Common use of Holder Piggyback Registration Clause in Contracts

Holder Piggyback Registration. If the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give written notice of such proposed filing to the Holders not less than 21 days before the anticipated filing date, describing in reasonable detail the proposed registration (including the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement), and offering such Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company as each such Holder may request. Upon the written request of any Holder, received by the Company no later than 10 Business Days after receipt by such Holder of the notice sent by the Company, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such registration, any of such Holder's Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will use its reasonable efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement proposed to be filed by the Company on the same terms and conditions as the securities otherwise being sold pursuant to such registration; provided, however, that, notwithstanding the foregoing, the Company may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify each Holder that had notified the Company in accordance with this Section 3.1 of its intention to participate in such offering and the Company shall incur no liability for its failure to complete any such offering.

Holder Piggyback Registration. If the Company First Avenue proposes to file a registration statement under the Securities 1933 Act with respect to an offering of any equity securities for First Avenue’s own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) on a form that would permit registration of Registrable Securities Stock for sale to the public under the Securities 1933 Act, then the Company (i) First Avenue shall give written notice of such proposed filing to the Holders not as soon as practicable (but in no event less than 21 20 days before the anticipated filing date), describing in reasonable detail the proposed registration (including the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company First Avenue of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement), and offering such Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company Stock as each such Holder may request. Upon the written request of any Holder, received by the Company First Avenue no later than 10 Business Days after receipt by such Holder of the notice sent by the CompanyFirst Avenue, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such registration, any of such Holder's ’s Registrable Securities Stock of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company First Avenue will use its reasonable efforts reasonableefforts to cause such Registrable Securities Stock as to which registration shall have been so requested to be included in the registration statement proposed to be filed by the Company First Avenue on the same terms and conditions as the any similar securities otherwise being sold pursuant to such registrationincluded therein; provided, however, that, notwithstanding the foregoing, the Company First Avenue may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 3(a) or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or other governmental approvals, registrations or qualifications. In such event, the Company First Avenue shall so notify each Holder that had notified the Company First Avenue in accordance with this Section 3.1 3(a) of its intention to participate in such offering and the Company First Avenue shall incur no liability for its failure to complete any such offering.

Holder Piggyback Registration. If the Company Xerox proposes to file a Registration Statement (including, for the avoidance of doubt, a shelf registration statement under the Securities Act or amendment or supplement thereto) with respect to an offering of any equity Common Shares, or securities convertible into or exchangeable for Common Shares, for its own account or for the account of securityholders (including a Requesting Holder under Article II) of Xerox (except pursuant to registrations on Form S-4 or any successor form or form, registrations on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan, an offering of securities solely to employees, directors, or then existing securityholders of Xerox, a dividend reinvestment plan or an exchange offer) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company Xerox shall promptly give written notice of such proposed filing to the Holders (other than the Requesting Holder to the extent the Registration Statement relates to a Demand Registration under Article II) not less than 21 15 days before the anticipated filing date, describing in reasonable detail the proposed registration (including the number and class or series of securities proposed to be registered, the proposed date of filing of such registration statementRegistration Statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company Xerox of the proposed maximum offering price or range of such securities as such price is proposed to appear on the facing page of such registration statementoffering prices), and offering such Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company under such Registration Statement as each such Holder may requestrequest in writing (each a “Piggyback Registration”). Upon Subject to Sections 5.02 and 5.03 hereof, upon the written request of any Holdersuch Holder (a “Piggyback Request”), received by the Company Xerox no later than 10 ten (10) Business Days after receipt by such Holder of the notice sent by the CompanyXerox, to register, on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration, any of such Holder's ’s Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will Xerox shall use its reasonable efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement Registration Statement proposed to be filed by the Company Xerox on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration; provided. If any Holder does not deliver a notice within ten (10) Business Days after receipt by such Holder of the notice sent by Xerox, however, that, notwithstanding such Holder shall be deemed to have irrevocably waived any and all rights under this Section 3.01 with respect to such Registration (but not with respect to future Registrations in accordance with this Section 3.01). Notwithstanding the foregoing, the Company Xerox may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 3.01 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement Registration Statement or other governmental approvals, registrations or qualifications. In such event, the Company Xerox shall so notify each Holder that had notified the Company Xerox in accordance with this Section 3.1 3.01 of its intention to participate in such offering and the Company Xerox shall incur no liability for its failure to complete any such offering; provided, however, that in the event Xerox has initiated the offering for its own account, Xerox shall pay all documented expenses incurred by a Holder in connection with such delayed, abandoned or cancelled registration to the extent such expenses are described in clauses (i) through (viii) of the first sentence of Article VIII hereof.

Holder Piggyback Registration. If the Company proposes to file a registration statement under the Securities Act Registration Statement with respect to an offering of any equity its securities (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give written notice of such proposed filing to the Holders not less than 21 days before the anticipated filing date, describing in reasonable detail the proposed registration (including the number and class of securities proposed to be registered, the proposed date of filing of such registration statementRegistration Statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statementRegistration Statement), and offering such Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company as each such Holder may requestrequest in writing (each a "Piggyback Registration"). Upon the written request of any Holder, received by the Company no later than 10 ten (10) Business Days after receipt by such Holder of the notice sent by the Company, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such registration, any of such Holder's Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will shall use its reasonable efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement Registration Statement proposed to be filed by the Company on the same terms and conditions as the securities otherwise being sold pursuant to such registration; provided, however, that, notwithstanding the foregoing, the Company may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement Registration Statement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify each Holder that had notified the Company in accordance with this Section 3.1 of its intention to participate in such offering and the Company shall incur no liability for its failure to complete any such offering.

Holder Piggyback Registration. If the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities for the Company’s own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then (i) the Company shall give written notice of such proposed filing to the Holders not as soon as practicable (but in no event less than 21 20 days before the anticipated filing date), describing in reasonable detail the proposed registration (including the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement), and offering such Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company as each such Holder may request. Upon the written request of any Holder, received by the Company no later than 10 Business Days after receipt by such Holder of the notice sent by the Company, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such registration, any of such Holder's ’s Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will use its reasonable best efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement proposed to be filed by the Company on the same terms and conditions as the any similar securities otherwise being sold pursuant to such registrationincluded therein; provided, however, that, notwithstanding the foregoing, the Company may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify each Holder that had notified the Company in accordance with this Section 3.1 of its intention to participate in such offering and the Company shall incur no liability for its failure to complete any such offering.

Holder Piggyback Registration. If the Company Lionsgate proposes to file a Registration Statement (including, for the avoidance of doubt, a shelf registration statement under the Securities Act or amendment or supplement thereto) with respect to an offering of any equity Common Shares, or securities convertible into or exchangeable for Common Shares, for its own account or for the account of securityholders (other than the Holders) of Lionsgate (except pursuant to registrations in connection with any merger, acquisition or other business combination or registrations on Form S-4 or any successor form or form, on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan, an offering of securities solely to then existing securityholders of Lionsgate, a dividend reinvestment plan or an exchange offer) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company Lionsgate shall give written notice of such proposed filing to the Holders not less than 21 days before the anticipated filing date, describing in reasonable detail the proposed registration (including the number and class or series of securities proposed to be registered, the proposed date of filing of such registration statementRegistration Statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company Lionsgate of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statementRegistration Statement), and offering such Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company Lionsgate as each such Holder may requestrequest in writing (each a “Piggyback Registration”). Upon Subject to Sections 5.2 and 5.3 hereof, upon the written request of any HolderHolder (a “Piggyback Request”), received by the Company Lionsgate no later than 10 ten (10) Business Days after receipt by such Holder of the notice sent by the CompanyLionsgate, to register, on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration, any of such Holder's ’s Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will Lionsgate shall use its reasonable efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement Registration Statement proposed to be filed by the Company Lionsgate on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration; provided, however, that, that notwithstanding the foregoing, the Company Lionsgate may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement Registration Statement or other governmental approvals, registrations or qualifications. In such event, the Company Lionsgate shall so notify each Holder that had notified the Company Lionsgate in accordance with this Section 3.1 of its intention to participate in such offering and the Company Lionsgate shall incur no liability for its failure to complete any such offering; provided, however, that in the event Lionsgate has initiated the offering for its own account, Lionsgate shall pay all expenses incurred by a Holder in connection with such delayed, abandoned or cancelled registration to the extent such expenses are described in clauses (i) through (x) of the first sentence of Article VIII hereof.

Holder Piggyback Registration. If the Company proposes to file (i) a registration statement under the Securities Act new Registration Statement or (ii) a supplement or amendment to an existing Registration Statement, in each case with respect to an offering of any Common Units for its own account or for the account of holders of equity securities (other than the Holders) of the Company (except pursuant to registrations in connection with any merger, acquisition or other business combination or registrations on Form S-4 S‑4 or any successor form or form, on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan, an offering of securities solely to then existing securityholders of the Company, a dividend reinvestment plan or an exchange offer) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give written notice of such proposed filing to the Holders not less than 21 days fifteen (15) Business Days before the anticipated filing date, describing in reasonable detail the proposed registration (including the number and class or series of securities proposed to be registered, the proposed date of filing of such registration statement, Registration Statement and any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement), and offering such Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company as each such Holder may requestrequest in writing (each a “Piggyback Registration”). Upon Subject to Section 6.1, upon the written request of any Holder, Holder (a “Piggyback Request”) received by the Company no later than 10 fifteen (15) Business Days after receipt by such Holder of the notice sent by the Company, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such registration, any of such Holder's ’s Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will use its reasonable efforts to shall cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement Registration Statement proposed to be filed by the Company on the same terms and conditions as the securities otherwise being sold pursuant to such registration; provided, however, that, that notwithstanding the foregoing, the Company may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering registration in which any Holder had requested to participate pursuant to this Section 3.1 4.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement Registration Statement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify in writing each Holder that had notified the Company in accordance with this Section 3.1 of its intention to participate in such offering has delivered a Piggyback Request and the Company shall incur no liability for its failure to complete any such offeringregistration.

Holder Piggyback Registration. If the Company Loral proposes to file a registration statement under the Securities Act Registration Statement with respect to an offering of any equity its securities (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company Loral shall give written notice of such proposed filing to the Holders not less than 21 days before the anticipated filing date, describing in reasonable detail the proposed registration (including the number and class or series of securities proposed to be registered, the proposed date of filing of such registration statementRegistration Statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company Loral of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statementRegistration Statement), and offering such Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company as each such Holder may requestrequest in writing (each a “Piggyback Registration”), provided that the Common Stock and Non-Voting Common Stock shall be deemed to be of the same class for purposes of this Article III. Upon the written request of any Holder, received by the Company Loral no later than 10 ten (10) Business Days after receipt by such Holder of the notice sent by the CompanyLoral, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such registration, any of such Holder's ’s Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will Loral shall use its reasonable efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement Registration Statement proposed to be filed by the Company Loral on the same terms and conditions as the securities otherwise being sold pursuant to such registration; provided, however, that, notwithstanding the foregoing, the Company Loral may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement Registration Statement or other governmental approvals, registrations or qualifications. In such event, the Company Loral shall so notify each Holder that had notified the Company Loral in accordance with this Section 3.1 of its intention to participate in such offering and the Company Loral shall incur no liability for its failure to complete any such offering.

Holder Piggyback Registration. If at any time during the Demand Period, the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to an offering of any equity securities for the Company's own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) on (a form that would permit registration of Registrable Securities for sale to the public under the Securities Act"Company Registration"), then the Company shall give written notice of such proposed filing to the Holders not that have identified themselves as such to the Company as soon as practicable (but in no event less than 21 fifteen (15) days before the anticipated filing date, describing in reasonable detail the proposed registration (including ). Such notice shall specify the number and class or aggregate principal amount, as the case may be, of securities proposed to be registeredregistered thereby, the proposed date of filing of such registration statementRegistration Statement with the Commission, any the proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statementlead underwriters or underwriters (if any), and offering such Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company as each such Holder may request. Upon the written request of any Holder, received by the Company no later than 10 the tenth (10th) Business Days Day after receipt by such Holder of the notice sent by the Company, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such registration, any of such Holder's its Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will use its commercially reasonable efforts to cause such the Registrable Securities as to which registration shall have been so requested to be included in the registration statement securities to be covered by the Registration Statement proposed to be filed by the Company on the same terms and conditions as any similar securities included therein, all to the securities otherwise being sold pursuant extent required to permit the sale or other disposition by such registrationHolder of such Registrable Securities so registered; provided, however, that, notwithstanding the foregoing, the Company may at any time, time in its sole reasonable discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement Registration Statement or other governmental approvals, registrations or qualifications. In such event; provided, further, however, that the Company shall so notify each Holder that had notified only be obligated to include Registrable Notes in such Company Registration if such Company Registration includes an offering of the Company in accordance with Notes for its own account. A registration of Registrable Securities pursuant to this Section 3.1 of its intention to participate in such offering and the Company 4.1 shall incur no liability for its failure to complete any such offeringnot be a Demand Registration.

Holder Piggyback Registration. If the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities for the Company’s own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then (i) the Company shall give written notice of such proposed filing to the Holders not as soon as practicable (but in no event (x) later than 20 days after the receipt of a Demand Request pursuant to Section 2.1 hereof, or (y) less than 21 20 days before the anticipated filing datedate in the case of any other registration), describing in reasonable detail the proposed registration (including the number and/or principal amount, as the case may be, and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter underwriter(s) of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement), and offering such Holders the opportunity to register such number and/or principal amount, as the case may be, of Registrable Securities of the same class as those being registered by the Company as each such Holder may request. Upon the written request of any Holder, received by the Company no later than 10 Business Days after receipt by such Holder of the notice sent by the Company, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such registration, any of such Holder's ’s Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will use its reasonable best efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement proposed to be filed by the Company on the same terms and conditions as the any similar securities otherwise being sold pursuant to such registrationincluded therein; provided, however, that, notwithstanding the foregoing, the Company may at any time, time in its sole discretion, or at the request of Holders holding a majority of the Registrable Securities included in a Demand Registration, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify each Holder that had notified the Company in accordance with this Section 3.1 of its intention to participate in such offering and the Company shall incur no liability for its failure to complete any such offering.

Holder Piggyback Registration. If at any time after the date hereof the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to an offering of any equity Registrable Securities or other securities of the Company, including pursuant to Section 2.9 hereof (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) on a form that would permit registration of Registrable Securities or other securities of the Company for sale to the public under the Securities Act, or in the event of any “take-down” by the Company from a Shelf Registration Statement, then the Company shall give written notice (“Piggyback Notice”) of such proposed filing or “take-down” to the Holders each Holder as soon as practicable, but in any event not less than 21 twenty-one (21) calendar days before the anticipated filing date, describing in reasonable detail . Such Piggyback Notice shall (a) describe the proposed registration (including the number and class of such securities proposed to be registered, the proposed date of filing of such registration statementRegistration Statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statementRegistration Statement), and offering such Holders (b) offer each Holder the opportunity to register any of such number of Holder’s Registrable Securities of the same class as those being registered by the Company Company, as each such Holder may request. Upon request in writing (the written request of any Holder, received by the Company no later than 10 Business Days after receipt by such Holder of the notice sent by the Company, to register“Piggyback Shares”), on the same terms and conditions as the securities otherwise being sold pursuant to such registration, any registration or “take-down” (each a “Piggyback Registration”). Such written request must be received by the Company no later than ten (10) Business Days after receipt by such Holder of such Holder's Registrable Securities of the same class as those being registered (which request a Piggyback Notice and shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition). Upon receipt of this request, the Company will use its reasonable best efforts (and shall use its best efforts to cause the Underwriter of a proposed Underwritten Offering) to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement Registration Statement proposed to be filed by the Company or the “take-down” on the same terms and conditions as the securities otherwise being sold pursuant to such registration; provided, however, that, notwithstanding the foregoing, the Company may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify each Holder that had notified the Company in accordance with this Section 3.1 of its intention to participate in such offering and the Company shall incur no liability for its failure to complete any such offering.

Holder Piggyback Registration. If the Company Lionsgate proposes to file a Registration Statement (including, for the avoidance of doubt, a shelf registration statement under the Securities Act or amendment or supplement thereto) with respect to an offering of any equity Common Shares, or securities convertible into or exchangeable for Common Shares, for its own account or for the account of securityholders (other than the Holders) of Lionsgate (except pursuant to registrations in connection with any merger, acquisition or other business combination or registrations on Form S-4 or any successor form or form, on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan, an offering of securities solely to then existing securityholders of Lionsgate, a dividend reinvestment plan or an exchange offer) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company Lionsgate shall give written notice of such proposed filing to the Holders not less than 21 days before the anticipated filing date, describing in reasonable detail the proposed registration (including the number and class or series of securities proposed to be registered, the proposed date of filing of such registration statementRegistration Statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company Lionsgate of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statementRegistration Statement), and offering such Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company Lionsgate as each such Holder may requestrequest in writing (each a “Piggyback Registration”). Upon Subject to Sections 6.2 and 6.3 hereof, upon the written request of any HolderHolder (a “Piggyback Request”), received by the Company Lionsgate no later than 10 ten (10) Business Days after receipt by such Holder of the notice sent by the CompanyLionsgate, to register, on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration, any of such Holder's ’s Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will Lionsgate shall use its reasonable efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement Registration Statement proposed to be filed by the Company Lionsgate on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration; provided, however, that, that notwithstanding the foregoing, the Company Lionsgate may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 4.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement Registration Statement or other governmental approvals, registrations or qualifications. In such event, the Company Lionsgate shall so notify each Holder that had notified the Company Lionsgate in accordance with this Section 3.1 4.1 of its intention to participate in such offering and the Company Lionsgate shall incur no liability for its failure to complete any such offering; provided, however, that in the event Lionsgate has initiated the offering for its own account, Lionsgate shall pay all expenses incurred by a Holder in connection with such delayed, abandoned or cancelled registration to the extent such expenses are described in clauses (i) through (x) of the first sentence of Article IX hereof.

Holder Piggyback Registration. If at any time after the expiration of the Required Period a Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities for such Company's own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act), then the such Company shall give written notice of such proposed filing to the Holders not that have identified themselves as such to Pioneer as soon as practicable (but in no event less than 21 30 days before the anticipated filing date, describing in reasonable detail the proposed registration (including ). Such notice shall specify the number and class or aggregate principal amount, as the case may be, of securities proposed to be registeredregistered thereby, the proposed date of filing of such registration statementstatement with the Commission, any the proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statementlead underwriters or underwriters (if any), and offering such Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company as each such Holder may request. Upon the written request of any Holder, received by the Company no later than 10 the 10th Business Days Day after receipt by such Holder of the notice sent by the such Company, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such registration, any of such Holder's its Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company Companies will use its reasonable their best efforts to cause such the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the such Company on the same terms and conditions as any similar securities included therein, all to the securities otherwise being sold pursuant extent required to permit the sale or other disposition by such registrationHolder of such Registrable Securities so registered; provided, however, that, notwithstanding the foregoing, the Company Companies may at any time, time in its sole their reasonable discretion, or at the request of Holders holding a majority of the Registrable Securities included in a Demand Registration without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify each Holder that had notified the Company in accordance with A registration of Registrable Securities pursuant to this Section 3.1 of its intention to participate in such offering and the Company shall incur no liability for its failure to complete any such offeringnot be a Demand Registration.

Holder Piggyback Registration. If at any time the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities for the Company's own account or the account of any Person (other than RAM or its Affiliates) ("Other Person") (except pursuant to Section 2.1 or 3.1 or registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act), then the Company shall give written notice of such proposed filing (a "PIGGYBACK REGISTRATION NOTICE") to the Holders not as soon as practicable (but in no event less than 21 30 days before the anticipated filing date, describing in reasonable detail the proposed registration (including ). Such notice shall specify the number and class of securities proposed to be registeredregistered thereby, the proposed date of filing of such registration statementstatement with the Commission, any the proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statementlead underwriters or underwriters (if any), and offering such Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company as each such Holder may request. Upon the written request of any Holder, Holder received by the Company no later than 10 the 15th Business Days Day after receipt by such Holder the date of the notice sent by the Companyany Piggyback Registration Notice, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such registration, the offer and sale of any of such Holder's Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition)Securities, the Company will use its reasonable best efforts to cause the offer and sale of such Registrable Securities as to which registration shall have been so requested to be included in the registration statement proposed to be filed by the Company on the same terms and conditions as any similar securities included therein, all to the securities otherwise being sold pursuant extent required to permit the sale or other disposition by such registrationHolder of such Registrable Securities so registered; provided, however, that, notwithstanding the foregoing, that the Company may at any time, in its sole discretionmay, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or other governmental approvals, registrations or qualifications. In such event, qualifications in which event the Company shall so notify each Holder that had notified the Company in accordance with this Section 3.1 be relieved of its intention obligation to participate register any Registrable Securities in connection with such offering and the Company shall incur no liability for its failure to complete any such offeringPiggyback Registration Notice.

Holder Piggyback Registration. If the Company Lionsgate proposes to file a Registration Statement (including, for the avoidance of doubt, a shelf registration statement under the Securities Act or amendment or supplement thereto) with respect to an offering of any equity Common Shares, or securities convertible into or exchangeable for Common Shares, for its own account or for the account of securityholders (other than the Holders) of Lionsgate (except pursuant to registrations on Form S-4 or any successor form or form, on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan, an offering of securities solely to then existing securityholders of Lionsgate, a dividend reinvestment plan or an exchange offer) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company Lionsgate shall give written notice of such proposed filing to the Holders not less than 21 days before the anticipated filing date, describing in reasonable detail the proposed registration (including the number and class or series of securities proposed to be registered, the proposed date of filing of such registration statementRegistration Statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company Lionsgate of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statementRegistration Statement), and offering such Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company Lionsgate as each such Holder may requestrequest in writing (each a “Piggyback Registration”). Upon Subject to Sections 5.2 and 5.3 hereof, upon the written request of any HolderHolder (a “Piggyback Request”), received by the Company Lionsgate no later than 10 ten (10) Business Days after receipt by such Holder of the notice sent by the CompanyLionsgate, to register, on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration, any of such Holder's ’s Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will Lionsgate shall use its reasonable efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement Registration Statement proposed to be filed by the Company Lionsgate on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration; provided, however, that, that notwithstanding the foregoing, the Company Lionsgate may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement Registration Statement or other governmental approvals, registrations or qualifications. In such event, the Company Lionsgate shall so notify each Holder that had notified the Company Lionsgate in accordance with this Section 3.1 of its intention to participate in such offering and the Company Lionsgate shall incur no liability for its failure to complete any such offering; provided, however, that in the event Lionsgate has initiated the offering for its own account, Lionsgate shall pay all expenses incurred by a Holder in connection with such delayed, abandoned or cancelled registration to the extent such expenses are described in clauses (i) through (x) of the first sentence of Article VIII hereof.

Holder Piggyback Registration. If the Company HERC proposes to file a Registration Statement (including, for the avoidance of doubt, a shelf registration statement under the Securities Act or amendment or supplement thereto) with respect to an offering of any equity Common Shares, or securities convertible into or exchangeable for Common Shares, for its own account or for the account of securityholders (other than the Holders) of HERC (except pursuant to Article II, registrations on Form S-4 or any successor form or form, registrations on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan, an offering of securities solely to employees, directors, or then existing securityholders of HERC, a dividend reinvestment plan or an exchange offer) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company HERC shall promptly give written notice of such proposed filing to the Holders not less than 21 15 days before the anticipated filing date, describing in reasonable detail the proposed registration (including the number and class or series of securities proposed to be registered, the proposed date of filing of such registration statementRegistration Statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company HERC of the proposed maximum offering price or range of such securities as such price is proposed to appear on the facing page of such registration statementoffering prices), and offering such Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company HERC as each such Holder may requestrequest in writing (each a "Piggyback Registration"). Upon Subject to Sections 5.02 and 5.03 hereof, upon the written request of any HolderHolder (a "Piggyback Request"), received by the Company HERC no later than 10 ten (10) Business Days after receipt by such Holder of the notice sent by the CompanyHERC, to register, on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration, any of such Holder's Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will HERC shall use its reasonable efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement Registration Statement proposed to be filed by the Company HERC on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration; provided. If any Holder does not deliver a notice within ten (10) Business Days after receipt by such Holder of the notice sent by HERC, however, that, notwithstanding such Holder shall be deemed to have irrevocably waived any and all rights under this Section 3.01 with respect to such Registration (but not with respect to future Registrations in accordance with this Section 3.01). Notwithstanding the foregoing, the Company HERC may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 3.01 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement Registration Statement or other governmental approvals, registrations or qualifications. In such event, the Company HERC shall so notify each Holder that had notified the Company HERC in accordance with this Section 3.1 3.01 of its intention to participate in such offering and the Company HERC shall incur no liability for its failure to complete any such offering; provided, however, that in the event HERC has initiated the offering for its own account, HERC shall pay all documented expenses incurred by a Holder in connection with such delayed, abandoned or cancelled registration to the extent such expenses are described in clauses (i) through (viii) of the first sentence of Article VIII hereof.

Holder Piggyback Registration. If the Company at any time proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities Common Stock for the Company’s own account (except pursuant to registrations on Form S-4 or any successor form form, or otherwise in connection with the acquisition of a business or assets of a business, a merger, or an exchange offer for the securities of another entity, or registrations on Form S-8 or any successor form relating solely to securities issued offered pursuant to any benefit planEquity Incentive Plan) or for the account of any holder of securities of the Company (other than a Holder) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give written notice of such proposed filing to the Holders not as soon as practicable (but in no event less than 21 five (5) business days before the anticipated filing datedate of a registration statement or less than three (3) Business Days before the filing of a prospectus supplement to an already effective registration statement), describing in reasonable detail the proposed registration (including the number and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement), and offering such the Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company as each such Holder may request. Upon the written request of any Holder, received given by such Holder to the Company no later than 10 five (5) Business Days after receipt by such Holder of the notice sent by the Company’s notice is delivered to such Holder, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such registration, any of such Holder's ’s Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will use its commercially reasonable efforts to cause such Registrable Securities as to which registration shall have been so requested by such Holder to be included in the registration statement proposed to be filed by the Company on the same terms and conditions as the any similar securities otherwise being sold pursuant to such registrationincluded therein; provided, however, that, notwithstanding the foregoing, the Company may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 3(a) or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify each Holder that had notified the Company in accordance with this Section 3.1 3(a) of its intention to participate in such offering and and, except for the obligation of the Company to pay Registration Expenses pursuant to Section 7, the Company shall incur no liability for its failure to complete any such offering. There is no limitation on the number of registrations that may be requested by any Holder pursuant to this Section 3(a) which the Company is obligated to effect. The registration rights granted pursuant to the provisions of this Section 3 shall be in addition to the registration rights granted pursuant to the provisions of Section 2.

Holder Piggyback Registration. If the Company HERC proposes to file a Registration Statement (including, for the avoidance of doubt, a shelf registration statement under the Securities Act or amendment or supplement thereto) with respect to an offering of any equity Common Shares, or securities convertible into or exchangeable for Common Shares, for its own account or for the account of securityholders (other than the Holders) of HERC (except pursuant to Article II, registrations on Form S-4 or any successor form or form, registrations on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan, an offering of securities solely to employees, directors, or then existing securityholders of HERC, a dividend reinvestment plan or an exchange offer) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company HERC shall promptly give written notice of such proposed filing to the Holders not less than 21 15 days before the anticipated filing date, describing in reasonable detail the proposed registration (including the number and class or series of securities proposed to be registered, the proposed date of filing of such registration statementRegistration Statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company HERC of the proposed maximum offering price or range of such securities as such price is proposed to appear on the facing page of such registration statementoffering prices), and offering such Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company HERC as each such Holder may requestrequest in writing (each a “Piggyback Registration”). Upon Subject to Sections 5.02 and 5.03 hereof, upon the written request of any HolderHolder (a “Piggyback Request”), received by the Company HERC no later than 10 ten (10) Business Days after receipt by such Holder of the notice sent by the CompanyHERC, to register, on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration, any of such Holder's ’s Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will HERC shall use its reasonable efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement Registration Statement proposed to be filed by the Company HERC on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration; provided. If any Holder does not deliver a notice within ten (10) Business Days after receipt by such Holder of the notice sent by HERC, however, that, notwithstanding such Holder shall be deemed to have irrevocably waived any and all rights under this Section 3.01 with respect to such Registration (but not with respect to future Registrations in accordance with this Section 3.01). Notwithstanding the foregoing, the Company HERC may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 3.01 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement Registration Statement or other governmental approvals, registrations or qualifications. In such event, the Company HERC shall so notify each Holder that had notified the Company HERC in accordance with this Section 3.1 3.01 of its intention to participate in such offering and the Company HERC shall incur no liability for its failure to complete any such offering; provided, however, that in the event HERC has initiated the offering for its own account, HERC shall pay all documented expenses incurred by a Holder in connection with such delayed, abandoned or cancelled registration to the extent such expenses are described in clauses (i) through (viii) of the first sentence of Article VIII hereof.

Holder Piggyback Registration. If the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities for the Company's own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then (i) the Company shall give written notice of such proposed filing to the Holders not as soon as practicable (but in no event less than 21 (A) 20 days after the receipt of a Demand Request pursuant to Section 2.1 hereof, or (B) 20 days before the anticipated filing date, describing date in reasonable detail the proposed registration (including the number and class case of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statementother registration), and offering such Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company as each such Holder may request. Upon the written request of any Holder, received by the Company no later than 10 Business Days the 10th business day after receipt by such Holder of the notice sent by the Company, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such registration, any of such Holder's its Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will use its reasonable best efforts to cause such the Registrable Securities as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company on the same terms and conditions as any similar securities included therein, all to the securities otherwise being sold pursuant extent requisite to permit the sale or other disposition by each Holder of such registrationRegistrable Securities so registered; provided, however, that, notwithstanding the foregoing, the Company may at any time, time in its sole discretion, or at the request of Holders holding a majority of the Registrable Securities included in a Demand Registration without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify each Holder that had notified the Company in accordance with this Section 3.1 of its intention to participate in such offering and the Company shall incur no liability for its failure to complete any such offering.

Holder Piggyback Registration. If the Company proposes to file a registration statement under the Securities Act Registration Statement with respect to an offering of any equity its securities (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give written notice of such proposed filing to the Holders not less than 21 days before the anticipated filing date, describing in reasonable detail the proposed registration (including the number and class or series of securities proposed to be registered, the proposed date of filing of such registration statementRegistration Statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statementRegistration Statement), and offering such Holders the opportunity to register such number of Registrable Securities of the same class or series as those being registered by the Company as each such Holder may requestrequest in writing (each a “Piggyback Registration”). Upon the written request of any Holder, received by the Company no later than 10 ten (10) Business Days after receipt by such Holder of the notice sent by the Company, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such registration, any of such Holder's ’s Registrable Securities of the same class or series as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will shall use its reasonable efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement Registration Statement proposed to be filed by the Company on the same terms and conditions as the securities otherwise being sold pursuant to such registration; provided, however, that, notwithstanding the foregoing, the Company may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement Registration Statement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify each Holder that had notified the Company in accordance with this Section 3.1 of its intention to participate in such offering and the Company shall incur no liability for its failure to complete any such offering.

Holder Piggyback Registration. If the Company Hertz proposes to file a Registration Statement (including, for the avoidance of doubt, a shelf registration statement under the Securities Act or amendment or supplement thereto) with respect to an offering of any equity Common Shares, or securities convertible into or exchangeable for Common Shares, for its own account or for the account of securityholders (other than the Holders) of Hertz (except pursuant to Article II, registrations on Form S-4 or any successor form or form, registrations on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan, an offering of securities solely to employees, directors, or then existing securityholders of Hertz, a dividend reinvestment plan or an exchange offer) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company Hertz shall promptly give written notice of such proposed filing to the Holders not less than 21 15 days before the anticipated filing date, describing in reasonable detail the proposed registration (including the number and class or series of securities proposed to be registered, the proposed date of filing of such registration statementRegistration Statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company Hertz of the proposed maximum offering price or range of such securities as such price is proposed to appear on the facing page of such registration statementoffering prices), and offering such Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company Hertz as each such Holder may requestrequest in writing (each a "Piggyback Registration"). Upon Subject to Sections 5.02 and 5.03 hereof, upon the written request of any HolderHolder (a "Piggyback Request"), received by the Company Hertz no later than 10 ten (10) Business Days after receipt by such Holder of the notice sent by the CompanyHertz, to register, on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration, any of such Holder's Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will Hertz shall use its reasonable efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement Registration Statement proposed to be filed by the Company Hertz on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration; provided. If any Holder does not deliver a notice within ten (10) Business Days after receipt by such Holder of the notice sent by Hertz, however, that, notwithstanding such Holder shall be deemed to have irrevocably waived any and all rights under this Section 3.01 with respect to such Registration (but not with respect to future Registrations in accordance with this Section 3.01). Notwithstanding the foregoing, the Company Hertz may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 3.01 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement Registration Statement or other governmental approvals, registrations or qualifications. In such event, the Company Hertz shall so notify each Holder that had notified the Company Hertz in accordance with this Section 3.1 3.01 of its intention to participate in such offering and the Company Hertz shall incur no liability for its failure to complete any such offering; provided, however, that in the event Hertz has initiated the offering for its own account, Hertz shall pay all documented expenses incurred by a Holder in connection with such delayed, abandoned or cancelled registration to the extent such expenses are described in clauses (i) through (viii) of the first sentence of Article VIII hereof.

Holder Piggyback Registration. If the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities for the Companys own account (except pursuant to registrations on Form S-4 or any successor form or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then (i) the Company shall give written notice of such proposed filing to the Holders not as soon as practicable (but in no event (x) later than 20 days after the receipt of a Demand Request pursuant to Section 2.1 hereof, or (y) less than 21 20 days before the anticipated filing datedate in the case of any other registration), describing in reasonable detail the proposed registration (including the number and/or principal amount, as the case may be, and class of securities proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such securities, any proposed managing underwriter underwriter(s) of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statement), and offering such Holders the opportunity to register such number and/or principal amount, as the case may be, of Registrable Securities of the same class as those being registered by the Company as each such Holder may request. Upon the written request of any Holder, received by the Company no later than 10 Business Days after receipt by such Holder of the notice sent by the Company, to register, on the same terms and conditions as the securities otherwise being sold pursuant to such registration, any of such Holder's Holders Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will use its reasonable best efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement proposed to be filed by the Company on the same terms and conditions as the any similar securities otherwise being sold pursuant to such registrationincluded therein; provided, however, that, notwithstanding the foregoing, the Company may at any time, time in its sole discretion, or at the request of Holders holding a majority of the Registrable Securities included in a Demand Registration, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify each Holder that had notified the Company in accordance with this Section 3.1 of its intention to participate in such offering and the Company shall incur no liability for its failure to complete any such offering.

Holder Piggyback Registration. If the Company Hertz proposes to file a Registration Statement (including, for the avoidance of doubt, a shelf registration statement under the Securities Act or amendment or supplement thereto) with respect to an offering of any equity Common Shares, or securities convertible into or exchangeable for Common Shares, for its own account or for the account of securityholders (other than the Holders) of Hertz (except pursuant to Article II, registrations on Form S-4 or any successor form or form, registrations on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan, an offering of securities solely to employees, directors, or then existing securityholders of Hertz, a dividend reinvestment plan or an exchange offer) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company Hertz shall promptly give written notice of such proposed filing to the Holders not less than 21 15 days before the anticipated filing date, describing in reasonable detail the proposed registration (including the number and class or series of securities proposed to be registered, the proposed date of filing of such registration statementRegistration Statement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company Hertz of the proposed maximum offering price or range of such securities as such price is proposed to appear on the facing page of such registration statementoffering prices), and offering such Holders the opportunity to register such number of Registrable Securities of the same class as those being registered by the Company Hertz as each such Holder may requestrequest in writing (each a “Piggyback Registration”). Upon Subject to Sections 5.02 and 5.03 hereof, upon the written request of any HolderHolder (a “Piggyback Request”), received by the Company Hertz no later than 10 ten (10) Business Days after receipt by such Holder of the notice sent by the CompanyHertz, to register, on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration, any of such Holder's ’s Registrable Securities of the same class as those being registered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will Hertz shall use its reasonable efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement Registration Statement proposed to be filed by the Company Hertz on the same terms and conditions as the same class of securities otherwise being sold pursuant to such registration; provided. If any Holder does not deliver a notice within ten (10) Business Days after receipt by such Holder of the notice sent by Hertz, however, that, notwithstanding such Holder shall be deemed to have irrevocably waived any and all rights under this Section 3.01 with respect to such Registration (but not with respect to future Registrations in accordance with this Section 3.01). Notwithstanding the foregoing, the Company Hertz may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 3.01 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement Registration Statement or other governmental approvals, registrations or qualifications. In such event, the Company Hertz shall so notify each Holder that had notified the Company Hertz in accordance with this Section 3.1 3.01 of its intention to participate in such offering and the Company Hertz shall incur no liability for its failure to complete any such offering; provided, however, that in the event Hertz has initiated the offering for its own account, Hertz shall pay all documented expenses incurred by a Holder in connection with such delayed, abandoned or cancelled registration to the extent such expenses are described in clauses (i) through (viii) of the first sentence of Article VIII hereof.

Holder Piggyback Registration. If the Company (i) proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (except pursuant to registrations on Form S-4 or any successor form form, or on Form S-8 or any successor form relating solely to securities issued pursuant to any benefit plan) on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act or (ii) proposes to file an initial prospectus supplement to a shelf registration statement with respect to an underwritten offering of Common Stock on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give written notice of such proposed filing to the Holders not less than 21 days before the anticipated filing date, describing in reasonable detail the proposed registration offering (including the number and class of securities proposed to be registeredoffered, the proposed date of filing of such registration statementstatement or prospectus supplement, any proposed means of distribution of such securities, any proposed managing underwriter of such securities and a good faith estimate by the Company of the proposed maximum offering price of such securities as such price is proposed to appear on the facing page of such registration statementstatement or prospectus supplement), and offering such Holders the opportunity to register and offer such number of Registrable Securities of the same class as those being registered offered by the Company as each such Holder may request. Upon the written request of any Holder, received by the Company no later than 10 Business Days after receipt by such Holder of the notice sent by the Company, to registerregister and offer, on the same terms and conditions as the securities otherwise being sold pursuant to such registrationregistration statement or prospectus supplement, any of such Holder's ’s Registrable Securities of the same class as those being registered offered (which request shall state the intended method of disposition thereof if the securities otherwise being sold are being sold by more than one method of disposition), the Company will use its reasonable efforts to cause such Registrable Securities as to which registration shall have been so requested to be included in the registration statement or prospectus supplement proposed to be filed by the Company on the same terms and conditions as the securities otherwise being sold pursuant to such registrationregistration statement or prospectus supplement; provided, however, that, notwithstanding the foregoing, the Company may at any time, in its sole discretion, without the consent of any other Holder, delay or abandon the proposed offering in which any Holder had requested to participate pursuant to this Section 3.1 or cease the filing (or obtaining or maintaining the effectiveness) of or withdraw the related registration statement or prospectus supplement or other governmental approvals, registrations or qualifications. In such event, the Company shall so notify each Holder that had notified the Company in accordance with this Section 3.1 of its intention to participate in such offering and the Company shall incur no liability for its failure to complete any such offering.