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:
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:
VCOC Rights. Each of the Corporation and Holdings hereby agrees that, subject to any contractual obligations of confidentiality, reasonable restrictions on the use and disclosure of such information and the Corporation’s and Holdings’ right to limit such disclosure to comply with applicable securities laws and fiduciary duties, it shall, with respect to each Securityholder and, at the request of the Securityholder, each Affiliate thereof that indirectly has an interest in the Corporation or Holdings through such Securityholder, in each case that is intended to qualify as a “venture capital operating company” within the meaning of 29 C.F.R. § 2510.3-101(d) (each, a “VCOC Investor”):
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. 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. (a) With respect to each H&F Continuing Member and, at the request of an H&F Continuing Member, each Affiliate thereof that indirectly has an interest in the Company and that acknowledges and agrees to be bound by Section 11.6, in each case that is intended to qualify as a “venture capital operating company” as defined in the Plan Asset Regulations (each, a “VCOC Equityholder”), for so long as the VCOC Equityholder, directly or through one or more conduit Subsidiaries, continues to hold any Equity Securities of the Company (or any securities into which such Equity Securities may be converted or exchanged), in each case without limitation or prejudice of any of the rights provided to any of the H&F Continuing Members hereunder, the Company shall, with respect to each such VCOC Equityholder:
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:
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) 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:
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.
