Common use of Coordination of PiggyBack Registration Rights Clause in Contracts

Coordination of PiggyBack Registration Rights. Each of the Xxxxx Family Parties hereby acknowledges and consents to the grant by the Company to the Children Trust Holders (as defined in the Xxxxx Children Trusts Registration Rights Agreement and hereinafter referred to in this Agreement as the “Other Holders”), in the Xxxxx Children Trusts Registration Rights Agreement, of the right of the Other Holders to include certain of their respective shares of Class A Common Stock in certain registration statements filed pursuant hereto. Each of the Xxxxx Family Parties further acknowledges and agrees that if any offering hereunder is to be underwritten and if the managing underwriter or underwriters of such offering informs such person in writing that the number of shares of Class A Common Stock which the Xxxxx Family Parties, and the Other Holders, as the case may be, intend to include in such offering is sufficiently large so as to affect the offering price of such offering materially and adversely, then the respective number of shares of Class A Common Stock to be offered for the account of each Xxxxx Family Party and each Other Holder, as the case may be, who is participating in such offering shall be reduced pro rata to the extent necessary to reduce the total number of shares of Class A Common Stock to be included in such offering to the number recommended by such managing underwriter. Except for such piggyback registration rights granted to Other Holders, and to any transferee of the shares of Class A Common Stock owned by an Other Holder which may be registered pursuant to the Xxxxx Children Trusts Registration Rights Agreement, neither the Company nor any of its security holders shall have the right to include any of the Company’s securities in any registration statement filed pursuant hereto.

Coordination of PiggyBack Registration Rights. Each of the Xxxxx Family Children Trust Parties hereby acknowledges and consents to the grant by the Company to the Children Trust Xxxxx Family Affiliate Holders (as defined in the Xxxxx Children Trusts Registration Rights Agreement and hereinafter referred to in this Agreement as the “Other Holders”), in the Xxxxx Children Trusts Registration Rights Agreement, of the right of the Other Holders to include certain of their respective shares of Class A Common Stock in certain registration statements filed pursuant hereto. Each of the Xxxxx Family Children Trust Parties further acknowledges and agrees that if any offering hereunder is to be underwritten and if the managing underwriter or underwriters of such offering informs such person in writing that the number of shares of Class A Common Stock which the Xxxxx Family Children Trust Parties, and the Other Holders, as the case may be, intend to include in such offering is sufficiently large so as to affect the offering price of such offering materially and adversely, then the respective number of shares of Class A Common Stock to be offered for the account of each Xxxxx Family Children Trust Party and each Other Holder, as the case may be, who is participating in such offering shall be reduced pro rata to the extent necessary to reduce the total number of shares of Class A Common Stock to be included in such offering to the number recommended by such managing underwriter. Except for such piggyback registration rights granted to Other Holders, and to any transferee of the shares of Class A Common Stock owned by an Other Holder which may be registered pursuant to the Xxxxx Children Trusts Registration Rights Agreement, neither the Company nor any of its security holders shall have the right to include any of the Company’s securities in any registration statement filed pursuant hereto.

Coordination of PiggyBack Registration Rights. Each of the Xxxxx Family Parties The Shareholder hereby acknowledges and consents consents, on behalf of itself and each Sphere Entertainment Party, to the grant by the Company to the Children Trust Holders (as defined in the Xxxxx Children Trusts Registration Rights Agreement Agreement) and the Xxxxx Family Holders (as defined in the Xxxxx Family Affiliates Registration Rights Agreement) (together with the Children Trust Holders, hereinafter referred to in this Agreement as the “Other Holders”), in the Xxxxx Children Trusts Registration Rights AgreementAgreement and the Xxxxx Family Affiliates Registration Rights Agreement (collectively, the “Xxxxx Registration Rights Agreements”), respectively, of the right of the Other Holders to include certain of their respective shares of Class A Common Stock in certain registration statements filed pursuant hereto. Each of the Xxxxx Family Sphere Entertainment Parties further acknowledges and agrees that if any offering hereunder upon the demand registration by any Sphere Entertainment Party under Section 1 is to be underwritten and if the managing underwriter or underwriters of such offering informs such person in writing that the number of shares of Class A Common Stock which the Xxxxx Family Parties, Sphere Entertainment Parties and the Other Holders, as the case may be, intend to include in such offering is sufficiently large so as to affect the offering price of such offering materially and adversely, then the Sphere Entertainment Parties shall have priority with respect to the number of shares of Class A Common Stock to be offered in such offering and the respective number of shares of Class A Common Stock to be offered for the account of each Xxxxx Family Party and each Other Holder, as the case may be, Holder who is participating in such offering shall be reduced pro rata with the Other Holders participating in such offering to the extent necessary to reduce the total number of shares of Class A Common Stock to be included in such offering to the number recommended by such managing underwriterunderwriter before any shares to be offered for the account of the Sphere Entertainment Parties are reduced, which reduction shall be on a pro rata basis among the Sphere Entertainment Parties participating in such offering. Except for such piggyback registration rights granted to the Sphere Entertainment Holders and Other Holders, Holders and to any transferee of the shares of Class A Common Stock owned by an Other Holder which may be registered pursuant to the applicable Xxxxx Children Trusts Registration Rights Agreement, neither the Company nor any of its security holders shall have the right to include any of the Company’s securities in any registration statement filed pursuant hereto.

Coordination of PiggyBack Registration Rights. Each of the Xxxxx Family Children Trust Parties hereby acknowledges and consents to the grant by the Company to the Children Trust Xxxxx Family Affiliate Holders (as defined in the Xxxxx Children Trusts Registration Rights Agreement and hereinafter referred to in this Agreement as the ““ Other HoldersHolders ”), in the Xxxxx Children Trusts Registration Rights Agreement, of the right of the Other Holders to include certain of their respective shares of Class A Common Stock in certain registration statements filed pursuant hereto. Each of the Xxxxx Family Children Trust Parties further acknowledges and agrees that if any offering hereunder is to be underwritten and if the managing underwriter or underwriters of such offering informs such person in writing that the number of shares of Class A Common Stock which the Xxxxx Family Children Trust Parties, and the Other Holders, as the case may be, intend to include in such offering is sufficiently large so as to affect the offering price of such offering materially and adversely, then the respective number of shares of Class A Common Stock to be offered for the account of each Xxxxx Family Children Trust Party and each Other Holder, as the case may be, who is participating in such offering shall be reduced pro rata to the extent necessary to reduce the total number of shares of Class A Common Stock to be included in such offering to the number recommended by such managing underwriter. Except for such piggyback registration rights granted to Other Holders, and to any transferee of the shares of Class A Common Stock owned by an Other Holder which may be registered pursuant to the Xxxxx Children Trusts Registration Rights Agreement, neither the Company nor any of its security holders shall have the right to include any of the Company’s securities in any registration statement filed pursuant hereto.

Coordination of PiggyBack Registration Rights. Each of the Xxxxx Family Parties The Shareholder hereby acknowledges and consents consents, on behalf of itself and each MSG Sphere Party, to the grant by the Company to the Children Trust Holders (as defined in the Xxxxx Children Trusts Registration Rights Agreement Agreement) and the Xxxxx Family Holders (as defined in the Xxxxx Family Affiliates Registration Rights Agreement) (together with the Children Trust Holders, hereinafter referred to in this Agreement as the “Other Holders”), in the Xxxxx Children Trusts Registration Rights AgreementAgreement and the Xxxxx Family Affiliates Registration Rights Agreement (collectively, the “Xxxxx Registration Rights Agreements”), respectively, of the right of the Other Holders to include certain of their respective shares of Class A Common Stock in certain registration statements filed pursuant hereto. Each of the Xxxxx Family MSG Sphere Parties further acknowledges and agrees that if any offering hereunder upon the demand registration by any MSG Sphere Party under Section 1 is to be underwritten and if the managing underwriter or underwriters of such offering informs such person in writing that the number of shares of Class A Common Stock which the Xxxxx Family Parties, MSG Sphere Parties and the Other Holders, as the case may be, intend to include in such offering is sufficiently large so as to affect the offering price of such offering materially and adversely, then the MSG Sphere Parties shall have priority with respect to the number of shares of Class A Common Stock to be offered in such offering and the respective number of shares of Class A Common Stock to be offered for the account of each Xxxxx Family Party and each Other Holder, as the case may be, Holder who is participating in such offering shall be reduced pro rata with the Other Holders participating in such offering to the extent necessary to reduce the total number of shares of Class A Common Stock to be included in such offering to the number recommended by such managing underwriterunderwriter before any shares to be offered for the account of the MSG Sphere Parties are reduced, which reduction shall be on a pro rata basis among the MSG Sphere Parties participating in such offering. Except for such piggyback registration rights granted to the MSG Sphere Holders and Other Holders, Holders and to any transferee of the shares of Class A Common Stock owned by an Other Holder which may be registered pursuant to the applicable Xxxxx Children Trusts Registration Rights Agreement, neither the Company nor any of its security holders shall have the right to include any of the Company’s securities in any registration statement filed pursuant hereto.

Coordination of PiggyBack Registration Rights. Each of the Xxxxx Family Children Trust Parties hereby acknowledges and consents to the grant by the Company to the Children Trust Xxxxx Family Holders (as defined in the Xxxxx Children Trusts Registration Rights Agreement) in the Xxxxx Registration Rights Agreement and hereinafter referred to the MSG Sphere Holders (as defined in this the Remainco Registration Rights Agreement as and, together with the Xxxxx Family Holders, the “Other Holders”), ) in the Xxxxx Children Trusts Remainco Registration Rights Agreement, of the right of the Other Holders to include certain of their respective shares of Class A Common Stock in certain registration statements filed pursuant hereto. Each of the Xxxxx Family Children Trust Parties further acknowledges and agrees that if any offering hereunder upon the demand registration by any Children Trust Parties under Section 2 is to be underwritten and if the managing underwriter or underwriters of such offering informs such person in writing that the number of shares of Class A Common Stock which the Xxxxx Family Children Trust Parties, and the Other Holders, as the case may be, intend to include in such offering is sufficiently large so as to affect the offering price of such offering materially and adversely, then the respective number of shares of Class A Common Stock to be offered for the account of each Xxxxx Family Children Trust Party and each Other Holder, as the case may be, who is participating in such offering shall be reduced pro rata to the extent necessary to reduce the total number of shares of Class A Common Stock to be included in such offering to the number recommended by such managing underwriter. Except for such piggyback registration rights granted to Other Holders, and to any transferee of the shares of Class A Common Stock owned by an Other a Xxxxx Family Holder which may be registered pursuant to the Xxxxx Children Trusts Registration Rights Agreement, neither the Company nor any of its security holders shall have the right to include any of the Company’s securities in any registration statement filed pursuant hereto.

Coordination of PiggyBack Registration Rights. Each of the Xxxxx Family Parties hereby acknowledges and consents to the grant by the Company to the Children Trust Holders (as defined in the Xxxxx Children Trusts Registration Rights Agreement) in the Xxxxx Children Trusts Registration Rights Agreement and hereinafter referred to the MSG Sphere Holders (as defined in this the Remainco Registration Rights Agreement as and, together with the Children Trust Holders, the “Other Holders”), ) in the Xxxxx Children Trusts Remainco Registration Rights Agreement, of the right of the Other Holders to include certain of their respective shares of Class A Common Stock in certain registration statements filed pursuant hereto. Each of the Xxxxx Family Parties further acknowledges and agrees that if any offering hereunder upon the demand registration by any Xxxxx Family Party under Section 1 is to be underwritten and if the managing underwriter or underwriters of such offering informs such person in writing that the number of shares of Class A Common Stock which the Xxxxx Family Parties, and the Other Holders, as the case may be, intend to include in such offering is sufficiently large so as to affect the offering price of such offering materially and adversely, then the respective number of shares of Class A Common Stock to be offered for the account of each Xxxxx Family Party and each Other Holder, as the case may be, who is participating in such offering shall be reduced pro rata to the extent necessary to reduce the total number of shares of Class A Common Stock to be included in such offering to the number recommended by such managing underwriter. Except for such piggyback registration rights granted to Other Holders, and to any transferee of the shares of Class A Common Stock owned by an Other Children Trust Holder which may be registered pursuant to the Xxxxx Children Trusts Registration Rights Agreement, neither the Company nor any of its security holders shall have the right to include any of the Company’s securities in any registration statement filed pursuant hereto.

Coordination of PiggyBack Registration Rights. Each of the Xxxxx Family Children Trust Parties hereby acknowledges and consents to the grant by the Company to the Children Trust Xxxxx Family Holders (as defined in the Xxxxx Children Trusts Registration Rights Agreement) in the Xxxxx Registration Rights Agreement and hereinafter referred to the Sphere Entertainment Holders (as defined in this the Remainco Registration Rights Agreement as and, together with the Xxxxx Family Holders, the “Other Holders”), ) in the Xxxxx Children Trusts Remainco Registration Rights Agreement, of the right of the Other Holders to include certain of their respective shares of Class A Common Stock in certain registration statements filed pursuant hereto. Each of the Xxxxx Family Children Trust Parties further acknowledges and agrees that if any offering hereunder upon the demand registration by any Children Trust Parties under Section 2 is to be underwritten and if the managing underwriter or underwriters of such offering informs such person in writing that the number of shares of Class A Common Stock which the Xxxxx Family Children Trust Parties, and the Other Holders, as the case may be, intend to include in such offering is sufficiently large so as to affect the offering price of such offering materially and adversely, then the respective number of shares of Class A Common Stock to be offered for the account of each Xxxxx Family Children Trust Party and each Other Holder, as the case may be, who is participating in such offering shall be reduced pro rata to the extent necessary to reduce the total number of shares of Class A Common Stock to be included in such offering to the number recommended by such managing underwriter. Except for such piggyback registration rights granted to Other Holders, and to any transferee of the shares of Class A Common Stock owned by an Other a Xxxxx Family Holder which may be registered pursuant to the Xxxxx Children Trusts Registration Rights Agreement, neither the Company nor any of its security holders shall have the right to include any of the Company’s securities in any registration statement filed pursuant hereto.

Coordination of PiggyBack Registration Rights. Each of the Xxxxx Family Parties hereby acknowledges and consents to the grant by the Company to the Children Trust Holders (as defined in the Xxxxx Children Trusts Registration Rights Agreement) in the Xxxxx Children Trusts Registration Rights Agreement and hereinafter referred to the Sphere Entertainment Holders (as defined in this the Remainco Registration Rights Agreement as and, together with the Children Trust Holders, the “Other Holders”), ) in the Xxxxx Children Trusts Remainco Registration Rights Agreement, of the right of the Other Holders to include certain of their respective shares of Class A Common Stock in certain registration statements filed pursuant hereto. Each of the Xxxxx Family Parties further acknowledges and agrees that if any offering hereunder upon the demand registration by any Xxxxx Family Party under Section 1 is to be underwritten and if the managing underwriter or underwriters of such offering informs such person in writing that the number of shares of Class A Common Stock which the Xxxxx Family Parties, and the Other Holders, as the case may be, intend to include in such offering is sufficiently large so as to affect the offering price of such offering materially and adversely, then the respective number of shares of Class A Common Stock to be offered for the account of each Xxxxx Family Party and each Other Holder, as the case may be, who is participating in such offering shall be reduced pro rata to the extent necessary to reduce the total number of shares of Class A Common Stock to be included in such offering to the number recommended by such managing underwriter. Except for such piggyback registration rights granted to Other Holders, and to any transferee of the shares of Class A Common Stock owned by an Other Children Trust Holder which may be registered pursuant to the Xxxxx Children Trusts Registration Rights Agreement, neither the Company nor any of its security holders shall have the right to include any of the Company’s securities in any registration statement filed pursuant hereto.