Common use of Alternative IPO Entities Clause in Contracts

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.

Appears in 3 contracts

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

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

Appears in 3 contracts

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

Alternative IPO Entities. In the event that any member of the Company Group elects to effect a public offering an Underwritten Offering of equity securities of any of its parent entities or subsidiaries (each such entity, an the “Alternative IPO Entity”) 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 Company shall cause any such the Alternative IPO Entity to enter into an agreement with the Holders Stockholders that provides the Holders Stockholders with registration Registration rights with respect to the equity securities of such 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 Holders Stockholders in this Agreement.

Appears in 1 contract

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

Alternative IPO Entities. In the event that the Company elects to effect a an underwritten public offering of equity securities of any parent company or subsidiary of its parent entities or subsidiaries the Company (each such entity, an the “Alternative IPO Entity”) rather than the equity securities of the Company, whether as a result of a reorganization of the Company or otherwise, the Company shall cause any such the Alternative IPO Entity to enter into an agreement with the Holders Stockholders that provides the Holders Stockholders with registration rights with respect to the equity securities of such the Alternative IPO Entity that are substantially the same as, and in any event no less favorable in the aggregate to, similar to the registration rights provided to the Holders Stockholders in this Agreement.

Appears in 1 contract

Samples: Addendum Agreement (ATD Corp)

Alternative IPO Entities. In the event that the Company in its discretion elects to effect a public an underwritten registered offering of equity securities of any subsidiary or parent of its parent entities or subsidiaries the Company (each such entitycollectively, an “Alternative IPO EntityEntities”) 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 any such the Alternative IPO Entity to enter into an agreement with the Holders Investors that provides the Holders Investors with registration rights with respect to the equity securities of such 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 Investors in this Agreement.

Appears in 1 contract

Samples: Rights Agreement (TheRealReal, Inc.)

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

Appears in 1 contract

Samples: Registration Rights Agreement (AMERICAN POWER GROUP Corp)

Alternative IPO Entities. In the event that the Company Corporation elects to effect a public an underwritten registered offering of equity securities of any subsidiary or parent of its parent entities or subsidiaries the Corporation (each such entitycollectively, an “Alternative IPO EntityEntities”) rather than the equity securities of the CompanyCorporation, whether as a result of a reorganization of the Corporation or otherwise, the Company Parties shall cause any such the Alternative IPO Entity to enter into an agreement with the Holders Parties that provides the Holders Parties with registration rights with respect to the equity securities of such the Alternative IPO Entity that such Parties beneficially own that are substantially the same as, and in any event no less favorable in the aggregate to, the registration rights provided to the Holders Parties in this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (WeWork Inc.)

Alternative IPO Entities. In the event that the Company elects to effect a public an underwritten registered offering of equity securities of any subsidiary or parent of its parent entities or subsidiaries the Company (each such entitycollectively, an “Alternative IPO EntityEntities”) rather than the equity securities of the Company, whether as a result of a reorganization of the Company or otherwise, the Company Parties shall cause any such the Alternative IPO Entity to enter into an agreement with the Holders Parties that provides the Holders Parties with registration rights with respect to the equity securities of such the Alternative IPO Entity that such Parties beneficially own that are substantially the same as, and in any event no less favorable in the aggregate to, the registration rights provided to the Holders Parties in this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (AFC Gamma, Inc.)

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