Common use of Spin-Offs or Split-Offs Clause in Contracts

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 Designating 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 director nomination agreement with the Designating Stockholders that provides the Designating Stockholders 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 Designating 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 director nomination Stockholders agreement with the Designating Stockholders Stockholder that provides the Designating Stockholders Stockholder with rights vis-àá-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 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 any Designating Stockholder the 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 director nomination shareholders agreement with the Designating Stockholders Shareholder that provides the Designating Stockholders Shareholder with rights vis-àá-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 Designating 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 director nomination Stockholders agreement with the Designating Stockholders that provides the Designating Stockholders Stockholder Entities with rights vis-àá-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 Designating 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 director nomination stockholders agreement with the Designating Stockholders that provides the Designating Stockholders Stockholder Entities with rights vis-àá-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 Designating Stockholder 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 director nomination stockholders or investor rights agreement with the Designating Stockholders Investors that provides the Designating Stockholders Investors 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 Designating 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 director nomination Stockholders agreement with the Designating Stockholders that provides the Designating Stockholders such Stockholder with rights vis-àá-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 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 any Designating Stockholder the 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 director nomination shareholders agreement with the Designating Stockholders Investors that provides the Designating Stockholders Investors with rights vis-àá-vis such NewCo that are substantially identical to those set forth available to the Investors in this Agreementthe Company in their capacity as shareholders.

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 any Designating Stockholder the 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 director nomination shareholders agreement with the Designating Stockholders Investors that provides the Designating Stockholders Investors with rights vis-à-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.

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 Designating 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 director nomination stockholders agreement with the Designating Stockholders that provides the Designating Stockholders 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 Designating 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 director nomination Stockholders agreement with the Designating Stockholders that provides the Designating Stockholders Corsair Entities with rights vis-àá-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 Designating 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 director nomination Stockholders agreement with the Designating Principal Stockholders that provides the Designating Stockholders Principal Stockholder Entities with rights vis-àá-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 Designating 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 director nomination stockholders agreement with the Designating Stockholders that provides the Designating Stockholders Stockholder Entities with rights vis-àá-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 Designating 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 director nomination Stockholders agreement with the Designating Principal Stockholders that provides the Designating Principal Stockholders with rights vis-àá-vis such NewCo that are substantially identical to those set forth in this Agreement.

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 any Designating Stockholder 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 director nomination stockholders agreement with the Designating Stockholders stockholders that provides the Designating Stockholders Stockholder Entities with rights vis-à-vis a 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 Designating 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 director nomination an information and access agreement with the Designating Stockholders that provides the Designating Stockholders with rights vis-à-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 Designating 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 director nomination shareholders agreement with the Designating Stockholders Shareholders that provides the Designating Stockholders Shareholder Entities with rights vis-àá-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 Designating 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 director nomination Stockholders agreement with the Designating Stockholders that provides the Designating Stockholders Stockholder Entities with rights vis-à-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 Designating Stockholder 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 director nomination stockholders agreement with the Designating Stockholders Investor Parties that provides the Designating Stockholders Investor Parties with rights vis-àá-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 Designating 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 director nomination stockholders agreement with the Designating Stockholders that provides the Designating Stockholders Stockholder Entities with rights vis-à-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 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 any Designating 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 director nomination stockholders agreement with the Designating Stockholders Stockholder Parties that provides the Designating Stockholders Stockholder Parties with rights vis-à-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.

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 Designating 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 director nomination Stockholders agreement with the Designating Principal Stockholders that provides the Designating Stockholders Principal Stockholder Entities with rights vis-à-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 Designating Stockholder 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 director nomination shareholders agreement or investor rights agreement with the Designating Stockholders Investors that provides the Designating Stockholders Investor Entities with rights vis-àá-vis such NewCo that are substantially identical to those set forth in this Agreement.

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 any Designating Stockholder 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 director nomination registration rights agreement with the Designating Stockholders such stockholders that provides the Designating Stockholders Sponsoring Holders with rights vis-àá-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 Designating 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 director nomination agreement with the Designating Stockholders that provides the Designating Stockholders with rights vis-à-vis à -vis such NewCo that are substantially identical to those set forth in this Agreement.