VCOC Rights. The Company and Desert Newco each hereby agree that, with respect to each Investor Party or any Affiliate of an Investor Party that directly or indirectly has an interest in the Company, Desert Newco, or any of their respective Subsidiaries that is intended to qualify such investment as a “venture capital investment” (as defined in the U.S. Department of Labor regulation codified at 29 C.F.R. Section 2510.3-01) (each such Investor Party and Affiliate referred to as a “VCOC Investor”), without limitation on, or prejudice to, any of the other rights provided to the Investor Parties under this Agreement, the Company and Desert Newco shall, subject to each of the Company’s and Desert Newco’s respective reasonable restriction on the use and disclosure of such information and each of the Company’s and Desert Newco’s respective right to limit such disclosure to comply with applicable securities laws or their respective fiduciary duties:
(a) Provide each VCOC Investor or its designated representative with: (i) the right to visit and inspect any of the offices and properties of the Company, Desert Newco, and any of their respective Subsidiaries and inspect and copy the books and records of the Company, Desert Newco and their respective Subsidiaries, at such times as the VCOC Investor shall reasonably request but not more frequently than once per quarter; (ii) as soon as available and in any event within 90 days after the end of each quarter of each fiscal year of the Company (or 120 days for fiscal year end), consolidated balance sheets and statements of income and cash flows of the Company and its Subsidiaries for the period or year then ended, as applicable, prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, and with respect to each fiscal year end statement together with an auditor’s report thereon of a firm of established national reputation; and (iii) 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, Desert Newco or any of their respective Subsidiaries as soon as available, 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.
(b) Make appropriate officers and directors of the Company, Desert Newco, and their respective Subsidiaries, available periodically and...
VCOC Rights. With respect to any GS Investor, TPG Investor or any Permitted Transferee that is intended to qualify as a “venture capital operating company” as defined in the Plan Asset Regulations (each Person, a “VCOC Entity”), for so long as such VCOC Entity, directly or indirectly, continues to hold any Shares, without limitation or prejudice of any of the rights provided to the Investors hereunder, the Company and its Subsidiaries shall provide such VCOC Entity with all information and access rights necessary to satisfy applicable VCOC requirements, and the Company and its Subsidiaries shall enter into a customary VCOC management rights letter setting forth the terms and conditions pursuant to which the Company and its Subsidiaries will provide such information and access rights.
VCOC Rights. Certain rights set forth in this Article V are, in part, intended to satisfy the requirement of contractual management rights for purposes of qualifying the ownership interests of each of certain Investor Stockholders in the Company as venture capital investments for purposes of the Department of Labor’s “plan assets” regulations (“Contractual Management Rights”), and in the event such rights are not satisfactory for such purpose or are lost by reason of the operation of this Agreement, the Company and each of such Investor Stockholders shall reasonably cooperate in good faith to agree upon mutually satisfactory Contractual Management Rights which satisfy such regulations.
VCOC Rights. (a) The APAX Limited Partner (and the other Limited Partners in the case of clauses (iii)-(v)) shall be entitled to the following rights with respect to the Partnership:
(i) The APAX Limited Partner shall be permitted to consult with the General Partner on significant business issues, including the General Partner's proposed annual operating plans, and the General Partner will make itself available to meet with the APAX Limited Partner regularly during each year at mutually agreeable times for such consultation and to review progress in achieving said plans.
(ii) In the event of any material development to or affecting the Partnership, the General Partner shall notify the APAX Limited Partner and provide the APAX Limited Partner with the opportunity, on reasonable prior written notice, to consult with the General Partner of its views with respect thereto.
(iii) Each Limited Partner may examine the books and records of the Partnership and visit and inspect its facilities and may reasonably request information at reasonable times and intervals concerning the general status of the Partnership's financial conditions and operations.
(iv) On reasonable prior written notice, each Limited Partner may discuss the business operations, properties and financial and other conditions of the Partnership with the General Partner and with the Partnership's independent accountants and advisors.
(v) Each Limited Partner shall be entitled to request that the Partnership provide, when available, copies of (i) all financial statements, forecasts and projections provided to or approved by the General Partner; (ii) all consolidated balance sheets and consolidated statements of income and cash flows; (iii) all notices, minutes, proxy materials, consents and correspondence and other material that it provides to Limited Partners; (iv) any letter issued to the Partnership by its accountants with respect to the Partnership's internal controls; (v) any documents filed by the Partnership with the United States Securities and Exchange Commission or any other governmental entity; and (vi) such other business and financial data as such Limited Partner reasonably may request in writing from time to time.
(b) Each Limited Partners agrees that it will not disclose to any third party any information provided to it by the Partnership which is not generally available to the public or which is specifically designated by the Partnership as confidential, except with the prior express approval of th...
VCOC Rights. The Company shall take any actions reasonably requested by Parent in order for Parent to comply with its obligations under Section 7.7 (VCOC Members; Information Rights) and Section 9.9 (VCOC Distributions) of the LLC Agreement.
VCOC Rights. If any Holder notifies the Company in writing that such Holder desires to be granted those rights set forth in Exhibit 10.21 attached hereto by the Parent and the Company because such rights are necessary or advisable under applicable legal authorities to qualify such Holder’s investment in the Notes or in Equity Interests in the Parent as a “venture capital investment” (as defined in the regulations issued by the United States Department of Labor set forth in 29 C.F.R. 2510.3-101(d)(3)(i) or any successor regulation thereto), then, upon providing such a notice and without the consent of any other party hereto, the Parent, the Company and such Holder shall execute a letter agreement substantially in the form set forth in Exhibit 10.21 attached hereto.
VCOC Rights. (a) In order to permit compliance with applicable laws (including, without limitation, Department of Labor “plan asset” regulations, 29 C.F.R. §§2510.3-101) and to facilitate the input of the Advent Funds with respect to the management of the business of the Company, the Company agrees to grant the Advent Funds the rights described below and the Company further agrees that it will give due consideration to such input as may be provided by the Advent Funds in exercise of such rights:
(i) at reasonable times and on reasonable notice, the right to discuss, and provide advice with respect to, the business operations, properties and financial and other conditions of the Company with each of the Company’s officers, employees and managers and the right to consult with and advise the senior management of the Company on matters materially affecting the business and affairs of the Company;
(ii) at reasonable times and on reasonable notice, the right to submit business proposals or suggestions to the senior management of the Company from time to time and to have such proposals or suggestions reasonably considered; and
(iii) the right: (A) to visit the business premises and other properties of the Company during normal business hours and on reasonable notice; (B) to receive the budgets and financial statements of the Company; (C) to examine the books and records of each of the Company during normal business hours and on reasonable notice; and (D) to request such other information at reasonable times and intervals in light of the Company’s normal business operations concerning the general status of the Company’s business, financial condition and operations but only to the extent such information is reasonably available to the Company and in a format consistent with how the Company maintains such information.
(b) In the event the Advent Funds demonstrate to the Company that the above-mentioned rights do not satisfy the requirement of management rights for the purpose of qualifying the Advent Funds’ ownership of an equity interest in the Company as a venture capital investment for purposes of the Department of Labor “plan asset” regulations, 29 C.F.R. §§2510.3-101, the Company and the Advent Funds shall reasonably cooperate in good faith to agree upon mutually satisfactory consultation rights which satisfy such regulations. The rights afforded by this Section 5.4 shall be assignable to any Person who is a transferee of the Advent Funds’ interest in the Company.
(c) Any p...
VCOC Rights. (a) Holdings hereby agrees, that with respect to each Centerbridge Stockholder and each affiliate thereof that indirectly has an investment in Holdings, in each case that is intended to qualify its direct or indirect investment in Holdings as a “venture capital investment” as defined in the United States Department of Labor Regulation published at 29 C.F.R. Section 2510.3-101(d) as amended from time to time (the “Plan Asset Regulations”) (each, a “VCOC Investor”), for so long as such VCOC Investor, directly or through one or more Subsidiaries, continues to hold any Shares or Share Equivalents (or other securities of Holdings into which such Shares may be converted or for which such Shares may be exchanged), Holdings shall, without limitation or prejudice to any of the rights provided to the Stockholders hereunder, with respect to each such VCOC Investor:
(i) provide each VCOC Investor or its designated representative with (A) the right to inspect upon reasonable prior notice any of the offices and properties of Holdings and its Subsidiaries and inspect and copy the books and records of Holdings and its Subsidiaries at such times as the VCOC Investor shall reasonably request, (B) all information rights and copies of all materials described in Section 5.2 of this Agreement; (C) to the extent Holdings or any of its Subsidiaries is required by law or pursuant to the terms of any outstanding indebtedness of Holdings 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 Securities Exchange Act of 1934, actually prepared by Holdings or such Subsidiary as soon as available; and (D) copies of all materials provided to the Holdings Board at the same time as provided to the Directors and if requested, copies of all materials provided to the board of directors of each of Holdings’ Subsidiaries;
(ii) make appropriate officers and directors of Holdings and its Subsidiaries available periodically at mutually agreeable times for consultation with each VCOC Investor or its designated representative with respect to matters relating to the business and affairs of Holdings 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 trad...
VCOC Rights. In the event, and to the extent that, it is reasonably determined that the rights afforded to the Purchasers pursuant to this Covenants Annex are not sufficient for purposes of the Department of Labor’s “plan assets” regulations, to the extent such plan assets regulations applies to the investment in the Series C Preferred, the Purchasers and the Corporation shall cooperate in good faith to agree upon mutually satisfactory management access and information rights which satisfy such regulations.
VCOC Rights. (a) With respect to each Investor Securityholder and each Affiliated Entity or a controlled Affiliate of an Investor Securityholder (for so long as they are controlled Affiliates thereof), in each case that is intended to qualify as a “venture capital operating company” as defined in the Plan Asset Regulations, that holds Securities or Conversion Shares (each, a “VCOC Investor Securityholder”), at the written request of such VCOC Investor Securityholder, the Company shall, with respect to each such VCOC Investor Securityholder:
(i) provide such VCOC Investor Securityholder or its designated representative with the following: (1) 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, as the VCOC Investor Securityholder shall reasonably request; (2) copies of the information set forth in Section 7.7(a) and 7.7(b); and (3) from and after the time, if any, that no Appointed Director is serving on the Board pursuant to the rights afforded hereunder and under the Certificate of Designation, copies of all materials provided to the Board at the same time provided to the members of the Board; and
(ii) make appropriate officers of the Company and members of the Board available periodically and at such times as reasonably requested by such VCOC Investor Securityholder for consultation with such VCOC Investor Securityholder or its designated representative with respect to matters (subject to the confidentiality provisions and procedures described in Section 7.7(c)) relating to the business and affairs of the Company and its Subsidiaries. The Company reserves the right to withhold any information and restrict access pursuant to this Section 7.8(a) to the extent such information or access could adversely affect the attorney-client privilege between the Company and its counsel. Notwithstanding anything herein to the contrary, in no event will the Company have any obligation to disclose any information to any Person pursuant to the terms of this Agreement if such Person is not subject to the confidentiality obligations of Section 7.9.
(b) The Company agrees to consider, in good faith, the recommendations of each VCOC Investor Securityholder 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 Com...
