation with such VCOC Investor or its designated representative with respect to matters relating to the business and affairs of the Company and its Subsidiaries. (b) The Company agrees to consider, in good faith, the recommendations of each VCOC Investor 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 the Company. (c) Any VCOC Investor, for so long as such VCOC Investor directly or indirectly, or through one or more Subsidiaries, continues to hold any beneficially own at least 5% of the outstanding Securities (or other securities of the Company into which such Securities may be converted or for which such Securities may be exchanged) shall be an express third party beneficiary of this Section 3.53.4.

VCOC Investors. (a) With respect to (X) each SLP StockholderSponsor Investor and, MSD Partners Stockholder and MSD Partners Co-Investor and (Y) at the request of any Sponsor Investor, each Affiliate thereof that directly or indirectly has an interest in the Company, in each such case of (X) and (Y) that is intended to qualify as a “venture capital operating company” as defined in the Plan Asset Regulations (each, a “VCOC Investor”), for so long as the VCOC Investor, directly or through one (1) or more Subsidiariesconduit subsidiaries, continues to hold any Securities (or other securities of the Company into which such Securities may be converted or for which such Securities may be exchanged)Transferable Shares, in each case, without limitation or prejudice of any the rights provided to any of the MD Stockholders or the SLP Stockholders Sponsor Investors hereunder, the Company shall, with respect to each such VCOC Investor: (i) provide such VCOC Investor or its designated representative with the following: (A) the information rights right to visit and inspect any of the visitation rights set forth in Section 6.8(a)(i)(A)offices and properties of the Company and its Subsidiaries and inspect and copy the books and records of the Company and its Subsidiaries, (B), (C) and (F), Section 6.8(a)(ii), Section 6.8(a)(iv) and Section 6.8(b)(i)(B) of this Agreementat such times as the VCOC Investor shall reasonably request; (B) as soon as available and in any event within sixty (60) days after the end of each of the first three (3) 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, in each case 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; (C) as soon as available and in any event within one-hundred twenty (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; (D) to the extent the Company or any of its Subsidiaries is required by law or pursuant to the terms of any outstanding indebtedness of the Company or such Subsidiary 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 or such Subsidiary as soon as available; and (CE) copies of all materials provided to the Board at substantially the same time as provided to the members of the Board and, if requested, copies of the materials provided to the board of directors (or equivalent governing body) of any Subsidiary of the Company; provided, that the Company or such Subsidiary shall be entitled to exclude portions of such materials to the extent providing such portions would be reasonably likely to result in the waiver of attorney-client privilege; provided that solely for purposes of Section 3.5(a)(i)(A), the obligation of the Company to deliver the materials described in Section 6.8(a)(i)(B) and (C) pursuant to Section 3.5(a)(i)(A) shall be deemed satisfied if (i) delivered by the Company to a designated representative of the VCOC Investor (it being understood that the designated representative shall be entitled to distribute copies of such materials to each VCOC Investor) or (ii) the Company makes such information available through public filings on the XXXXX system or any successor or replacement system of the U.S. Securities and Exchange Commission; and. (ii) make appropriate officers of the Company and its Subsidiaries and members of the Board available periodically and at such times as reasonably requested by such VCOC Investor for consultation with such VCOC Investor or its designated representative with respect to matters relating to the business and affairs of the Company and its Subsidiaries, including significant changes in management personnel and compensation of employees, introduction of new products or new lines of business, important acquisitions or dispositions of plants and equipment, significant research and development programs, the purchasing or selling of important trademarks, licenses or concessions or the proposed commencement or compromise of significant litigation; (iii) to the extent consistent with applicable law (and with respect to events which require public disclosure, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise), inform the VCOC Investor or its designated representative in advance with respect to any significant corporate actions, including extraordinary dividends, mergers, amalgamations, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the Organizational Documents of the Company or any of its Subsidiaries, and to provide the VCOC Investor or its designated representative with the right to consult with the Company and its Subsidiaries with respect to such actions, should the VCOC Investor elect to do so; and (iv) provide such VCOC Investor or its designated representative with such other rights of consultation which such VCOC Investor’s counsel may determine to be reasonably necessary under applicable legal authorities promulgated after the date hereof to qualify its investment in the Company as a “venture capital investment” for purposes of the Plan Assets Regulation. (b) The Company agrees to consider, in good faith, the recommendations of each VCOC Investor 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 the Company. (c) Any VCOC Investor, for so long as such VCOC Investor directly or indirectly, or through one or more Subsidiaries, continues to hold any Securities (or other securities of the Company into which such Securities may be converted or for which such Securities may be exchanged) shall be an express third party beneficiary of this Section 3.5.

VCOC Investors. (a) With respect to (X) each SLP Stockholder, MSD Partners Stockholder and MSD Partners Co-Investor and (Y) each Affiliate thereof that directly or indirectly has an interest in the Company, in each such case of (X) and (Y) that is intended to qualify as a “venture capital operating company” as defined in the Plan Asset Assets Regulations (each, a “VCOC Investor”), for so long as the VCOC Investor, directly or through one or more Subsidiaries, continues to hold any Securities (or other securities of the Company into which such Securities may be converted or for which such Securities may be exchanged), in each case, without limitation or prejudice of any the rights provided to the MD Stockholders or the SLP Stockholders hereunder, the Company shall, with respect to each such VCOC Investor: (i) provide such VCOC Investor or its designated representative with the following: (A) the information rights and the visitation rights set forth in Section 6.8(a)(i)(A5.6(a)(i)(A), (B), (C) and (F), Section 6.8(a)(ii5.6(a)(ii), Section 6.8(a)(iv5.6(a)(iv) and Section 6.8(b)(i)(B) of this Agreement5.6(b)(i)(B); (B) to the extent the Company or any of its Subsidiaries is required by law or pursuant to the terms of any outstanding indebtedness of the Company or such Subsidiary 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 or such Subsidiary as soon as available; and (C) copies of all materials provided to the Board at substantially the same time as provided to the members of the Board and, if requested, copies of the materials provided to the board of directors (or equivalent governing body) of any Subsidiary of the Company; provided, that the Company or such Subsidiary shall be entitled to exclude portions of such materials to the extent providing such portions would be reasonably likely to result in the waiver of attorney-client privilege; provided that solely for purposes of Section 3.5(a)(i)(A3.4(a)(i)(A), the obligation of the Company to deliver the materials described in Section 6.8(a)(i)(B5.6(a)(i)(B) and (C) pursuant to Section 3.5(a)(i)(A3.4(a)(i)(A) shall be deemed satisfied if (i) delivered by the Company to a designated representative of the VCOC Investor (it being understood that the designated representative shall be entitled to distribute copies of such materials to each VCOC Investor) or (ii) the Company makes such information available through public filings on the XXXXX system or any successor or replacement system of the U.S. Securities and Exchange CommissionSEC; and (ii) make appropriate officers of the Company and its Subsidiaries and members of the Board available periodically and at such times as reasonably requested by such VCOC Investor for consultation with such VCOC Investor or its designated representative with respect to matters relating to the business and affairs of the Company and its Subsidiaries. (b) The Company agrees to consider, in good faith, the recommendations of each VCOC Investor 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 the Company. (c) Any VCOC Investor, for so long as such VCOC Investor directly or indirectly, or through one or more Subsidiaries, continues to hold any Securities (or other securities of the Company into which such Securities may be converted or for which such Securities may be exchanged) shall be an express third party beneficiary of this Section 3.53.4.

VCOC Investors. (a) With respect to (X) each SLP Stockholder, MSD Partners Stockholder and MSD Partners Co-Investor and (Y) each Affiliate thereof that directly or indirectly has an interest in the Company, in each such case of (X) and (Y) that is intended to qualify as a “venture capital operating company” as defined in the Plan Asset Assets Regulations (each, a “VCOC Investor”), for so long as the VCOC Investor, directly or through one or more Subsidiaries, continues to hold any Securities (or other securities of the Company into which such Securities may be converted or for which such Securities may be exchanged), in each case, without limitation or prejudice of any the rights provided to the MD Stockholders or the SLP Stockholders hereunder, the Company shall, with respect to each such VCOC Investor: (i) provide such VCOC Investor or its designated representative with the following: (A) the information rights and the visitation rights set forth in Section 6.8(a)(i)(A), (B), (C) and (F5.7(a)(i)(A), Section 6.8(a)(ii5.7(a)(i)(B), Section 6.8(a)(iv5.6(a)(ii), Section 5.6(a)(iii) and Section 6.8(b)(i)(B) of this Agreement5.6(b)(i)(B); (B) to the extent the Company or any of its Subsidiaries is required by law or pursuant to the terms of any outstanding indebtedness of the Company or such Subsidiary 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 or such Subsidiary as soon as available; and (C) copies of all materials provided to the Board at substantially the same time as provided to the members of the Board and, if requested, copies of the materials provided to the board of directors (or equivalent governing body) of any Subsidiary of the Company; provided, that the Company or such Subsidiary shall be entitled to exclude portions of such materials to the extent providing such portions would be reasonably likely to result in the waiver of attorney-client privilege; provided that solely for purposes of Section 3.5(a)(i)(A3.4(a)(i)(A), the obligation of the Company to deliver the materials described in Section 6.8(a)(i)(B5.6(a)(i)(A) and (CB) pursuant to Section 3.5(a)(i)(A3.4(a)(i)(A) shall be deemed satisfied if (i) delivered by the Company to a designated representative of the VCOC Investor (it being understood that the designated representative shall be entitled to distribute copies of such materials to each VCOC Investor) or (ii) the Company makes such information available through public filings on the XXXXX system or any successor or replacement system of the U.S. Securities and Exchange CommissionSEC; and (ii) make appropriate officers of the Company and its Subsidiaries and members of the Board available periodically and at such times as reasonably requested by such VCOC Investor for consultation with such VCOC Investor or its designated representative with respect to matters relating to the business and affairs of the Company and its Subsidiaries. (b) The Company agrees to consider, in good faith, the recommendations of each VCOC Investor 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 the Company. (c) Any VCOC Investor, for so long as such VCOC Investor directly or indirectly, or through one or more Subsidiaries, continues to hold any Securities (or other securities of the Company into which such Securities may be converted or for which such Securities may be exchanged) shall be an express third party beneficiary of this Section 3.53.4.

VCOC Investors. (a) With respect to (X) each SLP Stockholder, MSD Partners Stockholder and MSD Partners Co-Investor and (Y) each Affiliate thereof that directly or indirectly has an interest in the Company, in each such case of (X) and (Y) that is intended to qualify as a “venture capital operating company” as defined in the Plan Asset Regulations (each, a “VCOC Investor”), for so long as the VCOC Investor, directly or through one or more Subsidiaries, continues to hold any Securities (or other securities of the Company into which such Securities may be converted or for which such Securities may be exchanged), in each case, without limitation or prejudice of any the rights provided to the MD Stockholders or the SLP Stockholders hereunder, the Company shall, with respect to each such VCOC Investor: (i) provide such VCOC Investor or its designated representative with the following: (A) the information rights and the visitation rights set forth in Section 6.8(a)(i)(A), (B), (C) and (F5.7(a)(i)(A), Section 6.8(a)(ii5.7(a)(i)(B), Section 6.8(a)(iv5.7(a)(ii), Section 5.7(a)(iii) and Section 6.8(b)(i)(B) of this Agreement5.7(b)(i)(B); (B) to the extent the Company or any of its Subsidiaries is required by law or pursuant to the terms of any outstanding indebtedness of the Company or such Subsidiary 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 or such Subsidiary as soon as available; and (C) copies of all materials provided to the Board at substantially the same time as provided to the members of the Board and, if requested, copies of the materials provided to the board of directors (or equivalent governing body) of any Subsidiary of the Company; provided, that the Company or such Subsidiary shall be entitled to exclude portions of such materials to the extent providing such portions would be reasonably likely to result in the waiver of attorney-client privilege; provided that solely for purposes of Section 3.5(a)(i)(A3.4(a)(i)(A), the obligation of the Company to deliver the materials described in Section 6.8(a)(i)(B5.7(a)(i)(A) and (CB) pursuant to Section 3.5(a)(i)(A3.4(a)(i)(A) shall be deemed satisfied if (i) delivered by the Company to a designated representative of the VCOC Investor (it being understood that the designated representative shall be entitled to distribute copies of such materials to each VCOC Investor) or (ii) the Company makes such information available through public filings on the XXXXX system or any successor or replacement system of the U.S. Securities and Exchange Commission; and (ii) make appropriate officers of the Company and its Subsidiaries and members of the Board available periodically and at such times as reasonably requested by such VCOC Investor for consultation with such VCOC Investor or its designated representative with respect to matters relating to the business and affairs of the Company and its Subsidiaries. (b) The Company agrees to consider, in good faith, the recommendations of each VCOC Investor 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 the Company. (c) Any VCOC Investor, for so long as such VCOC Investor directly or indirectly, or through one or more Subsidiaries, continues to hold any Securities (or other securities of the Company into which such Securities may be converted or for which such Securities may be exchanged) shall be an express third party beneficiary of this Section 3.53.4.

VCOC Investors. (a) With respect to (X) each SLP Stockholder, MSD Partners Stockholder and MSD Partners Co-Investor and (Y) each Affiliate thereof that directly or indirectly has an interest in the Company, in each such case of (X) and (Y) that is intended to qualify as a “venture capital operating company” as defined in the Plan Asset Regulations (each, a “VCOC Investor”), for so long as the VCOC Investor, directly or through one or more Subsidiaries, continues to hold any Securities (or other securities of the Company into which such Securities may be converted or for which such Securities may be exchanged), in each case, without limitation or prejudice of any the rights provided to the MD Stockholders or the SLP Stockholders hereunder, the Company shall, with respect to each such VCOC Investor: (i) provide such VCOC Investor or its designated representative with the following: (A) the information rights and the visitation rights set forth in Section 6.8(a)(i)(A5.7(a)(i)(A), (B), (C) and (F), Section 6.8(a)(ii5.7(a)(ii), Section 6.8(a)(iv5.7(a)(iv) and Section 6.8(b)(i)(B5.7(b)(i)(B) of this Agreement; (B) to the extent the Company or any of its Subsidiaries is required by law or pursuant to the terms of any outstanding indebtedness of the Company or such Subsidiary 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 or such Subsidiary as soon as available; and (C) copies of all materials provided to the Board at substantially the same time as provided to the members of the Board and, if requested, copies of the materials provided to the board of directors (or equivalent governing body) of any Subsidiary of the Company; provided, that the Company or such Subsidiary shall be entitled to exclude portions of such materials to the extent providing such portions would be reasonably likely to result in the waiver of attorney-client privilege; provided that solely for purposes of Section 3.5(a)(i)(A3.4(a)(i)(A), the obligation of the Company to deliver the materials described in Section 6.8(a)(i)(B5.7(a)(i)(B) and (C) pursuant to Section 3.5(a)(i)(A3.4(a)(i)(A) shall be deemed satisfied if (i) delivered by the Company to a designated representative of the VCOC Investor (it being understood that the designated representative shall be entitled to distribute copies of such materials to each VCOC Investor) or (ii) the Company makes such information available through public filings on the XXXXX system or any successor or replacement system of the U.S. Securities and Exchange Commission; and (ii) make appropriate officers of the Company and its Subsidiaries and members of the Board available periodically and at such times as reasonably requested by such VCOC Investor for consultation with such VCOC Investor or its designated representative with respect to matters relating to the business and affairs of the Company and its Subsidiaries. (b) The Company agrees to consider, in good faith, the recommendations of each VCOC Investor 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 the Company. (c) Any VCOC Investor, for so long as such VCOC Investor directly or indirectly, or through one or more Subsidiaries, continues to hold any Securities (or other securities of the Company into which such Securities may be converted or for which such Securities may be exchanged) shall be an express third party beneficiary of this Section 3.53.4.

VCOC Investors. (a) With respect to (X) each SLP StockholderPEC Holder who is not a PIK Party and, MSD Partners Stockholder and MSD Partners Co-Investor and (Y) at the request of a PEC Holder who is not a PIK Party, each Affiliate thereof that directly indirectly holds any PECs through one or indirectly has an interest in the Companymore wholly-owned conduit Subsidiaries, in each such case of (X) and (Y) case, that is intended to qualify as a “venture capital operating company” as defined in the Plan Asset Regulations (each, a “VCOC Investor”), for so long as the VCOC Investor, directly or through one or more conduit Subsidiaries, continues to hold any Securities (or other securities of the Company into which such Securities may be converted or for which such Securities may be exchanged), in each casePECs, without limitation or prejudice to any of any the rights provided to the MD Stockholders or the SLP Stockholders VCOC Investors hereunder, the Company Holdco shall, with respect to each such VCOC Investor: (i) provide such VCOC Investor or its designated representative with the followingwith: (A) the information rights right to visit and inspect any of the visitation rights set forth in Section 6.8(a)(i)(A)offices and properties of the Group and inspect and copy the books and records of the Group, (B), (C) and (F), Section 6.8(a)(ii), Section 6.8(a)(iv) and Section 6.8(b)(i)(B) of this Agreementas the VCOC Investor or its designated representative shall reasonably request; (B) as soon as available and in any event within 120 days after the end of each of the first three quarters of each fiscal year, consolidated balance sheets as of the end of such period, and consolidated statements of income and cash flows for the period then ended, in each case, of the Group prepared in conformity with generally accepted accounting principles applicable to Holdco applied on a consistent basis, except as otherwise noted therein, and subject to the absence of footnotes and to year-end adjustments; (C) as soon as available and in any event within 150 days after the end of each fiscal year, a consolidated balance sheet as of the end of such year, and consolidated statements of income and cash flows for the year then ended, in each case of the Group prepared in conformity with generally accepted accounting principles applicable to Holdco applied on a consistent basis, except as otherwise noted therein, together with an auditor’s report thereon of a firm of established national reputation; (D) to the extent the Company or any of its Subsidiaries Holdco is required by law or pursuant to the terms of any outstanding indebtedness of the Company or such Subsidiary Holdco 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 or such Subsidiary Holdco as soon as available; and; (CE) copies of all materials provided to the Holdco Board at substantially the same time as and in the manner provided to the members of the Board and, if requested, copies of the materials Holdco Board; provided to the board of directors (or equivalent governing body) of any Subsidiary of the Company; provided, that the Company or such Subsidiary Holdco shall be entitled to exclude portions of such materials to the extent providing such portions would be reasonably likely to result in the waiver of attorney-client privilege; provided that solely for purposes and (F) within a reasonable time following written request, copies of Section 3.5(a)(i)(A)all documents, the obligation financial data and other information regarding Holdco’s or any other member of the Company to deliver the materials described in Section 6.8(a)(i)(B) Group’s operations, activities, finances, and (C) pursuant to Section 3.5(a)(i)(A) shall be deemed satisfied if (i) delivered by the Company to a designated representative of accounts as the VCOC Investor (it being understood that the or its designated representative shall be entitled to distribute copies of such materials to each VCOC Investor) or (ii) the Company makes such information available through public filings on the XXXXX system or any successor or replacement system of the U.S. Securities and Exchange Commission; andreasonably request; (ii) make appropriate officers and/or directors of each member of the Company and its Subsidiaries and members of the Board Group available periodically and at such times as reasonably requested by such the VCOC Investor for consultation with such the VCOC Investor or its designated representative with respect to matters relating to the business business, finances, accounts and affairs of the Company Group, including significant changes in management personnel and compensation of employees, introduction of new products or new lines of business, important acquisitions or dispositions of plants and equipment, significant research and development programs, the purchasing or selling of important trademarks, licenses or concessions or the proposed commencement or compromise of significant litigation; (iii) to the extent consistent with applicable law (and with respect to events which require public disclosure, only following Holdco’s public disclosure thereof through applicable securities law filings or otherwise), inform the VCOC Investor or its Subsidiariesdesignated representative in advance with respect to any significant corporate actions, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of Holdco, and to provide the VCOC Investor or its designated representative with the right to consult with Holdco with respect to such actions; and (iv) provide the VCOC Investor or its designated representative with such other financial or other information and rights of consultation which the VCOC Investor’s counsel may determine to be reasonably necessary under applicable legal authorities promulgated after the date hereof to qualify its PEC investment in Holdco as a “venture capital investment” for purposes of the Plan Asset Regulations. (b) The Company Holdco and each member of the Group agrees to consider, in good faith, the recommendations of each the VCOC Investor 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 Holdco and the Companymembers of the Group. (c) Any VCOC Investor, for so long as such In the event that a VCOC Investor directly or indirectly, or through one or more Subsidiaries, continues delivers an opinion of counsel (which opinion may assume that Holdco has ceased to hold any Securities qualify as an “operating company” within the meaning of the Plan Asset Regulations) to the effect that if the PECs held by the VCOC Investor (or other securities of the Company into which such Securities PECs may be converted or for which such Securities PECs may be exchanged) cease to qualify as a “venture capital investment” and the VCOC Investor would likely cease to qualify as a “venture capital operating company” (as defined in the Plan Asset Regulations) after the end of such VCOC Investor’s next “annual valuation period” (as defined in the Plan Asset Regulations), then the Holders and Holdco will cooperate in good faith to take all reasonable action necessary to provide that at least 51% of the Original Investment held by such VCOC Investor shall be an express third party beneficiary of this Section 3.5continue to qualify as a “venture capital investment” (as defined in the Plan Asset Regulations).

VCOC Investors. (a) With respect to (X) each SLP StockholderPEC Holder and, MSD Partners Stockholder and MSD Partners Co-Investor and (Y) at the request of a PEC Holder, each Affiliate thereof that directly indirectly holds any PECs through one or indirectly has an interest in the Companymore wholly-owned conduit Subsidiaries, in each such case of (X) and (Y) case, that is intended to qualify as a “"venture capital operating company” " as defined in the Plan Asset Regulations (each, a “"VCOC Investor”"), for so long as the VCOC Investor, directly or through one or more conduit Subsidiaries, continues to hold any Securities (or other securities of the Company into which such Securities may be converted or for which such Securities may be exchanged), in each casePECs, without limitation or prejudice to any of any the rights provided to the MD Stockholders or the SLP Stockholders VCOC Investors hereunder, the Company Holdco shall, with respect to each such VCOC Investor: (i) provide such VCOC Investor or its designated representative with the followingwith: (A) the information rights right to visit and inspect any of the visitation rights set forth in Section 6.8(a)(i)(A)offices and properties of the Group and inspect and copy the books and records of the Group, (B), (C) and (F), Section 6.8(a)(ii), Section 6.8(a)(iv) and Section 6.8(b)(i)(B) of this Agreementas the VCOC Investor or its designated representative shall reasonably request; (B) as soon as available and in any event within 120 days after the end of each of the first three quarters of each fiscal year, consolidated balance sheets as of the end of such period, and consolidated statements of income and cash flows for the period then ended, in each case, of the Group prepared in conformity with generally accepted accounting principles applicable to Holdco applied on a consistent basis, except as otherwise noted therein, and subject to the absence of footnotes and to year-end adjustments; (C) as soon as available and in any event within 150 days after the end of each fiscal year, a consolidated balance sheet as of the end of such year, and consolidated statements of income and cash flows for the year then ended, in each case of the Group prepared in conformity with generally accepted accounting principles applicable to Holdco applied on a consistent basis, except as otherwise noted therein, together with an auditor's report thereon of a firm of established national reputation; (D) to the extent the Company or any of its Subsidiaries Holdco is required by law or pursuant to the terms of any outstanding indebtedness of the Company or such Subsidiary Holdco 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 or such Subsidiary Holdco as soon as available; and; (CE) copies of all materials provided to the Board at substantially the same time as Holdco Board; provided to the members of the Board and, if requested, copies of the materials provided to the board of directors (or equivalent governing body) of any Subsidiary of the Company; provided, that the Company or such Subsidiary Holdco shall be entitled to exclude portions of such materials to the extent providing such portions would be reasonably likely to result in the waiver of attorney-client privilege; provided that solely for purposes and (F) within a reasonable time following written request, copies of Section 3.5(a)(i)(A)all documents, the obligation financial data and other information regarding Holdco's or any other member of the Company to deliver the materials described in Section 6.8(a)(i)(B) Group's operations, activities, finances, and (C) pursuant to Section 3.5(a)(i)(A) shall be deemed satisfied if (i) delivered by the Company to a designated representative of accounts as the VCOC Investor (it being understood that the or its designated representative shall be entitled to distribute copies of such materials to each VCOC Investor) or (ii) the Company makes such information available through public filings on the XXXXX system or any successor or replacement system of the U.S. Securities and Exchange Commission; andreasonably request; (ii) make appropriate officers and/or directors of each member of the Company and its Subsidiaries and members of the Board Group available periodically and at such times as reasonably requested by such the VCOC Investor for consultation with such the VCOC Investor or its designated representative with respect to matters relating to the business business, finances, accounts and affairs of the Company Group, including significant changes in management personnel and compensation of employees, introduction of new products or new lines of business, important acquisitions or dispositions of plants and equipment, significant research and development programs, the purchasing or selling of important trademarks, licenses or concessions or the proposed commencement or compromise of significant litigation; (iii) to the extent consistent with applicable law (and with respect to events which require public disclosure, only following Holdco's public disclosure thereof through applicable securities law filings or otherwise), inform the VCOC Investor or its Subsidiariesdesignated representative in advance with respect to any significant corporate actions, including extraordinary dividends, mergers, acquisitions or dispositions of assets, issuances of significant amounts of debt or equity and material amendments to the organizational documents of Holdco, and to provide the VCOC Investor or its designated representative with the right to consult with Holdco with respect to such actions; and (iv) provide the VCOC Investor or its designated representative with such other financial or other information and rights of consultation which the VCOC Investor's counsel may determine to be reasonably necessary under applicable legal authorities promulgated after the date hereof to qualify its PEC investment in Holdco as a "venture capital investment" for purposes of the Plan Asset Regulations. (b) The Company Holdco and each member of the Group agrees to consider, in good faith, the recommendations of each the VCOC Investor 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 Holdco and the Company. (c) Any VCOC Investor, for so long as such VCOC Investor directly or indirectly, or through one or more Subsidiaries, continues to hold any Securities (or other securities members of the Company into which such Securities may be converted or for which such Securities may be exchanged) shall be an express third party beneficiary of this Section 3.5.Group. ARTICLE VI