Spin-Offs or Split-Offs Sample Clauses

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 any Trebia Investor or Founder 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 shareholders agreement with the Trebia Investors or Founder Shareholders, that provides the Trebia Investors and Founder Shareholders, as applicable, with rights vis-à-vis such NewCo that are substantially identical to those set forth in this Agreement.

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 any Principal Shareholder or Pi Topco or PGHL (on behalf of any Principal 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 Shareholders agreement with the Principal Shareholders, Pi Topco and PGHL that provides the Principal Shareholders and Pi Topco or PGHL, as applicable, with rights vis-à-vis such NewCo that are substantially identical to those set forth in this Agreement.

Spin-Offs or Split-Offs. In the event that Parent 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 Parties will receive Equity Securities in any such NewCo as part of such separation, Parent shall cause any such NewCo to enter into an investor rights agreement with the Parties that provides the Parties with rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement.

Spin-Offs or Split-Offs. In the event that the Separation or the IPO results in the creation of a newly formed holding company which will be the direct or indirect parent of the Company and will own, directly or indirectly, all of the Company Business effective as of the Separation or the IPO (such company, “NewCo”), including by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, then, in connection with the Separation or the IPO, AIG and the Company shall cause NewCo to enter into a Stockholders and Registration Rights Agreement with the Stockholder that provides the Stockholder with rights vis-à-vis such NewCo that are substantially identical to those set forth in this Agreement, such that NewCo shall be bound by, and subject to, all of the obligations of the Company as if NewCo were the Company hereunder, mutatis mutandis, and such Stockholders and Registration Rights Agreement shall be binding on and enforceable against NewCo, and AIG, NewCo and the Stockholder shall enter into such agreement, and such agreement shall supersede and replace, in all respects, this Agreement.

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 by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, the S▇▇▇▇▇▇ Parties and MPT will receive Equity Interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into an investor rights agreement with the S▇▇▇▇▇▇ Parties and MPT that provides the S▇▇▇▇▇▇ Parties and MPT with rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement.

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 any Stockholder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to offer to enter into a stockholders agreement with the Initial Stockholders (or their Permitted Transferees) that would provide the Initial Stockholders (or their Permitted Transferees) with rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement, and which, for the avoidance of doubt, provides such Initial Stockholders (or their Permitted Transferees) high-vote stock in the NewCo if such Initial Stockholders (or Permitted Transferees) then hold high-vote stock in the Company.