Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the Stockholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a Stockholders agreement with the Stockholder that provides the Stockholder with rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement.
Appears in 5 contracts
Samples: Stockholders Agreement (Repay Holdings Corp), Stockholders Agreement (Thunder Bridge Acquisition LTD), Stockholders Agreement (Thunder Bridge Acquisition LTD)
Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the any Stockholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a Stockholders agreement with the Stockholder Stockholders that provides the Stockholder Entities with rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement.
Appears in 4 contracts
Samples: Stockholders Agreement (TaskUs, Inc.), Stockholders Agreement (Apria, Inc.), Stockholders Agreement (Apria, Inc.)
Spin-Offs or Split-Offs. In the event that the Company effects the separation of any material portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the Stockholder Shareholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a Stockholders shareholders agreement with the Stockholder Shareholder that provides the Stockholder Shareholder with rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement.
Appears in 4 contracts
Samples: Shareholder Agreement (FF Top Holding LLC), Shareholder Agreement (Faraday Future Intelligent Electric Inc.), Shareholder Agreement (Faraday Future Intelligent Electric Inc.)
Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the any Stockholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a Stockholders stockholders agreement with the Stockholder Stockholders that provides the Stockholder Entities with rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement.
Appears in 4 contracts
Samples: Stockholders Agreement (Invitation Homes Inc.), Stockholders Agreement (Starwood Waypoint Homes), Stockholders Agreement (Invitation Homes Inc.)
Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the Stockholder any Investor will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a Stockholders stockholders or investor rights agreement with the Stockholder Investors that provides the Stockholder Investors with rights vis-áà-vis such NewCo that are substantially identical to those set forth in this Agreement.
Appears in 3 contracts
Samples: Investor Rights Agreement (Abu Dhabi Investment Authority), Investor Rights Agreement (Blackstone Holdings III L.P.), Investor Rights Agreement (Alight Group, Inc.)
Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the any Principal Stockholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a Stockholders agreement with the Stockholder Principal Stockholders that provides the Principal Stockholder Entities with rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement.
Appears in 2 contracts
Samples: Stockholders Agreement (Bumble Inc.), Stockholders Agreement (Bumble Inc.)
Spin-Offs or Split-Offs. In the event that the Company effects the separation of any material portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the Stockholder applicable Investors will receive equity interests in any such NewCo as part of such separation, the Company shall cause take all Necessary Actions to procure that any such NewCo to enter enters into a Stockholders shareholders agreement with the Stockholder Investors that provides the Stockholder Investors with rights vis-á-vis such NewCo that are substantially identical to those set forth available to the Investors in this Agreementthe Company in their capacity as shareholders.
Appears in 2 contracts
Samples: Shareholders Agreement (ReNew Energy Global PLC), Shareholders Agreement (ReNew Energy Global PLC)
Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the any Stockholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a Stockholders agreement with the Stockholder Stockholders that provides the Stockholder Corsair Entities with rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement.
Appears in 2 contracts
Samples: Company Sponsor Stockholders Agreement (Repay Holdings Corp), Company Sponsor Stockholders Agreement (Thunder Bridge Acquisition LTD)
Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the any Stockholder will receive equity interests in any such NewCo as part of such separation, the Company shall use its reasonable best efforts to cause any such NewCo to enter into a Stockholders stockholders agreement with the Stockholder Stockholders that provides the Stockholder Entities with rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement.
Appears in 2 contracts
Samples: Stockholders Agreement (Tradeweb Markets Inc.), Stockholders Agreement (Tradeweb Markets Inc.)
Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the any Stockholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a Stockholders agreement with the Stockholder Stockholders that provides the such Stockholder with rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement.
Appears in 2 contracts
Samples: Founder Stockholders Agreement (Repay Holdings Corp), Founder Stockholders Agreement (Thunder Bridge Acquisition LTD)
Spin-Offs or Split-Offs. In the event that the Company effects the separation of any material portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the Stockholder applicable Investors will receive equity interests in any such NewCo as part of such separation, the Company shall cause take all Necessary Actions to procure that any such NewCo to enter enters into a Stockholders shareholders agreement with the Stockholder Investors that provides the Stockholder Investors with rights vis-á-vis á -vis such NewCo that are substantially identical to those set forth available to the Investors in this Agreementthe Company in their capacity as shareholders.
Appears in 2 contracts
Samples: Shareholders Agreement (ReNew Energy Global LTD), Business Combination Agreement (RMG Acquisition Corp. II)
Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the any Principal Stockholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a Stockholders agreement with the Stockholder Principal Stockholders that provides the Stockholder Principal Stockholders with rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement.
Appears in 2 contracts
Samples: Stockholders Agreement (Finance of America Companies Inc.), Limited Liability Company Agreement (Replay Acquisition Corp.)
Spin-Offs or Split-Offs. In the event that If the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including including, without limitation limitation, by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the Stockholder any stockholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a Stockholders stockholders agreement with the Stockholder stockholders that provides the Stockholder Entities with rights vis-á-vis a vis such NewCo that are substantially identical to those set forth in this Agreement.
Appears in 1 contract
Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the any Principal Stockholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a Stockholders agreement with the Stockholder Principal Stockholders that provides the Principal Stockholder Entities with rights vis-á-vis á -vis such NewCo that are substantially identical to those set forth in this Agreement.
Appears in 1 contract
Samples: Stockholders Agreement (Bumble Inc.)
Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the any Stockholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a Stockholders agreement with the Stockholder Stockholders that provides the Stockholder Entities with rights vis-á-vis á -vis such NewCo that are substantially identical to those set forth in this Agreement.
Appears in 1 contract
Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the Stockholder any Investor Parties will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a Stockholders stockholders agreement with the Stockholder Investor Parties that provides the Stockholder Investor Parties with rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement.
Appears in 1 contract
Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the Stockholder any Investor will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a Stockholders shareholders agreement or investor rights agreement with the Stockholder Investors that provides the Stockholder Investor Entities with rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement.
Appears in 1 contract
Spin-Offs or Split-Offs. In the event that If the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including including, without limitation limitation, by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the Stockholder any stockholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a Stockholders registration rights agreement with the Stockholder such stockholders that provides the Stockholder Sponsoring Holders with rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Tapstone Energy Inc.)
Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the Stockholder any Shareholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a Stockholders shareholders agreement with the Stockholder Shareholders that provides the Stockholder Shareholder Entities with rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement.
Appears in 1 contract
Samples: Shareholders Agreement (Mavenir Private Holdings II Ltd.)
Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business or assets into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the any Stockholder Party will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a Stockholders stockholders agreement with the Stockholder Parties that provides the Stockholder Parties with rights vis-á-vis à -vis such NewCo that are substantially identical to those set forth in this Agreement, and each of the Stockholder Parties shall enter into such agreement.
Appears in 1 contract
Spin-Offs or Split-Offs. In the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and the any Stockholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a Stockholders stockholders agreement with the Stockholder Stockholders that provides the Stockholder Entities with rights vis-á-vis á -vis such NewCo that are substantially identical to those set forth in this Agreement.
Appears in 1 contract
Samples: Stockholders Agreement (Vista Proppants & Logistics Inc.)