Common use of Rights to Piggyback Clause in Contracts

Rights to Piggyback. Subject to the last sentence of this paragraph, if at any time after the date hereof, Xxxxx proposes to file either (i) a registration statement under the Securities Act or (ii) a Canadian Prospectus under Canadian Securities Laws (in either case, a "Proposed Filing") with respect to any proposed public offering by Xxxxx for its own account or by any holders of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) and the registration form or prospectus to be used may be used for the registration or qualification of the Subject Securities (a "Piggyback Filing"), Xxxxx will give prompt written notice to CLGI of its intention to effect such a registration or qualification, specifying if such Piggyback Filing contemplates an underwritten offering, and will use its reasonable best efforts, subject to Section 3(b) below, to include in such Piggyback Filing all Subject Securities with respect to which Xxxxx has received written request for inclusion therein within 15 days after receipt by CLGI of Xxxxx'x notice. Subject Securities with respect to which such requests for registration or qualification have been received will be registered or qualified by Xxxxx and offered to the public pursuant to this Section 3 on the same terms and subject to the same conditions applicable to the registration or qualification in a Proposed Filing of Common Shares to be sold by Xxxxx or by persons selling under such Proposed Filing. In no event shall Xxxxx be required to reduce the number of securities proposed to be sold by Xxxxx or alter the terms of the securities proposed to be sold by Xxxxx in order to induce the managing underwriter or underwriters to permit Subject Securities to be included in a Proposed Filing. CLGI will not be entitled to include Subject Securities pursuant to this Section 3(a) in any Registration Statement on Form S-4 or Form S-8 under the Securities Act (or any successor form or equivalent form applicable to Xxxxx) or Canadian Prospectus pertaining to the registration or qualification by prospectus of any securities of Xxxxx in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit plans.

Rights to Piggyback. Subject to the last sentence terms and conditions of this paragraphAgreement, if at any time after the date hereof, Xxxxx Company proposes to file either (i) a registration statement Registration Statement under the Securities Act or (ii) a Canadian Prospectus under Canadian Securities Laws (in either case, a "Proposed Filing") with respect to an offering of Common Stock or other equity securities of the Company (such Common Stock and other equity securities collectively, “Other Securities”) that may be consummated at any proposed public offering by Xxxxx time following the Lockup Release Date, whether or not for sale for its own account (other than a registration statement (i) on Form X-0, Xxxx X-0 or by any holders successor forms, (ii) filed solely in connection with any employee benefit or dividend reinvestment plan or (iii) pursuant to a demand registration in accordance with Section 2), then the Company shall, at such time, promptly give written notice of Common Shares such filing to the Holders (or securities convertible into or exchangeable or exercisable for Common Shares) and the registration form or prospectus to be used which may be used for given after such filing)(the “Piggyback Notice”). The Piggyback Notice shall offer the registration or qualification of Holders the Subject Securities (a "Piggyback Filing"), Xxxxx will give prompt written notice to CLGI of its intention to effect such a registration or qualification, specifying if such Piggyback Filing contemplates an underwritten offering, and will use its reasonable best efforts, subject to Section 3(b) below, opportunity to include in such Registration Statement, subject to the terms and conditions of this Agreement, the number of Registrable Securities as they may reasonably request (a “Piggyback Filing Registration”). Subject to the terms and conditions of this Agreement (including Section 3(b)), the Company shall include in each such Piggyback Registration all Subject Registrable Securities with respect to which Xxxxx the Company has received from a Holder a written request for inclusion therein within 15 20 days after following the Holder’s receipt of any Piggyback Notice, which request shall specify the maximum number of Registrable Securities intended to be disposed of by CLGI the Holder and the intended method of Xxxxx'x noticedistribution. Subject A Holder shall be permitted to withdraw all or part of the Registrable Securities with respect to which such requests for registration or qualification have been received will be registered or qualified by Xxxxx and offered from a Piggyback Registration at any time at least two Business Days prior to the public pursuant effective date of the Registration Statement relating to this Section 3 on the same terms and subject to the same conditions applicable to the registration or qualification in a Proposed Filing of Common Shares to be sold by Xxxxx or by persons selling under such Proposed FilingPiggyback Registration. In no event No Piggyback Registration shall Xxxxx be required to reduce count towards the number of securities proposed to be sold by Xxxxx or alter demand registrations that the terms of the securities proposed to be sold by Xxxxx in order to induce the managing underwriter or underwriters to permit Subject Securities to be included in a Proposed Filing. CLGI will not be Holders are entitled to include Subject Securities make in any period or in total pursuant to this Section 3(a) in any Registration Statement on Form S-4 or Form S-8 under the Securities Act (or any successor form or equivalent form applicable to Xxxxx) or Canadian Prospectus pertaining to the registration or qualification by prospectus of any securities of Xxxxx in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit plans2.

Rights to Piggyback. Subject to the last sentence of this paragraph, if at any time after the date hereof, Xxxxx proposes to file either (i) a registration statement under the Securities Act or (ii) a Canadian Prospectus under Canadian Securities Laws (in either case, a "Proposed FilingPROPOSED FILING") with respect to any proposed public offering by Xxxxx for its own account or by any holders of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) and the registration form or prospectus to be used may be used for the registration or qualification of the Subject Securities (a "Piggyback FilingPIGGYBACK FILING"), Xxxxx will give prompt written notice to CLGI of its intention to effect such a registration or qualification, specifying if such Piggyback Filing contemplates an underwritten offering, and will use its reasonable best efforts, subject to Section 3(b) below, to include in such Piggyback Filing all Subject Securities with respect to which Xxxxx has received written request for inclusion therein within 15 days after receipt by CLGI of Xxxxx'x notice. Subject Securities with respect to which such requests for registration or qualification have been received will be registered or qualified by Xxxxx and offered to the public pursuant to this Section 3 on the same terms and subject to the same conditions applicable to the registration or qualification in a Proposed Filing of Common Shares to be sold by Xxxxx or by persons selling under such Proposed Filing. In no event shall Xxxxx be required to reduce the number of securities proposed to be sold by Xxxxx or alter the terms of the securities proposed to be sold by Xxxxx in order to induce the managing underwriter or underwriters to permit Subject Securities to be included in a Proposed Filing. CLGI will not be entitled to include Subject Securities pursuant to this Section 3(a) in any Registration Statement on Form S-4 or Form S-8 under the Securities Act (or any successor form or equivalent form applicable to Xxxxx) or Canadian Prospectus pertaining to the registration or qualification by prospectus of any securities of Xxxxx in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit plans.

Rights to Piggyback. Subject to the last sentence of this paragraphSection 3(a), if at any time after the date hereof, Xxxxx Moore proposes to file either (i) a registration statement under the unxxx xhe Securities Act or (ii) a Canadian Prospectus under Canadian Securities Laws (in either case, a "Proposed FilingPROPOSED FILING") with respect to any proposed public offering by Xxxxx Moore for its own account or by any holders of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) and the registration form or prospectus to be used may be used for the registration or qualification of the Subject Securities (a "Piggyback FilingPIGGYBACK FILING"), Xxxxx Moore will give prompt written notice to CLGI the Investors of its intention intenxxxx to effect such a registration or qualification, specifying if such Piggyback Filing contemplates an underwritten offering, and will use its reasonable best efforts, subject to Section 3(b) below, to include in such Piggyback Filing all Subject Securities with respect to which Xxxxx Moore has received written request from the Investors for inclusion therein inclusiox xxerein within 15 days after receipt by CLGI the Investors of Xxxxx'x Moore's notice; PROVIDED; HOWEVER, in the case of a Piggyback Filxxx xx the form of a Shelf Registration and/or a Canadian Shelf requested under Section 2(a) of this Agreement or under Section 2(a) of the Existing Registration Rights Agreement, the Investors shall be entitled to written notice of such Piggyback Filing and to make a written request for inclusion of all of their Subject Securities therein for the sole purposes of (i) selling such securities thereunder in respect of an Underwritten Takedown Request pursuant to Section 2(a) of this Agreement or Section 2(a) of the Existing Registration Rights Agreement and no other takedown requests and (ii) selling such securities thereunder in block trades. Subject Securities with respect to which such requests for registration or qualification have been received will be registered or qualified by Xxxxx Moore and offered to the public pursuant to this Section 3 on the same terms sxxx xerms and subject to the same conditions applicable to the registration or qualification in a Proposed Filing of Common Shares to be sold by Xxxxx Moore or by persons selling under such Proposed Filing. In no event shall Xxxxx evenx xxxll Moore be required by any Investor requesting inclusion, pursuant tx xxxs Section 3(a), of its Subject Securities in any Piggyback Filing to reduce the number of securities proposed to be sold by Xxxxx Moore or alter the terms of the securities proposed to be sold by Xxxxx Xxxxe in order to induce the managing underwriter or underwriters to permit xx xermit Subject Securities to be included in a Proposed Filing. CLGI The GSC Investors will not be entitled to include Subject Securities pursuant to this Section 3(a) in any Registration Statement on Form S-4 or Form S-8 under the Securities Act (or any successor form or equivalent form applicable to XxxxxMoore) or Canadian Prospectus pertaining to the registration or qualification qxxxxxication by prospectus of any securities of Xxxxx Moore in connection with mergers, acquisitions, exchange offersoffexx, subscription offers, dividend reinvestment plans or stock options or other employee benefit plans.

Rights to Piggyback. Subject to the last sentence of this paragraphSection 3(a), if at any time after the date hereof, Xxxxx proposes to file either (i) a registration statement under the Securities Act or (ii) a Canadian Prospectus under Canadian Securities Laws (in either case, a "Proposed Filing"“PROPOSED FILING”) with respect to any proposed public offering by Xxxxx for its own account or by any holders of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) and the registration form or prospectus to be used may be used for the registration or qualification of the Subject Securities (a "Piggyback Filing"“PIGGYBACK FILING”), Xxxxx will give prompt written notice to CLGI the Investors of its intention to effect such a registration or qualification, specifying if such Piggyback Filing contemplates an underwritten offering, and will use its reasonable best efforts, subject to Section 3(b) below, to include in such Piggyback Filing all Subject Securities with respect to which Xxxxx has received written request from the Investors for inclusion therein within 15 days after receipt by CLGI the Investors of Xxxxx'x Xxxxx’x notice; PROVIDED; HOWEVER, in the case of a Piggyback Filing in the form of a Shelf Registration and/or a Canadian Shelf requested under Section 2(a) of this Agreement or under Section 2(a) of the Existing Registration Rights Agreement, the Investors shall be entitled to written notice of such Piggyback Filing and to make a written request for inclusion of all of their Subject Securities therein for the sole purposes of (i) selling such securities thereunder in respect of an Underwritten Takedown Request pursuant to Section 2(a) of this Agreement or Section 2(a) of the Existing Registration Rights Agreement and no other takedown requests and (ii) selling such securities thereunder in block trades. Subject Securities with respect to which such requests for registration or qualification have been received will be registered or qualified by Xxxxx and offered to the public pursuant to this Section 3 on the same terms and subject to the same conditions applicable to the registration or qualification in a Proposed Filing of Common Shares to be sold by Xxxxx or by persons selling under such Proposed Filing. In no event shall Xxxxx be required by any Investor requesting inclusion, pursuant to this Section 3(a), of its Subject Securities in any Piggyback Filing to reduce the number of securities proposed to be sold by Xxxxx or alter the terms of the securities proposed to be sold by Xxxxx in order to induce the managing underwriter or underwriters to permit Subject Securities to be included in a Proposed Filing. CLGI The GSC Investors will not be entitled to include Subject Securities pursuant to this Section 3(a) in any Registration Statement on Form S-4 or Form S-8 under the Securities Act (or any successor form or equivalent form applicable to Xxxxx) or Canadian Prospectus pertaining to the registration or qualification by prospectus of any securities of Xxxxx in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit plans.

Rights to Piggyback. Subject to the last sentence of this paragraph, if at any time after whenever the date hereof, Xxxxx Company proposes to file either (i) a registration statement under the Securities Act or (ii) a Canadian Prospectus under Canadian Securities Laws (in either case, a "Proposed Filing") with respect to register any proposed public offering by Xxxxx for its own account or by any holders shares of Common Shares Stock (or securities convertible into or exchangeable or exercisable for shares of the Common SharesStock) under the Securities Act (a "Proposed Registration") and the registration form or prospectus to be used may be used for the registration or qualification of the Subject Registrable Securities (a "Piggyback FilingRegistration"), Xxxxx the Company will give prompt written notice of such Proposed Registration as soon as practicable to CLGI the Investment Manager, on behalf of its intention to effect such a registration or qualification, specifying if such Piggyback Filing contemplates an underwritten offeringthe Master Trust, and will use its reasonable best effortswill, subject to Section 3(b) below, to include in such Piggyback Filing all Subject Registration such Registrable Securities with respect to which Xxxxx as the Company has received written request for inclusion therein from the Investment Manager, acting on behalf of the Master Trust, within 15 days 10 Business Days after receipt by CLGI of Xxxxx'x the Company's notice. Subject Registrable Securities with respect to which such requests a request for registration or qualification have Piggyback Registration has been received will be registered or qualified by Xxxxx the Company and offered to the public pursuant to this Section 3 on the same terms and subject to the same conditions applicable to the registration or qualification in a Proposed Filing Registration of shares of the Common Shares Stock to be sold by Xxxxx the Company or by persons Persons selling under such Proposed FilingRegistration. In no event shall Xxxxx be required to reduce the number of securities proposed to be sold by Xxxxx or alter the terms of the securities proposed to be sold by Xxxxx in order to induce the managing underwriter or underwriters to permit Subject Securities to be included in a Proposed Filing. CLGI The Master Trust will not be entitled to include Subject Registrable Securities pursuant to this Section paragraph 3(a) in any Registration Statement on Form S-4 or Form S-8 under the Securities Act (or any successor form or equivalent form applicable to Xxxxxi) or Canadian Prospectus except as otherwise permitted by Section 2 hereof and (ii) pertaining to the registration or qualification by prospectus of any securities of Xxxxx the Company in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options options, (iii) a registration on Form S-4 or S-8 or any successor to such forms, (iv) a registration of shares of the Common Stock solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plansplan arrangement or (v) pursuant to any shelf registration under Rule 415 of the Securities Act. If at any time after giving written notice of its intention to register any securities and prior to the effective date of the related registration statement, the Company shall determine for any reason not to register or to delay registration of such shares of Common Stock, the Company may, at its election, give written notice of such determination to the Investment Manager, on behalf of the Master Trust, and, (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registering such other securities.

Rights to Piggyback. Subject to the last sentence of this paragraph, if at any time after the date hereof, Xxxxx proposes to file either (i) a registration statement under the Securities Act or (ii) a Canadian Prospectus under Canadian Securities Laws (in either case, a "“Proposed Filing"”) with respect to any proposed public offering by Xxxxx for its own account or by any holders of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) and the registration form or prospectus to be used may be used for the registration or qualification of the Subject Securities (a "“Piggyback Filing"”), Xxxxx will give prompt written notice to CLGI of its intention to effect such a registration or qualification, specifying if such Piggyback Filing contemplates an underwritten offering, and will use its reasonable best efforts, subject to Section 3(b) below, to include in such Piggyback Filing all Subject Securities with respect to which Xxxxx has received written request for inclusion therein within 15 days after receipt by CLGI of Xxxxx'x Xxxxx’x notice. Subject Securities with respect to which such requests for registration or qualification have been received will be registered or qualified by Xxxxx and offered to the public pursuant to this Section 3 on the same terms and subject to the same conditions applicable to the registration or qualification in a Proposed Filing of Common Shares to be sold by Xxxxx or by persons selling under such Proposed Filing. In no event shall Xxxxx be required to reduce the number of securities proposed to be sold by Xxxxx or alter the terms of the securities proposed to be sold by Xxxxx in order to induce the managing underwriter or underwriters to permit Subject Securities to be included in a Proposed Filing. CLGI will not be entitled to include Subject Securities pursuant to this Section 3(a) in any Registration Statement on Form S-4 or Form S-8 under the Securities Act (or any successor form or equivalent form applicable to Xxxxx) or Canadian Prospectus pertaining to the registration or qualification by prospectus of any securities of Xxxxx in connection with mergers, acquisitions, exchange offers, subscription offers, dividend reinvestment plans or stock options or other employee benefit plans.

Rights to Piggyback. Subject to the last sentence of this paragraphSection 3(a), if at any time after the date hereof, Xxxxx Moore proposes to file either (i) a registration statement under the undex xxx Securities Act or (ii) a Canadian Prospectus under Canadian Securities Laws (in either case, a "Proposed FilingPROPOSED FILING") with respect to any proposed public offering by Xxxxx Moore for its own account or by any holders of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) and the registration form or prospectus to be used may be used for the registration or qualification of the Subject Securities (a "Piggyback FilingPIGGYBACK FILING"), Xxxxx Moore will give prompt written notice to CLGI the Investors of its intention to intentixx xx effect such a registration or qualification, specifying if such Piggyback Filing contemplates an underwritten offering, and will use its reasonable best efforts, subject to Section 3(b) below, to include in such Piggyback Filing all Subject Securities with respect to which Xxxxx Moore has received written request from the Investors for inclusion therein xxxxein within 15 days after receipt by CLGI the Investors of Xxxxx'x Moore's notice; PROVIDED; HOWEVER, in the case of a Piggyback Filinx xx xxe form of a Shelf Registration and/or a Canadian Shelf requested under Section 2(a) of this Agreement or under Section 2(a) of the Existing Registration Rights Agreement, the Investors shall be entitled to written notice of such Piggyback Filing and to make a written request for inclusion of all of their Subject Securities therein for the sole purposes of (i) selling such securities thereunder in respect of an Underwritten Takedown Request pursuant to Section 2(a) of this Agreement or Section 2(a) of the Existing Registration Rights Agreement and no other takedown requests and (ii) selling such securities thereunder in block trades. Subject Securities with respect to which such requests for registration or qualification have been received will be registered or qualified by Xxxxx Moore and offered to the public pursuant to this Section 3 on the same terms samx xxxms and subject to the same conditions applicable to the registration or qualification in a Proposed Filing of Common Shares to be sold by Xxxxx Moore or by persons selling under such Proposed Filing. In no event shall Xxxxx xxxxx Moore be required by any Investor requesting inclusion, pursuant to xxxx Section 3(a), of its Subject Securities in any Piggyback Filing to reduce the number of securities proposed to be sold by Xxxxx Moore or alter the terms of the securities proposed to be sold by Xxxxx Mxxxx in order to induce the managing underwriter or underwriters to permit tx xxxmit Subject Securities to be included in a Proposed Filing. CLGI The GSC Investors will not be entitled to include Subject Securities pursuant to this Section 3(a) in any Registration Statement on Form S-4 or Form S-8 under the Securities Act (or any successor form or equivalent form applicable to XxxxxMoore) or Canadian Prospectus pertaining to the registration or qualification quaxxxxxation by prospectus of any securities of Xxxxx Moore in connection with mergers, acquisitions, exchange offers, subscription xubscription offers, dividend reinvestment plans or stock options or other employee benefit plans.

Rights to Piggyback. Subject to the last sentence of this paragraphSection 3(a), if at any time after the date hereof, Xxxxx Moore proposes to file either (i) a registration statement under the xxx Securities Act or (ii) a Canadian Prospectus under Canadian Securities Laws (in either case, a "Proposed Filing") with respect to any proposed public offering by Xxxxx Moore for its own account or by any holders of Common Shares (or securities convertible into or exchangeable or exercisable for Common Shares) and the registration form or prospectus to be used may be used for the registration or qualification of the Subject Securities (a "Piggyback Filing"), Xxxxx Moore will give prompt written notice to CLGI the Investors of its intention intexxxxx to effect such a registration or qualification, specifying if such Piggyback Filing contemplates an underwritten offering, and will use its reasonable best efforts, subject to Section 3(b) below, to include in such Piggyback Filing all Subject Securities with respect to which Xxxxx Moore has received written request from the Investors for inclusion therein inclusixx xherein within 15 days after receipt by CLGI the Investors of Xxxxx'x Moore's notice; provided; however, in the case of a Piggyback Fixxxx xx the form of a Shelf Registration and/or a Canadian Shelf requested under Section 2(a) of this Agreement or under Section 2(a) of the Existing Registration Rights Agreement, the Investors shall be entitled to written notice of such Piggyback Filing and to make a written request for inclusion of all of their Subject Securities therein for the sole purposes of (i) selling such securities thereunder in respect of an Underwritten Takedown Request pursuant to Section 2(a) of this Agreement or Section 2(a) of the Existing Registration Rights Agreement and no other takedown requests and (ii) selling such securities thereunder in block trades. Subject Securities with respect to which such requests for registration or qualification have been received will be registered or qualified by Xxxxx Moore and offered to the public pursuant to this Section 3 on the same xxxx terms and subject to the same conditions applicable to the registration or qualification in a Proposed Filing of Common Shares to be sold by Xxxxx Moore or by persons selling under such Proposed Filing. In no event shall Xxxxx evexx xxall Moore be required by any Investor requesting inclusion, pursuant xx xxis Section 3(a), of its Subject Securities in any Piggyback Filing to reduce the number of securities proposed to be sold by Xxxxx Moore or alter the terms of the securities proposed to be sold by Xxxxx bx Xxxre in order to induce the managing underwriter or underwriters to xx permit Subject Securities to be included in a Proposed Filing. CLGI The GSC Investors will not be entitled to include Subject Securities pursuant to this Section 3(a) in any Registration Statement on Form S-4 or Form S-8 under the Securities Act (or any successor form or equivalent form applicable to XxxxxMoore) or Canadian Prospectus pertaining to the registration or qualification xxxxxfication by prospectus of any securities of Xxxxx Moore in connection with mergers, acquisitions, exchange offersoffxxx, subscription offers, dividend reinvestment plans or stock options or other employee benefit plans.