Common use of Alternative IPO Entities Clause in Contracts

Alternative IPO Entities. In the event that the Company elects to effect an underwritten registered offering of equity securities of any subsidiary or parent of the Company (collectively, “Alternative IPO Entities”) rather than the equity securities of the Company, whether as a result of a reorganization of the Company or otherwise, the Investors and 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 substantially the same as, and in any event no less favorable in the aggregate to, the registration rights provided to the Investors in this Agreement.

Appears in 3 contracts

Samples: Registration Rights Agreement (ASP Isotopes Inc.), Registration Rights Agreement (ASP Isotopes Inc.), Registration Rights Agreement (Xponential Fitness, Inc.)

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Alternative IPO Entities. In the event that the Company elects to effect an underwritten registered a public offering of equity securities of any subsidiary of its parent entities or parent of the Company subsidiaries (collectivelyeach such entity, an “Alternative IPO EntitiesEntity”) rather than the equity securities of the Company, whether as a result of a reorganization of the Company or otherwise, the Investors and the Company shall cause the any such Alternative IPO Entity to enter into an agreement with the Investors Holders that provides the Investors Holders with registration rights with respect to the equity securities of the 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 Investors Holders in this Agreement.

Appears in 3 contracts

Samples: Registration Rights Agreement (Achilles Therapeutics PLC), Registration Rights Agreement (Achilles Therapeutics LTD), Registration Rights Agreement (BICYCLE THERAPEUTICS LTD)

Alternative IPO Entities. In the event that the Company Corporation elects to effect an underwritten registered offering of equity securities of any subsidiary or parent of the Company Corporation (collectively, “Alternative IPO Entities”) rather than the equity securities of the CompanyCorporation, whether as a result of a reorganization of the Company Corporation or otherwise, the Investors Holders and the Company Corporation shall cause the Alternative IPO Entity to enter into an agreement with the Investors Holders that provides the Investors 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 Investors Holders in this Agreement.

Appears in 3 contracts

Samples: Transaction Agreement (TPCO Holding Corp.), Transaction Agreement and Plan of Reorganization (TPCO Holding Corp.), Registration Rights Agreement (TPCO Holding Corp.)

Alternative IPO Entities. In the event that the Company in its discretion elects to effect an underwritten registered offering of equity securities of any subsidiary or parent of the Company (collectively, “Alternative IPO Entities”) rather than the equity securities of the Company, whether as a result of a reorganization of the Company or otherwise, the Investors and 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 substantially the same as, and in any event no less favorable in the aggregate to, the registration rights provided to the Investors in this Agreement.

Appears in 1 contract

Samples: Investors’ Rights Agreement (TheRealReal, Inc.)

Alternative IPO Entities. In the event that any member of the Company Group elects to effect an underwritten registered offering Underwritten Offering of equity securities of any subsidiary or parent of (such entity, the Company (collectively, “Alternative IPO EntitiesEntity”) rather than an Underwritten Offering of the equity securities of the Company, whether as a result of a reorganization of the Company or otherwise, the Investors and the Company shall cause the Alternative IPO Entity to enter into an agreement with the Investors Stockholders that provides the Investors Stockholders with registration Registration rights with respect to the equity securities of the Alternative IPO Entity that are substantially similar to the same as, and in any event no less favorable in the aggregate to, the registration Registration rights provided to the Investors Stockholders in this Agreement.

Appears in 1 contract

Samples: Investment and Stockholders’ Agreement (PDL Biopharma, Inc.)

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Alternative IPO Entities. In the event that the Company Partnership elects to effect an underwritten registered public offering of equity securities of the Partnership or any subsidiary or parent of the Company Partnership (collectivelyother than the Corporation) (such entity, the “Alternative IPO EntitiesEntity”) rather than the equity securities of the Company, Corporation whether as a result of a reorganization of the Company Corporation or otherwise, the Investors Partnership and the Company Corporation shall cause the Alternative IPO Entity to enter into an agreement 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 the same as, and in any event no less favorable in the aggregate to, identical to the registration rights provided to the Investors in this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (First Data Corp)

Alternative IPO Entities. In the event that the Company elects to effect an underwritten registered offering of the IPO with equity securities of any subsidiary or new parent of the Company (collectively, “Alternative IPO Entities”) rather than the equity securities of the Company, whether as a result of a reorganization of the Company or otherwise, the Investors Subscriber and the Company shall cause the Alternative IPO Entity to enter into an agreement with the Investors Subscriber that provides the Investors Subscriber 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 Investors Subscriber in this Agreement.

Appears in 1 contract

Samples: Subscription Agreement (CRISPR Therapeutics AG)

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