Alternative IPO Entities. In the event that the Company elects to effect a public offering of equity securities of any of its parent entities or subsidiaries (each such entity, an “Alternative IPO Entity”) rather than the equity securities of the Company, whether as a result of a reorganization or otherwise, the Company shall cause any such Alternative IPO Entity to enter into an agreement with the Holders that provides the Holders with registration rights with respect to the equity securities of such Alternative IPO Entity that are substantially the same as, and in any event no less favorable in the aggregate to, the registration rights provided to the Holders in this Agreement.
Alternative IPO Entities. In the event that any MCRC Party or the General Partner elects to effect an underwritten registered offering of equity securities of any of its directly or indirectly owned subsidiaries or any other entity through which it directly or indirectly maintains an interest in the Partnership (excluding any registered offerings of equity securities directly by the Partnership) or if such offering involves the formation of a public UPREIT or an UPREIT beneath a public entity (in either case, collectively, the “Alternative IPO Entities”), rather than the equity securities of the Partnership (provided the applicable MCRC Party or the General Partner has received written consent of the Holders to effect such registered offering in accordance with the terms of the Second Amended and Restated LP Agreement if and to the extent required), the MCRC Parties and the General Partner shall cause the Alternative IPO Entity to enter into an agreement with the Holders that provides the Holders with registration rights with respect to the equity securities of the Alternative IPO Entity that are substantially the same as, and in any event no less favorable in the aggregate to, the registration rights provided to the Holders under this Agreement (including making appropriate provision, if necessary, for any Common Units to be convertible or exchangeable by Holders for substantially similar equity securities of the Alternative IPO Entity).
Alternative IPO Entities. In the event that the Partnership elects to effect an underwritten public offering of equity securities of the Partnership or any subsidiary of the Partnership (other than the Corporation) (such entity, the “Alternative IPO Entity”) rather than the equity securities of the Corporation whether as a result of a reorganization of the Corporation or otherwise, the Partnership and the Corporation shall cause the Alternative IPO Entity to enter into an Agreement with the Investors that provides the Investors with registration rights with respect to the equity securities of the Alternative IPO Entity that are substantially identical to the registration rights provided to the Investors in this Agreement.
Alternative IPO Entities. In the event that the Company elects to effect an underwritten public offering of equity securities of any parent entity or subsidiary of the Company (such entity, the “Alternative IPO Entity”) rather than the equity securities of the Company whether as a result of a reorganization of the Company (including by merger, consolidation, recapitalization, transfer or sale of shares or assets, or contribution of assets and/or liabilities, or any liquidation, exchange of securities, conversion of entity, migration of entity, formation of new entity) or otherwise, the Company shall cause the Alternative IPO Entity to enter into an agreement with the Investors that provides the Investors with registration rights with respect to the equity securities of the Alternative IPO Entity that are no less favorable in the aggregate to the registration rights provided to the Investors pursuant to this Agreement.
Alternative IPO Entities. In the event that the Company, Intermediate Holdings or J. Crew elect to effect an underwritten public offering of equity securities of any of their respective parent entities or subsidiaries (each such entity, an “Alternative IPO Entity”) rather than the equity securities of the Company, Intermediate Holdings or J. Crew, whether as a result of a reorganization or otherwise, the Company, Intermediate Holdings or J. Crew (as applicable) shall cause any such Alternative IPO Entity to enter into an agreement with the Sponsors that provides the Sponsors with registration rights with respect to the equity securities of such Alternative IPO Entity that are substantially the same as, and in any event no less favorable in the aggregate to, the registration rights provided to the Sponsors in this Agreement.
Alternative IPO Entities. In the event that the Company, EFH or any of its subsidiaries elects, subject to the terms and conditions of the Investor Rights Agreement, to effect an underwritten public offering of equity securities for an entity, the only material asset of which is its direct or indirect interest in the Company or all or substantially all of the assets of the Company (such entity, the “Alternative IPO Entity”), rather than the LLC Units, whether as a result of a reorganization of the Company or otherwise, and subject in each case to the provisions of the Investor Rights Agreement, EFH and the Company shall cause the Alternative IPO Entity to enter into an agreement with the Shareholders (or (i) if the Alternative IPO Entity is a Shareholder, then with respect to that Shareholder, that Shareholder’s parent entity, and (ii) upon the consummation of an Equity and Debt Transfer (as defined in the Investor Rights Agreement), then, with respect to the Minority Member, the Indirect Shareholders (as defined in the Investor Rights Agreement)) that provides the Shareholders (or such parent entity or group of Indirect Shareholders, as applicable) with registration rights with respect to the equity securities of the Alternative IPO Entity that are substantially the same as, and in any event no less favorable in the aggregate to, the registration rights provided to the Shareholders in this Agreement; provided that, for purposes of providing registration rights to the Indirect Shareholders, the Indirect Shareholders shall be treated as a single entity and the sufficiency of such registration rights shall be considered on the basis of the aggregate registration rights granted to the Indirect Shareholders collectively. Subject to the provisions of the Investor Rights Agreement, the Shareholders agree to cooperate and take all necessary or desirable actions to effect any such reorganization, recapitalization, restructuring or similar transaction, including the conversion of the LLC Units into a substantially equivalent common equity security in the Alternative IPO Entity (acknowledging that the Alternative IPO Entity may be an entity treated as a corporation for federal income tax purposes).
Alternative IPO Entities. If the entity registering equity securities in connection with the IPO is a parent company or subsidiary of the Company (such entity, the “Alternative IPO Entity”) rather than the Company, whether as a result of a reorganization of the Company or otherwise, the Company and Holders shall take such action as may be necessary to cause the Alternative IPO Entity to become a party hereto, with the rights, benefits and obligations of the Company hereunder or, to the extent the Institutional Investors deem appropriate, enter into a registration rights agreement with respect to the equity securities of the Alternative IPO Entity with terms that are substantially similar (to the extent practicable) to, mutatis mutandis, the terms of this Agreement. [REMAINDER OF PAGE INTENTIONALLY BLANK]
Alternative IPO Entities. In the event that (i) the Company, Intermediate Holdings or Emdeon or (ii) H&F (in connection with the exercise of its H&F Liquidity Right), in either such case, elect to effect an underwritten public offering of equity securities of any of the parent entities or subsidiaries of the Company (each such entity, an “Alternative IPO Entity”) rather than the equity securities of the Company, Intermediate Holdings or Emdeon, whether as a result of a reorganization or otherwise, and in the case of each of the foregoing clauses (i) and (ii), Blackstone and H&F have each provided their prior written consent with respect thereto, the Company, Intermediate Holdings or Emdeon (as applicable) shall cause any such Alternative IPO Entity to negotiate in good faith to enter into an agreement with the Sponsors that provides the Sponsors and Other Investors that are Affiliates of a Sponsor with registration rights with respect to the equity securities of such Alternative IPO Entity that are the same as the registration rights provided to the Sponsors and Other Investors that are Affiliates of a Sponsor in this Agreement.
