Venture Capital Operating Company. From the Effective Time until the date that Shareholder and its Affiliates ceases to beneficially own shares of Parent Common Stock in an amount at least equal to one percent (1%) of the total outstanding shares of Parent, Parent will ensure that upon reasonable notice, Parent and its subsidiaries will afford to Shareholder and its representatives (including officers and employees of Shareholders, and counsel, accountants and other professionals retained by Shareholders) (i) such access during normal business hours to its books, records (excluding Tax Returns and associated work papers), properties and personnel and to such other information as Shareholder may reasonably request and (ii) reasonable opportunities to routinely consult with and advise the management of Parent and its subsidiaries, on matters relating to the operation of Parent and its subsidiaries. Parent agrees to consider, in good faith, the recommendations of Shareholder 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 Parent. This Section 3.05 shall survive any termination of this Agreement pursuant to clause (ii) of Section 5.02 of this Agreement.
Venture Capital Operating Company. At any time that a Limited Partner is subject to Title I of ERISA and twenty-five percent (25%) or more in interest of all Limited Partners (as measured by their aggregate Capital Accounts) are “benefit plan investors” (within the meaning of Department of Labor Regulation §2510.3-101(f)(2), 51 Fed. Reg. 41,282 (November 13, 1986) or any amendment or successor regulation), the Partnership will use its best efforts to ensure that the Partnership qualifies as a “venture capital operating company” (within the meaning of Department of Labor Regulation §2510.3-101(d), 51 Fed. Reg. 41,281 (November 13, 1986) or any amendment or successor regulation). Subject to SBA approval if and to the extent required, the General Partner shall have the authority to take any action it deems necessary in order to implement this Section 2.03.
Venture Capital Operating Company. For so long as an Investor's organizational documents require that the Investor have and maintain the status of a "venture capital operating company" (a "VCOC") as defined in the Department of Labor Regulations, Section 25101.3-101(d), -17- 21 such Investor shall, in addition to any rights such Investor may have under Sections 3.1 and 3.2 above, have the following rights:
(a) Such Investor shall be entitled to consult with and advise management of the Company on significant business issues, including management's proposed annual and quarterly operating plans, and management will meet with the Investor, upon the Investor's written request, within thirty days after the end of each fiscal quarter at the Company's facilities at mutually agreeable times for such consultation and advice and to review progress in achieving said plans;
(b) Such Investor may examine the books and records of the Company and inspect its facilities, and may request information at reasonable times and intervals concerning the general status of the Company's financial condition and operations, provided that access to highly confidential proprietary information and facilities need not be provided except to the extent provided to all Investors;
(c) If such Investor is not represented on the Company's Board of Directors, such Investor shall be deemed to be a Venture Investor for purposes of Section 3.7 hereof and shall be entitled to the rights, and subject to the obligations, of a Venture Investor under such Section; provided, however, that such Venture Investor need not satisfy any of the share ownership thresholds set forth in Section 3.7.
Venture Capital Operating Company. At any time that a Private Limited Partner is subject to Title I of ERISA and 25% or more in interest of all Private Limited Partners (as measured by their aggregate Capital Accounts) are “benefit plan investors” (within the meaning of Department of Labor Regulation Section 2510.3101(f)(2), 51 Fed. Reg. 41,282 (November 13, 1986) or any amendment or successor regulation), the Partnership will use its best efforts to ensure that the Partnership qualifies as a “venture capital operating company” (within the meaning of Department of Labor Regulation § 2510.3101(d), 51 Fed. Reg. 41,281 (November 13, 1986) or any amendment or successor regulation).
Venture Capital Operating Company. The Fund hereby represents to the Bank that the Fund is a venture capital operating company within the meaning of the Plan Asset Regulations, or, the Fund satisfies another exception under the Plan Asset Regulations such that the assets of the Fund are not "plan assets" within the meaning and as defined in the Plan Asset Regulations.
Venture Capital Operating Company. From the Effective Time until the date that the Shareholder and its Affiliates cease to beneficially own shares of common stock of German American in an amount at least equal to [two] percent ([2]%)] of the total outstanding shares of German American, German American will ensure that upon reasonable notice, German American and its subsidiaries will afford to the Shareholder and its representatives (including officers and employees of the Shareholder, and counsel, accountants and other professionals retained by the Shareholder) (i) such access during normal business hours to its books, records (excluding confidential bank supervisory communications, customer financial records, or other records or reports that are exempt from disclosure in accordance with applicable law or regulation), properties and personnel and to such other information as the Shareholder may reasonably request and (ii) reasonable opportunities to routinely consult with and advise the management of the German American and its subsidiaries, on matters relating to its or their operations. German American agrees to consider, in good faith, the recommendations of the Shareholder 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 German American. At the request of the Shareholder, German American will enter into a letter agreement with the Shareholder substantially in the form attached hereto as Exhibit B.
Venture Capital Operating Company. The Sponsor is a venture capital operating company within the meaning of the Plan Asset Regulations, or, the Sponsor satisfies another exception under the Plan Asset Regulations such that the assets of the Sponsor are not "plan assets" within the meaning and as defined in the Plan Asset Regulations.
Venture Capital Operating Company. Buyer's Parent is a "venture capital operating company" as defined in the Department of Labor regulations, Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the Code of Federal Regulations (the "PLAN ASSETS REGULATIONS") so that no investment as a limited partner in Buyer's Parent by any Pension Plan or Welfare Plan will result in the assets of Buyer's Parent constituting "plan assets" of said Pension Plan or Welfare Plan within the meaning of the Plan Assets Regulations and ERISA.
Venture Capital Operating Company. The General Partner may limit or exclude Limited Partners from the Fund so that the Fund does not have a Significant Percentage of ERISA Partners. If the General Partner does allow the Fund to have a Significant Percentage of ERISA Partners, the General Partner shall use commercially reasonable efforts to conduct the affairs and operations of the Fund so that the assets of the Fund will not be considered “plan assets” under ERISA or the DOL Regulation. Accordingly, if the Fund has accepted subscriptions from a Significant Percentage of ERISA Partners, the Fund will use commercially reasonable efforts to ensure that after the funding of the Fund’s initial Portfolio Company investment, the Fund qualifies as a “venture capital operating company” (within the meaning of DOL Regulation §2510.3-101(d)). To the extent required, the General Partner shall have the authority to take any action it deems necessary in order to implement this Section 13.1 including the authority to require the withdrawal of any ERISA Partner pursuant to Section 9.4 or to prevent any Limited Partner from acquiring or disposing of a Fund Interest under this Agreement in a manner that would cause the assets of the Fund to be deemed to be assets of any ERISA Partner or to delay or excuse the Capital Contribution of any Limited Partner.
Venture Capital Operating Company. A venture capital operating company as defined in the United States Department of Labor regulation published at Section 2510.3-101 of Title 29 of the Code of Federal Regulations or corresponding provisions of subsequent laws or regulations.
