Common use of Piggyback Registration of the Shares Clause in Contracts

Piggyback Registration of the Shares. If the Company proposes to file a registration statement under the Securities Act with respect to an offering (a) by an Other Holder of its holdings of Class A Common Stock pursuant to the Xxxxx Registration Rights Agreement, (b) by any other holder of any Common Equity Securities or (c) by the Company for its own account of any Common Equity Securities (other than a registration statement on Form S-4 or S-8, or any successor form or a form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders of the Company), the Company shall give written notice of such proposed filing to each of the Children Trust Holders at least 20 days before the anticipated filing date which shall state whether such registration will be in connection with an underwritten offering and offer such Children Trust Holders the opportunity, subject to obtaining Xxxxx’x consent, if he is not then deceased or disabled, to include in such registration statement such number of the Shares as such Children Trust Holder may request within three days prior to the anticipated filing date. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit such Children Trust Holders to be included in the registration for such offering and to include such Shares in such offering on the same terms and conditions as the Common Equity Securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to such Children Trust Holders prior to the effective date of the offering, any Children Trust Holder electing to have Shares included in the registration statement shall either enter into underwriting agreements with customary terms and conditions for a secondary offering with such underwriter or underwriters providing for the inclusion of such number of the Shares owned by such Children Trust Holder in such offering on such terms and conditions or, if such Children Trust Holder shall refuse to enter into any such agreement, the Company shall have the right to exclude from such registration all (but not less than all) of the Shares of such Children Trust Holder. Notwithstanding the foregoing, (x) in no event will any Children Trust Holder be required in such underwriting agreement (or in any other agreement in connection with such offering) to (i) make any representations or warranties to or agreements with the underwriters other than representations, warranties or agreements customarily made by selling securityholders in underwritten secondary offerings, (ii) make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Children Trust Holder, the ownership of such Children Trust Holder’s Common Equity Securities, the authorization, validity and binding effect of transaction documents executed by such Children Trust Holder in connection with such registration and such Children Trust Holder’s intended method or methods of distribution and any other representation required by law; provided that no Children Trust Holder shall be required to make any representation or warranty to any person covered by the indemnity in Section 8(b) other than on a several (and not joint) basis, or (iii) furnish any indemnity to any person which is broader than the indemnity customarily furnished by selling security holders in underwritten offerings; provided that no Children Trust Holder shall be required to furnish any indemnity broader than the indemnity furnished by such Children Trust Holder in Section 8(b) to any person covered by the indemnity in Section 8(b), and (y) if the managing underwriter or underwriters of such offering informs the Children Trust Holders in writing that the number of Shares which the Children Trust Holders and the number of Shares which the Other Holders intend to include in such offering is sufficiently large so as to affect materially and adversely the success of such offering, the Shares to be offered for the account of the Children Trust Holders and the Other Holders shall first 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. In giving effect to the foregoing reduction, the respective number of the Shares to be offered for the account of Children Trust Holders shall be reduced pro rata.

Piggyback Registration of the Shares. If the Company proposes to file a registration statement under the Securities Act with respect to an offering (a) by an Other Holder of its holdings of Class A Common Stock pursuant to the Xxxxx Children Trusts Registration Rights Agreement, (b) by any other holder of any Common Equity Securities or (c) by the Company for its own account of any Common Equity Securities (other than a registration statement on Form S-4 or S-8, or any successor form or a form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders of the Company), the Company shall give written notice of such proposed filing to each of the Children Trust Xxxxx Family Holders at least 20 days before the anticipated filing date which shall state whether such registration will be in connection with an underwritten offering and offer such Children Trust Xxxxx Family Holders the opportunity, subject to obtaining Xxxxx’x consent, if he is not then deceased or disabled, opportunity to include in such registration statement such number of the Shares as such Children Trust Xxxxx Family Holder may request within not later than three days prior to the anticipated filing date. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit such Children Trust Xxxxx Family Holders to be included in the registration for such offering and to include such Shares in such offering on the same terms and conditions as the Common Equity Securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to such Children Trust Xxxxx Family Holders prior to the effective date of the offering, any Children Trust Xxxxx Family Holder electing to have Shares included in the registration statement shall either enter into underwriting agreements with customary terms and conditions for a secondary offering with such underwriter or underwriters providing for the inclusion of such number of the Shares owned by such Children Trust Xxxxx Family Holder in such offering on such terms and conditions or, if such Children Trust Xxxxx Family Holder shall refuse to enter into any such agreement, the Company shall have the right to exclude from such registration all (but not less than all) of the Shares of such Children Trust Xxxxx Family Holder. Notwithstanding the foregoing, (x) in no event will any Children Trust Xxxxx Family Holder be required in such underwriting agreement (or in any other agreement in connection with such offering) to (i) make any representations or warranties to or agreements with the underwriters other than representations, warranties or agreements customarily made by selling securityholders in underwritten secondary offerings, (ii) make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Children Trust Xxxxx Family Holder, the ownership of such Children Trust Xxxxx Family Holder’s Common Equity Securities, the authorization, validity and binding effect of transaction documents executed by such Children Trust Xxxxx Family Holder in connection with such registration and such Children Trust Xxxxx Family Holder’s intended method or methods of distribution and any other representation required by law; provided that no Children Trust Xxxxx Family Holder shall be required to make any representation or warranty to any person covered by the indemnity in Section 8(b7(b) other than on a several (and not joint) basis, or (iii) furnish any indemnity to any person which is broader than the indemnity customarily furnished by selling security holders in underwritten offerings; provided that no Children Trust Xxxxx Family Holder shall be required to furnish any indemnity broader than the indemnity furnished by such Children Trust Xxxxx Family Holder in Section 8(b7(b) to any person covered by the indemnity in Section 8(b7(b), and (y) if the managing underwriter or underwriters of such offering informs the Children Trust Xxxxx Family Holders in writing that the number of Shares which the Children Trust Xxxxx Family Holders and the number of Shares which the Other Holders intend to include in such offering is sufficiently large so as to affect materially and adversely the success of such offering, the Shares to be offered for the account of the Children Trust Xxxxx Family Holders and the Other Holders shall first 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. In giving effect to the foregoing reduction, the respective number of the Shares to be offered for the account of Children Trust Xxxxx Family Holders shall be reduced pro rata.

Piggyback Registration of the Shares. If the Company proposes to file a registration statement under the Securities Act with respect to an offering (a) by an Other Holder of its holdings of Class A Common Stock pursuant to the Xxxxx Children Trusts Registration Rights Agreement, (b) by any other holder of any Common Equity Securities or (c) by the Company for its own account of any Common Equity Securities (other than a registration statement on Form S-4 or S-8, or any successor form or a form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders of the Company), the Company shall give written notice of such proposed filing to each of the Children Trust Xxxxx Family Holders at least 20 days before the anticipated filing date which shall state whether such registration will be in connection with an underwritten offering and offer such Children Trust Xxxxx Family Holders the opportunity, subject to obtaining Xxxxx’x consent, if he is not then deceased or disabled, opportunity to include in such registration statement such number of the Shares as such Children Trust Xxxxx Family Holder may request within three days prior to the anticipated filing date. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit such Children Trust Xxxxx Family Holders to be included in the registration for such offering and to include such Shares in such offering on the same terms and conditions as the Common Equity Securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to such Children Trust Xxxxx Family Holders prior to the effective date of the offering, any Children Trust Xxxxx Family Holder electing to have Shares included in the registration statement shall either enter into underwriting agreements with customary terms and conditions for a secondary offering with such underwriter or underwriters providing for the inclusion of such number of the Shares owned by such Children Trust Xxxxx Family Holder in such offering on such terms and conditions or, if such Children Trust Xxxxx Family Holder shall refuse to enter into any such agreement, the Company shall have the right to exclude from such registration all (but not less than all) of the Shares of such Children Trust Xxxxx Family Holder. Notwithstanding the foregoing, (x) in no event will any Children Trust Xxxxx Family Holder be required in such underwriting agreement (or in any other agreement in connection with such offering) to (i) make any representations or warranties to or agreements with the underwriters other than representations, warranties or agreements customarily made by selling securityholders in underwritten secondary offerings, (ii) make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Children Trust Xxxxx Family Holder, the ownership of such Children Trust Xxxxx Family Holder’s Common Equity Securities, the authorization, validity and binding effect of transaction documents executed by such Children Trust Xxxxx Family Holder in connection with such registration and such Children Trust Xxxxx Family Holder’s intended method or methods of distribution and any other representation required by law; provided that no Children Trust Xxxxx Family Holder shall be required to make any representation or warranty to any person covered by the indemnity in Section 8(b7(b) other than on a several (and not joint) basis, or (iii) furnish any indemnity to any person which is broader than the indemnity customarily furnished by selling security holders in underwritten offerings; provided that no Children Trust Xxxxx Family Holder shall be required to furnish any indemnity broader than the indemnity furnished by such Children Trust Xxxxx Family Holder in Section 8(b7(b) to any person covered by the indemnity in Section 8(b7(b), and (y) if the managing underwriter or underwriters of such offering informs the Children Trust Xxxxx Family Holders in writing that the number of Shares which the Children Trust Xxxxx Family Holders and the number of Shares which the Other Holders intend to include in such offering is sufficiently large so as to affect materially and adversely the success of such offering, the Shares to be offered for the account of the Children Trust Xxxxx Family Holders and the Other Holders shall first 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. In giving effect to the foregoing reduction, the respective number of the Shares to be offered for the account of Children Trust Xxxxx Family Holders shall be reduced pro rata.

Piggyback Registration of the Shares. If the Company proposes to file a registration statement under the Securities Act with respect to an offering (a) by an Other Holder of its holdings of Class A Common Stock pursuant to the Xxxxx Registration Rights Agreement, (b) by any other holder of any Common Equity Securities or (c) by the Company for its own account of any Common Equity Securities (other than a registration statement on Form S-4 or S-8, or any successor form or a form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders of the Company), the Company shall give written notice of such proposed filing to each of the Children Trust Holders at least 20 days before the anticipated filing date which shall state whether such registration will be in connection with an underwritten offering and offer such Children Trust Holders the opportunity, subject to obtaining Xxxxx’x consent, if he is not then deceased or disabledreceipt of the Xxxxx Consent, to include in such registration statement such number of the Shares as such Children Trust Holder may request within not later than three days prior to the anticipated filing date. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit such Children Trust Holders to be included in the registration for such offering and to include such Shares in such offering on the same terms and conditions as the Common Equity Securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to such Children Trust Holders prior to the effective date of the offering, any Children Trust Holder electing to have Shares included in the registration statement shall either enter into underwriting agreements with customary terms and conditions for a secondary offering with such underwriter or underwriters providing for the inclusion of such number of the Shares owned by such Children Trust Holder in such offering on such terms and conditions or, if such Children Trust Holder shall refuse to enter into any such agreement, the Company shall have the right to exclude from such registration all (but not less than all) of the Shares of such Children Trust Holder. Notwithstanding the foregoing, (x) in no event will any Children Trust Holder be required in such underwriting agreement (or in any other agreement in connection with such offering) to (i) make any representations or warranties to or agreements with the underwriters other than representations, warranties or agreements customarily made by selling securityholders in underwritten secondary offerings, (ii) make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Children Trust Holder, the ownership of such Children Trust Holder’s Common Equity Securities, the authorization, validity and binding effect of transaction documents executed by such Children Trust Holder in connection with such registration and such Children Trust Holder’s intended method or methods of distribution and any other representation required by law; provided that no Children Trust Holder shall be required to make any representation or warranty to any person covered by the indemnity in Section 8(b) other than on a several (and not joint) basis, or (iii) furnish any indemnity to any person which is broader than the indemnity customarily furnished by selling security holders in underwritten offerings; provided that no Children Trust Holder shall be required to furnish any indemnity broader than the indemnity furnished by such Children Trust Holder in Section 8(b) to any person covered by the indemnity in Section 8(b), and (y) if the managing underwriter or underwriters of such offering informs the Children Trust Holders in writing that the number of Shares which the Children Trust Holders and the number of Shares which the Other Holders intend to include in such offering is sufficiently large so as to affect materially and adversely the success of such offering, the Shares to be offered for the account of the Children Trust Holders and the Other Holders shall first 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. In giving effect to the foregoing reduction, the respective number of the Shares to be offered for the account of Children Trust Holders shall be reduced pro rata.

Piggyback Registration of the Shares. If the Company proposes to file a registration statement under the Securities Act with respect to an offering (a) by an Other Holder of its holdings of Class A Common Stock pursuant to the Xxxxx Registration Rights Agreement, (b) by any other holder of any Common Equity Securities or (c) by the Company for its own account of any Common Equity Securities (other than a registration statement on Form S-4 or S-8, or any successor form or a form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders of the Company), the Company shall give written notice of such proposed filing to each of the Children Trust Holders at least 20 days before the anticipated filing date which shall state whether such registration will be in connection with an underwritten offering and offer such Children Trust Holders the opportunity, subject to obtaining Xxxxx’x consent, if he is not then deceased or disabled, to include in such registration statement such number of the Shares as such Children Trust Holder may request within not later than three days prior to the anticipated filing date. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit such Children Trust Holders to be included in the registration for such offering and to include such Shares in such offering on the same terms and conditions as the Common Equity Securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to such Children Trust Holders prior to the effective date of the offering, any Children Trust Holder electing to have Shares included in the registration statement shall either enter into underwriting agreements with customary terms and conditions for a secondary offering with such underwriter or underwriters providing for the inclusion of such number of the Shares owned by such Children Trust Holder in such offering on such terms and conditions or, if such Children Trust Holder shall refuse to enter into any such agreement, the Company shall have the right to exclude from such registration all (but not less than all) of the Shares of such Children Trust Holder. Notwithstanding the foregoing, (x) in no event will any Children Trust Holder be required in such underwriting agreement (or in any other agreement in connection with such offering) to (i) make any representations or warranties to or agreements with the underwriters other than representations, warranties or agreements customarily made by selling securityholders in underwritten secondary offerings, (ii) make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Children Trust Holder, the ownership of such Children Trust Holder’s Common Equity Securities, the authorization, validity and binding effect of transaction documents executed by such Children Trust Holder in connection with such registration and such Children Trust Holder’s intended method or methods of distribution and any other representation required by law; provided that no Children Trust Holder shall be required to make any representation or warranty to any person covered by the indemnity in Section 8(b) other than on a several (and not joint) basis, or (iii) furnish any indemnity to any person which is broader than the indemnity customarily furnished by selling security holders in underwritten offerings; provided that no Children Trust Holder shall be required to furnish any indemnity broader than the indemnity furnished by such Children Trust Holder in Section 8(b) to any person covered by the indemnity in Section 8(b), and (y) if the managing underwriter or underwriters of such offering informs the Children Trust Holders in writing that the number of Shares which the Children Trust Holders and the number of Shares which the Other Holders intend to include in such offering is sufficiently large so as to affect materially and adversely the success of such offering, the Shares to be offered for the account of the Children Trust Holders and the Other Holders shall first 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. In giving effect to the foregoing reduction, the respective number of the Shares to be offered for the account of Children Trust Holders shall be reduced pro rata.

Piggyback Registration of the Shares. (a) If the Company proposes to file a registration statement under the Securities Act with respect to an offering (a) by an Other Holder of its holdings of Class A Common Stock pursuant to the applicable Xxxxx Registration Rights Agreement, (b) by any other holder of any Common Equity Securities or (c) by the Company for its own account of any Common Equity Securities (Securities, other than (i) a registration statement on Form S-4 or S-8, or any successor form or a form filed in connection with an exchange offer or offer, (ii) in connection with an offering of securities solely to the existing stockholders shareholders of the Company), (iii) any form of registration statement that does not include substantially the same information, other than information relating to the selling holders or their plan of distribution, as would be required to be included in a registration statement covering the sale of the Shares, (iv) in connection with any dividend reinvestment or similar plan, (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction, or (vi) a registration in which the only common stock of the Company being registered is common stock issuable upon conversion of debt securities that are also being registered, the Company shall give written notice of such proposed filing to each of the Children Trust Sphere Entertainment Holders at least 20 days before the anticipated filing date which shall state whether such registration will be in connection with an underwritten offering and offer such Children Trust Sphere Entertainment Holders the opportunity, subject to obtaining Xxxxx’x consent, if he is not then deceased or disabled, opportunity to include in such registration statement such number of the Shares as such Children Trust Sphere Entertainment Holder may request within not later than three days prior to the anticipated filing date. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit such Children Trust Sphere Entertainment Holders to be included in the registration for such offering and to include such Shares in such offering on the same terms and conditions as the Common Equity Securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to such Children Trust Sphere Entertainment Holders prior to the effective date of the offering, any Children Trust Sphere Entertainment Holder electing to have Shares included in the registration statement shall either enter into underwriting agreements with customary terms and conditions for a secondary offering with such underwriter or underwriters providing for the inclusion of such number of the Shares owned by such Children Trust Sphere Entertainment Holder in such offering on such terms and conditions or, if such Children Trust Sphere Entertainment Holder shall refuse to enter into any such agreement, the Company shall have the right to exclude from such registration all (but not less than all) of the Shares of such Children Trust Sphere Entertainment Holder. Notwithstanding the foregoing, (x) in no event will any Children Trust Sphere Entertainment Holder be required in such underwriting agreement (or in any other agreement in connection with such offering) to (i) make any representations or warranties to or agreements with the underwriters other than representations, warranties or agreements customarily made by selling securityholders security holders in underwritten secondary offerings, (ii) make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Children Trust HolderSphere Entertainment Holders, the ownership of such Children Trust Sphere Entertainment Holder’s Common Equity Securities, the authorization, validity and binding effect of transaction documents executed by such Children Trust Sphere Entertainment Holder in connection with such registration and such Children Trust Sphere Entertainment Holder’s intended method or methods of distribution and any other representation required by law; provided that no Children Trust Sphere Entertainment Holder shall be required to make any representation or warranty to any person covered by the indemnity in Section 8(b7(b) other than on a several (and not joint) basis, or (iii) furnish any indemnity to any person which is broader than the indemnity customarily furnished by selling security holders in underwritten offerings; provided that no Children Trust Sphere Entertainment Holder shall be required to furnish any indemnity broader than the indemnity furnished by such Children Trust Sphere Entertainment Holder in Section 8(b7(b) to any person covered by the indemnity in Section 8(b7(b), and (y) if the managing underwriter or underwriters of such offering informs the Children Trust Sphere Entertainment Holders in writing that the number of Shares which the Children Trust Sphere Entertainment Holders and the number of Shares which the Other Holders intend to include in such offering is sufficiently large so as to affect materially and adversely the success of such offering, the Shares to be offered for the account of the Children Trust Sphere Entertainment Holders, the Other Holders and the Other Holders other applicable holders of any Common Equity Securities shall first 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. In giving effect to the foregoing reduction, the respective number of the Shares to be offered for the account of Children Trust Sphere Entertainment Holders shall be reduced pro rata. (b) Each Sphere Entertainment Holder shall be permitted to withdraw all or part of such Sphere Entertainment Holder’s Shares from a piggyback registration at any time prior to the effective date thereof. (c) After a Sphere Entertainment Holder has been notified of its opportunity to include Shares in a piggyback registration, such Sphere Entertainment Holder (i) shall treat the Offering Confidential Information as confidential information, (ii) shall not use any Offering Confidential Information for any purpose other than to evaluate whether to include its Shares (or other shares of the common stock of the Company) in such piggyback registration and (iii) shall not disclose any Offering Confidential Information to any person other than such of its agents, employees, advisors and counsel as have a need to know such Offering Confidential Information, and to cause such agents, employees, advisors and counsel to comply with the requirements of this Section 3(c); provided, that any such Sphere Entertainment Holder may disclose Offering Confidential Information if such disclosure is required by legal process, but such Sphere Entertainment Holder shall cooperate with the Company to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the Offering Confidential Information.

Piggyback Registration of the Shares. If the Company proposes to file a registration statement under the Securities Act with respect to an offering (a) by an Other Holder of its holdings of Class A Common Stock pursuant to the Xxxxx Registration Rights Agreement, (b) by any other holder of any Common Equity Securities or (cb) by the Company for its own account of any Common Equity Securities (other than a registration statement on Form S-4 or S-8, or any successor form or a form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders of the Company), the Company shall give written notice of such proposed filing to each of the Children Trust Holders Gabelli Affiliates at least 20 days before the anticipated filing date which shall state whether such registration will be in connection with an underwritten offering and offer such Children Trust Holders Gabelli Affiliates the opportunity, subject to obtaining Xxxxx’x consent, if he is not then deceased or disabled, opportunity to include in such registration statement such number of the Shares as such Children Trust Holder Gabelli Affiliate may request within not later than three business days prior to the anticipated filing date. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit such Children Trust Holders Gabelli Affiliates to be included in the registration for such offering and to include such Shares in such offering on the same terms and conditions as the Common Equity Securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to such Children Trust Holders Gabelli Affiliates prior to the effective date of the offering, any Children Trust Holder Gabelli Affiliate electing to have Shares included in the registration statement shall either enter into underwriting agreements with customary terms and conditions for a secondary offering with such underwriter or underwriters providing for the inclusion of such number of the Shares owned by such Children Trust Holder Gabelli Affiliate in such offering on such terms and conditions or, if such Children Trust Holder Gabelli Affiliate shall refuse to enter into any such agreement, the Company shall have the right to exclude from such registration all (but not less than all) of the Shares of such Children Trust HolderGabelli Affiliate. Notwithstanding the foregoing, (x) in no event will any Children Trust Holder Gabelli Affiliate be required in such underwriting agreement (or in any other agreement in connection with such offering) to (i) make any representations or warranties to or agreements with the underwriters other than representations, warranties or agreements customarily made by selling securityholders in underwritten secondary offerings, (ii) make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Children Trust HolderGabelli Affiliate, the ownership of such Children Trust HolderGabelli Affiliate’s Common Equity Securities, the authorization, validity and binding effect of transaction documents executed by such Children Trust Holder Gabelli Affiliate in connection with such registration and such Children Trust HolderGabelli Affiliate’s intended method or methods of distribution and any other representation required by law; provided that no Children Trust Holder Gabelli Affiliate shall be required to make any representation or warranty to any person covered by the indemnity in Section 8(b6(b) other than on a several (and not joint) basis, or (iii) furnish any indemnity to any person which is broader than the indemnity customarily furnished by selling security holders in underwritten offerings; provided that no Children Trust Holder Gabelli Affiliate shall be required to furnish any indemnity broader than the indemnity furnished by such Children Trust Holder Gabelli Affiliate in Section 8(b6(b) to any person covered by the indemnity in Section 8(b6(b), and (y) if the managing underwriter or underwriters of such offering informs the Children Trust Holders Gabelli Affiliates in writing that the number of Shares which the Children Trust Holders and the number of Shares which the Other Holders Gabelli Affiliates intend to include in such offering is sufficiently large so as to affect materially and adversely the success of such offering, the Shares to be offered for the account of the Children Trust Holders and the Other Holders Gabelli Affiliates shall first 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. In giving effect to the foregoing reduction, the respective number of the Shares to be offered for the account of Children Trust Holders shall be reduced pro rata.

Piggyback Registration of the Shares. (a) If the Company proposes to file a registration statement under the Securities Act with respect to an offering (a) by an Other Holder of its holdings of Class A Common Stock pursuant to the Xxxxx Registration Rights Agreement or the Remainco Registration Rights Agreement, as applicable, (b) by any other holder of any Common Equity Securities or (c) by the Company for its own account of any Common Equity Securities (other than a registration statement on Form S-4 or S-8, or any successor form or a form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders of the Company), the Company shall give written notice of such proposed filing to each of the Children Trust Holders at least 20 days before the anticipated filing date which shall state whether such registration will be in connection with an underwritten offering and offer such Children Trust Holders the opportunity, subject to obtaining Xxxxx’x consent, if he is not then deceased or disabledreceipt of the Xxxxx Consent, to include in such registration statement such number of the Shares as such Children Trust Holder may request within not later than three days prior to the anticipated filing date. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit such Children Trust Holders to be included in the registration for such offering and to include such Shares in such offering on the same terms and conditions as the Common Equity Securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to such Children Trust Holders prior to the effective date of the offering, any Children Trust Holder electing to have Shares included in the registration statement shall either enter into underwriting agreements with customary terms and conditions for a secondary offering with such underwriter or underwriters providing for the inclusion of such number of the Shares owned by such Children Trust Holder in such offering on such terms and conditions or, if such Children Trust Holder shall refuse to enter into any such agreement, the Company shall have the right to exclude from such registration all (but not less than all) of the Shares of such Children Trust Holder. Notwithstanding the foregoing, (x) in no event will any Children Trust Holder be required in such underwriting agreement (or in any other agreement in connection with such offering) to (i) make any representations or warranties to or agreements with the underwriters other than representations, warranties or agreements customarily made by selling securityholders in underwritten secondary offerings, (ii) make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Children Trust Holder, the ownership of such Children Trust Holder’s Common Equity Securities, the authorization, validity and binding effect of transaction documents executed by such Children Trust Holder in connection with such registration and such Children Trust Holder’s intended method or methods of distribution and any other representation required by law; provided that no Children Trust Holder shall be required to make any representation or warranty to any person covered by the indemnity in Section 8(b) other than on a several (and not joint) basis, or (iii) furnish any indemnity to any person which is broader than the indemnity customarily furnished by selling security holders in underwritten offerings; provided that no Children Trust Holder shall be required to furnish any indemnity broader than the indemnity furnished by such Children Trust Holder in Section 8(b) to any person covered by the indemnity in Section 8(b), and (y) if the managing underwriter or underwriters of such offering informs the Children Trust Holders in writing that the number of Shares which the Children Trust Holders and the number of Shares which the Other Holders intend to include in such offering is sufficiently large so as to affect materially and adversely the success of such offering, the Shares to be offered for the account of the Children Trust Holders, the Other Holders and the Other Holders other applicable holders of any Common Equity Securities shall first 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; provided, however, that in the event of a demand registration by MSG Sphere Holders pursuant to the Remainco Registration Rights Agreement, the Children Trust Holders acknowledge and agree that such MSG Sphere Holders shall be excluded from such pro rata reduction and the reduction shall be completed in accordance with the Remainco Registration Rights Agreement. In giving effect to the foregoing reduction, the respective number of the Shares to be offered for the account of Children Trust Holders shall be reduced pro rata.

Piggyback Registration of the Shares. If the Company proposes to file a registration statement under the Securities Act with respect to an offering (a) by an Other Holder CSCo or the CSCo Beneficiaries, as the case may be, of its their respective holdings of Class A Common Stock pursuant to the Xxxxx CSCo Registration Rights Agreement, (b) by any other security holder of any Common Equity Securities class of security of the Company or (c) by the Company for its own account of any Common Equity Securities class of security (other than a registration statement on Form S-4 or S-8X-0, X-0, X-00 or any successor form or a form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders of the Company), the Company shall give written notice of such proposed filing to each of CSC Holdings or, if the Children Trust Holders Shares have been distributed by CSC Holdings to the Xxxxx Family Affiliates and the Tatta Family Affiliates, to the Xxxxx Family Affiliates and the Tatta Family Affiliates, at least 20 twenty days before the anticipated filing date which shall state whether such registration will be in connection with an underwritten offering and offer such Children Trust Holders CSC Holdings or the opportunityXxxxx Family Affiliates and the Tatta Family Affiliates, subject to obtaining Xxxxx’x consentif, in the case of the Tatta Family Affiliates, as long as Xxxxx or his spouse is alive, the Tatta Family Affiliates receive (x) the written consent of Xxxxx or (y) if he Xxxxx is not then deceased or disableddeceased, the written consent of his widow, the opportunity to include in such registration statement such number of the Shares as such Children Trust Holder CSC Holdings or the Xxxxx Family Affiliates and the Tatta Family Affiliates, as the case may be, may request within three days prior to the anticipated filing date. If the anticipated filing date is deferred by more than five days, the Company shall promptly give written notice of such new filing date to CSC Holdings or the Xxxxx Family Affiliates and the Tatta Family Affiliates, as the case may be, which notice shall offer CSC Holdings or the Xxxxx Family Affiliates and the Tatta Family Affiliates (subject to any necessary consent set forth in clauses (x) or (y) of the preceding sentence), as the case may be, the opportunity to increase or decrease the number of the Shares that CSC Holdings or the Xxxxx Family Affiliates and the Tatta Family Affiliates, as the case may be, previously requested to be included in such registration statement as CSC Holdings or the Xxxxx Family Affiliates and the Tatta Family Affiliates, as the case may be, may request within two days prior to the new filing date. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit such Children Trust Holders CSC Holdings or the Xxxxx Family Affiliates and the Tatta Family Affiliates, as the case may be, to be included in the registration for such offering and to include such number of the Shares in such offering on the same terms and conditions as the Common Equity Securities securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to such Children Trust Holders CSC Holdings or the Xxxxx Family Affiliates and the Tatta Family Affiliates, as the case may be, prior to the effective date of the offering, any Children Trust Holder electing to have Shares included in CSC Holdings or the registration statement Xxxxx Family Affiliates and the Tatta Family Affiliates, as the case may be, shall either enter into underwriting agreements with customary terms and conditions for a secondary offering with such underwriter or underwriters providing for the inclusion of such number of the Shares owned by such Children Trust Holder CSC Holdings or the Xxxxx Family Affiliates and the Tatta Family Affiliates, as the case may be, in such offering on such terms and conditions or, if such Children Trust Holder CSC Holdings or the Xxxxx Family Affiliates and the Tatta Family Affiliates, as the case may be, shall refuse to enter into any such agreement, the Company shall have the right to exclude from such registration all (but not less than all) of the Shares of such Children Trust HolderShares. Notwithstanding the foregoing, (x) in no event will any Children Trust Holder be required in such underwriting agreement (or in any other agreement in connection with such offering) to (i) make any representations or warranties to or agreements with the underwriters other than representations, warranties or agreements customarily made by selling securityholders in underwritten secondary offerings, (ii) make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Children Trust Holder, the ownership of such Children Trust Holder’s Common Equity Securities, the authorization, validity and binding effect of transaction documents executed by such Children Trust Holder in connection with such registration and such Children Trust Holder’s intended method or methods of distribution and any other representation required by law; provided that no Children Trust Holder shall be required to make any representation or warranty to any person covered by the indemnity in Section 8(b) other than on a several (and not joint) basis, or (iii) furnish any indemnity to any person which is broader than the indemnity customarily furnished by selling security holders in underwritten offerings; provided that no Children Trust Holder shall be required to furnish any indemnity broader than the indemnity furnished by such Children Trust Holder in Section 8(b) to any person covered by the indemnity in Section 8(b), and (y) if the managing underwriter or underwriters of such offering informs CSC Holdings or the Children Trust Holders in writing Xxxxx Family Affiliates and the Tatta Family Affiliates, as the case may be, that the number of the Shares which CSC Holdings or the Children Trust Holders Xxxxx Family Affiliates and the number Tatta Family Affiliates, as the case may be, and of Shares the shares of Class A Common Stock which CSCo or the Other Holders CSCo Beneficiaries, as the case may be, intend to include in such offering is sufficiently large so as to affect materially and adversely the success of such offeringoffering materially and adversely, then the respective number of the Shares to be offered for the account of CSC Holdings or the Children Trust Holders Xxxxx Family Affiliates and the Other Holders Tatta Family Affiliates, as the case may be, and the shares of Class A Common Stock to be offered for the account of CSCo or the CSCo Beneficiaries, as the case may be, shall first 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. In giving effect to the foregoing reduction, the respective number of the Shares to be offered for the account of Children Trust Holders shall be reduced pro rata.

Piggyback Registration of the Shares. If the Company proposes to file a registration statement under the Securities Act with respect to an offering (a) by an Other Holder of its holdings of Class A Common Stock pursuant to the Xxxxx Children Trusts Registration Rights Agreement or the Remainco Registration Rights Agreement, as applicable, (b) by any other holder of any Common Equity Securities or (c) by the Company for its own account of any Common Equity Securities (other than a registration statement on Form S-4 or S-8, or any successor form or a form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders of the Company), the Company shall give written notice of such proposed filing to each of the Children Trust Xxxxx Family Holders at least 20 days before the anticipated filing date which shall state whether such registration will be in connection with an underwritten offering and offer such Children Trust Xxxxx Family Holders the opportunity, subject to obtaining Xxxxx’x consent, if he is not then deceased or disabled, opportunity to include in such registration statement such number of the Shares as such Children Trust Xxxxx Family Holder may request within not later than three days prior to the anticipated filing date. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit such Children Trust Xxxxx Family Holders to be included in the registration for such offering and to include such Shares in such offering on the same terms and conditions as the Common Equity Securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to such Children Trust Xxxxx Family Holders prior to the effective date of the offering, any Children Trust Xxxxx Family Holder electing to have Shares included in the registration statement shall either enter into underwriting agreements with customary terms and conditions for a secondary offering with such underwriter or underwriters providing for the inclusion of such number of the Shares owned by such Children Trust Xxxxx Family Holder in such offering on such terms and conditions or, if such Children Trust Xxxxx Family Holder shall refuse to enter into any such agreement, the Company shall have the right to exclude from such registration all (but not less than all) of the Shares of such Children Trust Xxxxx Family Holder. Notwithstanding the foregoing, (x) in no event will any Children Trust Xxxxx Family Holder be required in such underwriting agreement (or in any other agreement in connection with such offering) to (i) make any representations or warranties to or agreements with the underwriters other than representations, warranties or agreements customarily made by selling securityholders in underwritten secondary offerings, (ii) make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Children Trust Xxxxx Family Holder, the ownership of such Children Trust Xxxxx Family Holder’s Common Equity Securities, the authorization, validity and binding effect of transaction documents executed by such Children Trust Xxxxx Family Holder in connection with such registration and such Children Trust Xxxxx Family Holder’s intended method or methods of distribution and any other representation required by law; provided that no Children Trust Xxxxx Family Holder shall be required to make any representation or warranty to any person covered by the indemnity in Section 8(b7(b) other than on a several (and not joint) basis, or (iii) furnish any indemnity to any person which is broader than the indemnity customarily furnished by selling security holders in underwritten offerings; provided that no Children Trust Xxxxx Family Holder shall be required to furnish any indemnity broader than the indemnity furnished by such Children Trust Xxxxx Family Holder in Section 8(b7(b) to any person covered by the indemnity in Section 8(b7(b), and (y) if the managing underwriter or underwriters of such offering informs the Children Trust Xxxxx Family Holders in writing that the number of Shares which the Children Trust Xxxxx Family Holders and the number of Shares which the Other Holders intend to include in such offering is sufficiently large so as to affect materially and adversely the success of such offering, the Shares to be offered for the account of the Children Trust Xxxxx Family Holders, the Other Holders and the Other Holders other applicable holders of any Common Equity Securities shall first 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, provided, however, that in the event of a demand registration by Sphere Entertainment Holders pursuant to the Remainco Registration Rights Agreement, the Xxxxx Trust Holders acknowledge and agree that such Sphere Entertainment Holders shall be excluded from such pro rata reduction and the reduction shall be completed in accordance with the Remainco Registration Rights Agreement. In giving effect to the foregoing reduction, the respective number of the Shares to be offered for the account of Children Trust Xxxxx Family Holders shall be reduced pro rata.

Piggyback Registration of the Shares. If the Company proposes to file a registration statement under the Securities Act with respect to an offering (a) by an Other Holder of its holdings of Class A Common Stock pursuant to the Xxxxx Children Trusts Registration Rights Agreement or the Remainco Registration Rights Agreement, as applicable, (b) by any other holder of any Common Equity Securities or (c) by the Company for its own account of any Common Equity Securities (other than a registration statement on Form S-4 or S-8, or any successor form or a form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders of the Company), the Company shall give written notice of such proposed filing to each of the Children Trust Xxxxx Family Holders at least 20 days before the anticipated filing date which shall state whether such registration will be in connection with an underwritten offering and offer such Children Trust Xxxxx Family Holders the opportunity, subject to obtaining Xxxxx’x consent, if he is not then deceased or disabled, opportunity to include in such registration statement such number of the Shares as such Children Trust Xxxxx Family Holder may request within not later than three days prior to the anticipated filing date. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit such Children Trust Xxxxx Family Holders to be included in the registration for such offering and to include such Shares in such offering on the same terms and conditions as the Common Equity Securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to such Children Trust Xxxxx Family Holders prior to the effective date of the offering, any Children Trust Xxxxx Family Holder electing to have Shares included in the registration statement shall either enter into underwriting agreements with customary terms and conditions for a secondary offering with such underwriter or underwriters providing for the inclusion of such number of the Shares owned by such Children Trust Xxxxx Family Holder in such offering on such terms and conditions or, if such Children Trust Xxxxx Family Holder shall refuse to enter into any such agreement, the Company shall have the right to exclude from such registration all (but not less than all) of the Shares of such Children Trust Xxxxx Family Holder. Notwithstanding the foregoing, (x) in no event will any Children Trust Xxxxx Family Holder be required in such underwriting agreement (or in any other agreement in connection with such offering) to (i) make any representations or warranties to or agreements with the underwriters other than representations, warranties or agreements customarily made by selling securityholders in underwritten secondary offerings, (ii) make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Children Trust Xxxxx Family Holder, the ownership of such Children Trust Xxxxx Family Holder’s Common Equity Securities, the authorization, validity and binding effect of transaction documents executed by such Children Trust Xxxxx Family Holder in connection with such registration and such Children Trust Xxxxx Family Holder’s intended method or methods of distribution and any other representation required by law; provided that no Children Trust Xxxxx Family Holder shall be required to make any representation or warranty to any person covered by the indemnity in Section 8(b7(b) other than on a several (and not joint) basis, or (iii) furnish any indemnity to any person which is broader than the indemnity customarily furnished by selling security holders in underwritten offerings; provided that no Children Trust Xxxxx Family Holder shall be required to furnish any indemnity broader than the indemnity furnished by such Children Trust Xxxxx Family Holder in Section 8(b7(b) to any person covered by the indemnity in Section 8(b7(b), and (y) if the managing underwriter or underwriters of such offering informs the Children Trust Xxxxx Family Holders in writing that the number of Shares which the Children Trust Xxxxx Family Holders and the number of Shares which the Other Holders intend to include in such offering is sufficiently large so as to affect materially and adversely the success of such offering, the Shares to be offered for the account of the Children Trust Xxxxx Family Holders, the Other Holders and the Other Holders other applicable holders of any Common Equity Securities shall first 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, provided, however, that in the event of a demand registration by MSG Sphere Holders pursuant to the Remainco Registration Rights Agreement, the Xxxxx Family Holders acknowledge and agree that such MSG Sphere Holders shall be excluded from such pro rata reduction and the reduction shall be completed in accordance with the Remainco Registration Rights Agreement. In giving effect to the foregoing reduction, the respective number of the Shares to be offered for the account of Children Trust Xxxxx Family Holders shall be reduced pro rata.

Piggyback Registration of the Shares. (a) If the Company proposes to file a registration statement under the Securities Act with respect to an offering (a) by an Other Holder of its holdings of Class A Common Stock pursuant to the applicable Xxxxx Registration Rights Agreement, (b) by any other holder of any Common Equity Securities or (c) by the Company for its own account of any Common Equity Securities (Securities, other than (i) a registration statement on Form S-4 or S-8, or any successor form or a form filed in connection with an exchange offer or offer, (ii) in connection with an offering of securities solely to the existing stockholders shareholders of the Company), (iii) any form of registration statement that does not include substantially the same information, other than information relating to the selling holders or their plan of distribution, as would be required to be included in a registration statement covering the sale of the Shares, (iv) in connection with any dividend reinvestment or similar plan, (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction, or (vi) a registration in which the only common stock of the Company being registered is common stock issuable upon conversion of debt securities that are also being registered, the Company shall give written notice of such proposed filing to each of the Children Trust MSG Sphere Holders at least 20 days before the anticipated filing date which shall state whether such registration will be in connection with an underwritten offering and offer such Children Trust MSG Sphere Holders the opportunity, subject to obtaining Xxxxx’x consent, if he is not then deceased or disabled, opportunity to include in such registration statement such number of the Shares as such Children Trust MSG Sphere Holder may request within not later than three days prior to the anticipated filing date. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit such Children Trust MSG Sphere Holders to be included in the registration for such offering and to include such Shares in such offering on the same terms and conditions as the Common Equity Securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to such Children Trust MSG Sphere Holders prior to the effective date of the offering, any Children Trust MSG Sphere Holder electing to have Shares included in the registration statement shall either enter into underwriting agreements with customary terms and conditions for a secondary offering with such underwriter or underwriters providing for the inclusion of such number of the Shares owned by such Children Trust MSG Sphere Holder in such offering on such terms and conditions or, if such Children Trust MSG Sphere Holder shall refuse to enter into any such agreement, the Company shall have the right to exclude from such registration all (but not less than all) of the Shares of such Children Trust MSG Sphere Holder. Notwithstanding the foregoing, (x) in no event will any Children Trust MSG Sphere Holder be required in such underwriting agreement (or in any other agreement in connection with such offering) to (i) make any representations or warranties to or agreements with the underwriters other than representations, warranties or agreements customarily made by selling securityholders security holders in underwritten secondary offerings, (ii) make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Children Trust HolderMSG Sphere Holders, the ownership of such Children Trust MSG Sphere Holder’s Common Equity Securities, the authorization, validity and binding effect of transaction documents executed by such Children Trust MSG Sphere Holder in connection with such registration and such Children Trust MSG Sphere Holder’s intended method or methods of distribution and any other representation required by law; provided that no Children Trust MSG Sphere Holder shall be required to make any representation or warranty to any person covered by the indemnity in Section 8(b7(b) other than on a several (and not joint) basis, or (iii) furnish any indemnity to any person which is broader than the indemnity customarily furnished by selling security holders in underwritten offerings; provided that no Children Trust MSG Sphere Holder shall be required to furnish any indemnity broader than the indemnity furnished by such Children Trust MSG Sphere Holder in Section 8(b7(b) to any person covered by the indemnity in Section 8(b7(b), and (y) if the managing underwriter or underwriters of such offering informs the Children Trust MSG Sphere Holders in writing that the number of Shares which the Children Trust MSG Sphere Holders and the number of Shares which the Other Holders intend to include in such offering is sufficiently large so as to affect materially and adversely the success of such offering, the Shares to be offered for the account of the Children Trust MSG Sphere Holders, the Other Holders and the Other Holders other applicable holders of any Common Equity Securities shall first 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. In giving effect to the foregoing reduction, the respective number of the Shares to be offered for the account of Children Trust MSG Sphere Holders shall be reduced pro rata. (b) Each MSG Sphere Holder shall be permitted to withdraw all or part of such MSG Sphere Holder’s Shares from a piggyback registration at any time prior to the effective date thereof. (c) After a MSG Sphere Holder has been notified of its opportunity to include Shares in a piggyback registration, such MSG Sphere Holder (i) shall treat the Offering Confidential Information as confidential information, (ii) shall not use any Offering Confidential Information for any purpose other than to evaluate whether to include its Shares (or other shares of the common stock of the Company) in such piggyback registration and (iii) shall not disclose any Offering Confidential Information to any person other than such of its agents, employees, advisors and counsel as have a need to know such Offering Confidential Information, and to cause such agents, employees, advisors and counsel to comply with the requirements of this Section 3(c); provided, that any such MSG Sphere Holder may disclose Offering Confidential Information if such disclosure is required by legal process, but such MSG Sphere Holder shall cooperate with the Company to limit the extent of such disclosure through protective order or otherwise, and to seek confidential treatment of the Offering Confidential Information.

Piggyback Registration of the Shares. If the Company proposes to file a registration statement under the Securities Act with respect to an offering (a) by an Other Holder CSC Holdings or the Xxxxx Family Affiliates and the Tatta Family Affiliates, as the case may be, of its their respective holdings of Class A Common Stock pursuant to the Xxxxx CSC Holdings Registration Rights Agreement, (b) by any other security holder of any Common Equity Securities class of security of the Company or (c) by the Company for its own account of any Common Equity Securities class of security (other than a registration statement on Form S-4 or S-8X-0, X-0, X-00 or any successor form or a form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders of the Company), the Company shall give written notice of such proposed filing to each of CSCo or, if the Children Trust Holders Shares have been distributed by CSCo to the CSCo Beneficiaries, to the CSCo Beneficiaries, at least 20 twenty days before the anticipated filing date which shall state whether such registration will be in connection with an underwritten offering and offer such Children Trust Holders CSCo or the opportunityCSCo Beneficiaries, subject to obtaining Xxxxx’x consentif, in the case of the CSCo Beneficiaries, the CSCo Beneficiaries (x) receive the written consent of Xxxxx, (y) if he Xxxxx is not then deceased deceased, the written consent of his widow, or disabled(z) if both Xxxxx and his spouse are deceased, the written consent of the representative of the estate of the survivor of Xxxxx and his spouse, the opportunity to include in such registration statement such number of the Shares as such Children Trust Holder CSCo or the CSCo Beneficiaries, as the case may be, may request within three days prior to the anticipated filing date. If the anticipated filing date is deferred by more than five days, the Company shall promptly give written notice of such new filing date to CSCo or the CSCo Beneficiaries, as the case may be, which notice shall offer CSCo or the CSCo Beneficiaries, as the case may be, the opportunity (subject to any necessary consent set forth in clauses (x), (y) or (z) of the preceding sentence) to increase or decrease the number of the Shares that CSCo or the CSCo Beneficiaries, as the case may be, previously requested to be included in such registration statement as CSCo or the CSCo Beneficiaries, as the case may be, may request within two days prior to the new filing date. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit such Children Trust Holders CSCo or the CSCo Beneficiaries, as the case may be, to be included in the registration for such offering and to include such Shares in such offering on the same terms and conditions as the Common Equity Securities securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to such Children Trust Holders CSCo or the CSCo Beneficiaries, as the case may be, prior to the effective date of the offering, any Children Trust Holder electing to have Shares included in CSCo or the registration statement CSCo Beneficiaries, as the case may be, shall either enter into underwriting agreements with customary terms and conditions for a secondary offering with such underwriter or underwriters providing for the inclusion of such number of the Shares owned by such Children Trust Holder CSCo or the CSCo Beneficiaries, as the case may be, in such offering on such terms and conditions or, if such Children Trust Holder CSCo or the CSCo Beneficiaries, as the case may be, shall refuse to enter into any such agreement, the Company shall have the right to exclude from such registration all (but not less than all) of the Shares of such Children Trust HolderShares. Notwithstanding the foregoing, (x) in no event will any Children Trust Holder be required in such underwriting agreement (or in any other agreement in connection with such offering) to (i) make any representations or warranties to or agreements with the underwriters other than representations, warranties or agreements customarily made by selling securityholders in underwritten secondary offerings, (ii) make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Children Trust Holder, the ownership of such Children Trust Holder’s Common Equity Securities, the authorization, validity and binding effect of transaction documents executed by such Children Trust Holder in connection with such registration and such Children Trust Holder’s intended method or methods of distribution and any other representation required by law; provided that no Children Trust Holder shall be required to make any representation or warranty to any person covered by the indemnity in Section 8(b) other than on a several (and not joint) basis, or (iii) furnish any indemnity to any person which is broader than the indemnity customarily furnished by selling security holders in underwritten offerings; provided that no Children Trust Holder shall be required to furnish any indemnity broader than the indemnity furnished by such Children Trust Holder in Section 8(b) to any person covered by the indemnity in Section 8(b), and (y) if the managing underwriter or underwriters of such offering informs CSCo or the Children Trust Holders in writing CSCo Beneficiaries, as the case may be, that the number of the Shares which CSCo or the Children Trust Holders CSCo Beneficiaries, as the case may be, and of the shares of Class A Common Stock which CSC Holdings or the Xxxxx Family Affiliates and the number of Shares which Tatta Family Affiliates, as the Other Holders case may be, intend to include in such offering is sufficiently large so as to affect materially and adversely the success of such offeringoffering materially and adversely, the Shares shares of Class A Common Stock to be offered for the account of CSC Holdings or the Children Trust Holders Xxxxx Family Affiliates and the Other Holders Tatta Family Affiliates, as the case may be, shall first 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. In giving effect to the foregoing reduction, underwriter and then the respective number of the Shares to be offered for the account of Children Trust Holders CSCo or the CSCo Beneficiaries, as the case may be, shall be reduced pro ratarata to the extent necessary to effect such reduction.

Piggyback Registration of the Shares. (a) If the Company proposes to file a registration statement under the Securities Act with respect to an offering (a) by an Other Holder of its holdings of Class A Common Stock pursuant to the Xxxxx Registration Rights Agreement or the Remainco Registration Rights Agreement, as applicable, (b) by any other holder of any Common Equity Securities or (c) by the Company for its own account of any Common Equity Securities (other than a registration statement on Form S-4 or S-8, or any successor form or a form filed in connection with an exchange offer or an offering of securities solely to the existing stockholders of the Company), the Company shall give written notice of such proposed filing to each of the Children Trust Holders at least 20 days before the anticipated filing date which shall state whether such registration will be in connection with an underwritten offering and offer such Children Trust Holders the opportunity, subject to obtaining Xxxxx’x consent, if he is not then deceased or disabledreceipt of the Xxxxx Consent, to include in such registration statement such number of the Shares as such Children Trust Holder may request within not later than three days prior to the anticipated filing date. The Company shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit such Children Trust Holders to be included in the registration for such offering and to include such Shares in such offering on the same terms and conditions as the Common Equity Securities included in such offering. If such proposed offering is to be underwritten, then upon request by the managing underwriter or underwriters given to such Children Trust Holders prior to the effective date of the offering, any Children Trust Holder electing to have Shares included in the registration statement shall either enter into underwriting agreements with customary terms and conditions for a secondary offering with such underwriter or underwriters providing for the inclusion of such number of the Shares owned by such Children Trust Holder in such offering on such terms and conditions or, if such Children Trust Holder shall refuse to enter into any such agreement, the Company shall have the right to exclude from such registration all (but not less than all) of the Shares of such Children Trust Holder. Notwithstanding the foregoing, (x) in no event will any Children Trust Holder be required in such underwriting agreement (or in any other agreement in connection with such offering) to (i) make any representations or warranties to or agreements with the underwriters other than representations, warranties or agreements customarily made by selling securityholders in underwritten secondary offerings, (ii) make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Children Trust Holder, the ownership of such Children Trust Holder’s Common Equity Securities, the authorization, validity and binding effect of transaction documents executed by such Children Trust Holder in connection with such registration and such Children Trust Holder’s intended method or methods of distribution and any other representation required by law; provided that no Children Trust Holder shall be required to make any representation or warranty to any person covered by the indemnity in Section 8(b) other than on a several (and not joint) basis, or (iii) furnish any indemnity to any person which is broader than the indemnity customarily furnished by selling security holders in underwritten offerings; provided that no Children Trust Holder shall be required to furnish any indemnity broader than the indemnity furnished by such Children Trust Holder in Section 8(b) to any person covered by the indemnity in Section 8(b), and (y) if the managing underwriter or underwriters of such offering informs the Children Trust Holders in writing that the number of Shares which the Children Trust Holders and the number of Shares which the Other Holders intend to include in such offering is sufficiently large so as to affect materially and adversely the success of such offering, the Shares to be offered for the account of the Children Trust Holders, the Other Holders and the Other Holders other applicable holders of any Common Equity Securities shall first 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; provided, however, that in the event of a demand registration by Sphere Entertainment Holders pursuant to the Remainco Registration Rights Agreement, the Children Trust Holders acknowledge and agree that such Sphere Entertainment Holders shall be excluded from such pro rata reduction and the reduction shall be completed in accordance with the Remainco Registration Rights Agreement. In giving effect to the foregoing reduction, the respective number of the Shares to be offered for the account of Children Trust Holders shall be reduced pro rata.