Common use of Right to Piggyback Clause in Contracts

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after the receipt of the Company’s notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar formsRegistration) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 20 days after the receipt of the Company’s notice's notice (subject to Sections 2(c) and (d) below).

Right to Piggyback. Whenever the Company proposes to register conduct an underwritten registration of any of its equity securities under the Securities Act (other than pursuant to a Demand Registration (i) in an Initial Public Offering or a (ii) in connection with registration on Form S-4 or Form S-8 or any successor or similar formsform) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) belowSection 5(b), will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 15 days after the receipt delivery of the Company’s notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than (i) pursuant to a Demand Registration (which is covered in Section 1) or a registration (ii) in connection with registrations on Form S-4 or form S-8 or any successor or similar formsform) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration andand shall, subject to Sections 2(c) the terms and 2(d) belowconditions set forth herein, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 25 days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever At any time following the consummation of the Transactions, if the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to Common Stock in a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) Qualified Offering and the registration form to be used in such Qualified Offering also may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own accountSecurities, the Company will give prompt written notice to all holders the Holders of Registrable Securities Securities, of its the Company's intention to effect such a registration and, subject as soon as practicable (but in no event less than 30 days before the anticipated filing date of the Company's registration statement with the SEC). Subject to Sections 2(c) and 2(dsubparagraph 1(b) below, the Company will include in such registration all Registrable Securities with respect to which the Company has received from the Holders written requests for inclusion therein within 10 20 days after the receipt of date on which the Company’s noticeCompany sends the Piggyback Notice to the Holders.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to whether such registration is a Demand Registration primary registration on behalf of the Company or a secondary registration on Form S-4 or S-8 or any successor or similar formsbehalf of other holders of the Company’s securities) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and the estimated price range of such offering and, subject to Sections 2(c) and 2(dexcept as provided in Section 2.2(b) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 5 business days after the receipt of the Company’s notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after the receipt sending by the Company of the Company’s notice.

Right to Piggyback. Whenever securities of the Company proposes Corporation are to register any of its equity securities be registered under the Securities Act (other than pursuant to a Demand Registration or a registration statement on Form S-4 or S-8 or any successor or similar formsForm S-8) and the registration form to be used may be used for the registration of Registrable Securities Shares (a “Piggyback Registration”), whether or not for sale for its own account, the Company Corporation will give prompt written notice (and in any event within 3 business days after its receipt of notice of any exercise of demand registration rights by holders of the Corporation’s securities other than the Registrable Shares and at least 15 days prior to the filing of any registration statement) to all holders Holders of Registrable Securities Shares of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities Shares with respect to which the Company Corporation has received written requests for inclusion therein within 10 days after the receipt of the CompanyCorporation’s noticenotice has been given.

Right to Piggyback. Whenever the Company proposes to register any ------------------ of its equity securities under the Securities Act (other than pursuant to a Demand Registration or its initial public offering and other than a registration on Form S-4 or Form S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or ---------------------- not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities TTC and each Tanning Party, of its intention to effect such a registration and, and will (subject to Sections 2(csubparagraphs (b) and 2(d(c), below) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 15 days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will give prompt written notice (either before or after the filing of the registration statement) to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after the receipt sending by the Company of the Company’s notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities Equity Securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 covering the offer and sale by the Company or any successor or similar forms) other Person of its Equity Securities for cash and the registration form to be used may be used for the registration of any Total Registrable Securities (other than pursuant to a registration on Form S-8 or any successor or similar forms) (a “Piggyback Registration”), whether or not for sale for its own account, the Company will give prompt written notice to all holders of any Total Registrable Securities of its intention to effect such a registration and, subject and will use its reasonable best efforts to Sections 2(c) and 2(d) below, will include in such registration all Total Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after the receipt of the Company’s noticesuch written notice has been given.

Right to Piggyback. Whenever the Company proposes to register any of its common equity securities (other than Registrable Securities) under the Securities Act (other than pursuant to a Demand Registration or a registration statement on Form S-8 or on Form S-4 or S-8 any similar successor forms thereto), whether for its own account or any successor for the account of one or similar forms) more securityholders of the Company, and the registration form to be used may be used for the any registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will shall give prompt written notice to all holders of Registrable Securities Holders of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) belowSection 5(b), will shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 15 days after the receipt of the Company’s 's notice. The Company may postpone or withdraw the filing or the effectiveness of a Piggyback Registration at any time in its sole discretion.

Right to Piggyback. Whenever at anytime after the IPO Closing ------------------ Date, the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or Form S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether ---------------------- or not for sale for its own account, the Company will give prompt written notice to all holders each of Registrable Securities Tracinda, Seven and the Executives of its intention to effect such a registration and, subject and the class or classes of equity securities of the Company to Sections 2(c) be registered and 2(d) below, will include in such registration all Registrable Securities of the same class or classes with respect to which the Company has received written requests for inclusion therein within 10 20 days after the receipt of the notice from the Company’s notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or (i) a registration on Form S-4 in connection with shares issued by the Company in connection with the acquisition of any company or S-8 companies or any successor or similar forms(ii) a registration solely of shares that have been issued pursuant to the Company's employee benefit plans) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or Form S-8 or any successor or similar formsforms ) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections paragraphs 2(c) and 2(d) below), will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration Registration, which shall be governed by Section 1, or a registration on Form S-4 or Form S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c2(b) and 2(d) below2(c), will shall include in such registration all Registrable Securities with respect to which the .the Company has received written requests for inclusion therein within 10 fifteen (15) days after the receipt delivery of the Company’s notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act for its own account or for the account of other Persons (other than pursuant to a Demand Registration or a registration on Form S-4 or Form S-8 or any successor or similar formsform) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will shall give prompt written notice (in any event within 20 business days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all the holders of the Registrable Securities of its intention to effect such a registration andregistration, subject to Sections 2(c) and 2(d) below, will shall include in such registration all Registrable Securities with respect (subject to which Section 3.2) that the Company has received written requests for inclusion therein within 10 days after the receipt holders of the Company’s noticeRegistrable Securities have requested to be included.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act Act, for its own account or for the account of any holder of its securities other than Registrable Securities, (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will shall give prompt written notice to all holders of Stockholders holding Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will shall include in such registration all Registrable Securities held by such Stockholders with respect to which the Company has received written requests for inclusion therein within 10 fifteen (15) days after the receipt of the Company’s notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than Act, including, without limitation, pursuant to a Demand Registration or a registration (other than in connection with registrations on Form S-4 or S-8 or any successor or similar formsform) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will shall give prompt written notice (in any event within three (3) Business Days prior to the filing of the registration statement relating to such registration) to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 twenty (20) calendar days after the receipt delivery of the Company’s notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar formsRegistration) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 15 days after the receipt of the Company’s 's notice. Subject to the provisions of Section 2.2 below, the Company shall also be entitled to include in such registration any other securities requested to be included in such registration.

Right to Piggyback. Whenever the Company proposes to register ------------------ any of its equity securities under the Securities Act (other than (i) pursuant to a Demand Registration or (ii) pursuant to a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback --------- Registration”"), whether or not for sale for its own account, the Company will ------------ give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 15 days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar formsRegistration) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will shall give prompt written notice (in any event within three business days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all holders of Registrable Securities of its intention to effect such a registration andand shall, subject to Sections the provisions of paragraph 2(c) and 2(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 20 days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms(which is addressed under paragraph 1 above rather than under this paragraph 2)) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will shall give prompt written notice (in any event within three business days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 20 days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever the Company proposes to register ------------------ any of its equity securities under the Securities Act (other than pursuant to a Series A-2 Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) Series B Purchaser Demand Registration), and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will give prompt written ---------------------- notice (in any event within three (3) Business Days after its receipt of notice of any exercise of other demand registration rights) to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than Act, including, without limitation, pursuant to a Demand Registration or a registration (other than in connection with registrations on Form S-4 or S-8 or any successor or similar formsform) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will shall give prompt written notice (in any event within three (3) Business Days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 twenty (20) days after the receipt delivery of the Company’s notice.

Right to Piggyback. Whenever Subject to Section 9(h), whenever the Company proposes to register any of its equity securities Equity Interests under the Securities Act (other than pursuant to a Demand Registration or otherwise, (other than, a registration on transaction described under Rule 145 of the Securities Act, a transaction registering securities convertible into Equity Interests or pursuant to Form S-4 or S-8 or any its successor or similar forms) and the registration form to be used may be used for the registration of the Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will shall give prompt written notice to all holders of Registrable Securities the Equityholders of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all the Registrable Securities of the Equityholders with respect to which the Company has received written requests for inclusion therein within 10 15 days after the receipt of the Company’s notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities, or securities convertible or exchangeable into or exercisable for its equity securities, under the Securities Act (other than pursuant to a Demand Registration or hereunder and other than pursuant to a registration statement on Form S-4 or S-8 or any successor or similar forms) S-8), and the registration form to be used may be used for the registration of any Registrable Securities Shares (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will give prompt written notice to all holders of the Registrable Securities Shares of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities Shares (in accordance with the priorities set forth in Sections 3.2 and 3.3 below) with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after the receipt delivery of the Company’s 's notice.

Right to Piggyback. Whenever the Company Holdings proposes to register any of its equity securities under the Securities Act (other than in an Initial Public Offering or pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company Holdings will give prompt written notice to all holders of Registrable Securities of its intention to effect such a -4- registration and, subject to Sections 2(c) and paragraph 2(d) below, will include in such registration all Registrable Securities with respect to which the Company Holdings has received written requests for inclusion therein within 10 30 days after the receipt of the Company’s Holdings's notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a any registration on Form S-4 or S-8 or any successor or similar formsForm S-8) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will shall give prompt written notice to all holders Holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c1(c) and 2(d1(d) below, will shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 20 days after the receipt of the Company’s notice.

Right to Piggyback. Whenever the Company proposes to register conduct an underwritten registration of any of its equity securities under the Securities Act (other than pursuant to a Demand Registration (i) in an Initial Public Offering or a (ii) in connection with registration on Form S-4 or Form S-8 or any successor or similar formsform) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) belowSection 5(b), will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 15 days after the receipt delivery of the Company’s notice.. (b)

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used in compliance with applicable law for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 20 days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever At any time on or after the Effective Date, whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration Registration, which shall be governed by Section 2, and registrations related solely to employee benefit plans or a registration on Form S-4 or S-8 or any successor or similar formsRule 145 transaction) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will shall give prompt written notice to all holders of Registrable Securities the MAC Trusts of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) belowthe terms hereof (including Section 3.2), will shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days Business Days after the receipt of such holders receive the Company’s notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (including primary and secondary registrations, and other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar formsan Excluded Registration) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities Holders of its intention to effect such a registration Piggyback Registration and, subject to Sections 2(cthe terms of Section 2(b) and 2(d) belowSection 2(c), will include in such registration Piggyback Registration (and in all related registrations or qualifications under blue sky laws and in any related underwriting) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after the receipt delivery of the Company’s notice; provided that the Company shall not be required to provide such notice or include any Registrable Securities in such registration if no Lateral Investor elects to include any Lateral Investor Registrable Securities in such registration, unless the Majority Holders otherwise consent in writing.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities and FBR Registrable Shares of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities and FBR Registrable Shares with respect to which the Company has received written requests for inclusion therein within 10 days after the receipt of the Company’s notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration (x) in connection with an Exit Event, (y) the IPO or (z) a registration on Form S-4 or Form S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Stockholders holding Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities held by Stockholders with respect to which the Company has received written requests for inclusion therein within 10 20 days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever If the Company at any time proposes to register any of its equity Common Stock or other securities under the Securities 1933 Act (other than pursuant for sale to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”)public, whether or not for sale for its own accountaccount or for the account of other shareholders or both (except with respect to registration statements on Form S-4, Xxxx X-0 xx another form not available for registering the Registrable Shares for sale to the public) (a "Piggyback Registration"), the Company will promptly (but in any event within 30 days) give prompt written notice to all holders of Registrable Securities of Harlxxx xx its intention to effect such a registration andand will include, subject to Sections 2(cSection 5(a) and 2(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 five business days after the receipt of the Company’s notice's notice (a "Piggyback Registration Request").

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than in an Initial Public Offering or pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 30 days after the receipt of the Company’s notice.

Right to Piggyback. Whenever the Company Corporation proposes to register register, either for its own account or the account of a security holder or holders, any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or hereunder and other than pursuant to a registration statement on Form S-4 or S-8 or any successor Form S-4, or similar formstheir successors) and the registration form to be used may be used for the registration of any Registrable Securities Shares (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company Corporation will give prompt written notice to all holders of the Registrable Securities Shares of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities Shares (in accordance with the priorities set forth in Sections 3.2 below) with respect to which the Company Corporation has received written requests for inclusion therein within 10 20 days after the receipt delivery of the Company’s Corporation's notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such -4- 5 registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 20 days after the receipt of the Company’s 's notice. The rights of a holder of Registrable Securities under this Section 2.2 shall expire at such time as the Registrable Securities of such holder are transferable without restriction as to volume under Rule 144 under the Securities Act.

Right to Piggyback. Whenever at anytime after the IPO Closing Date, the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or Form S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will give prompt written notice to all holders each of Registrable Securities Tracinda, Seven and the Executives of its intention to effect such a registration and, subject and the class or classes of equity securities of the Company to Sections 2(c) be registered and 2(d) below, will include in such registration all Registrable Securities of the same class or classes with respect to which the Company has received written requests for inclusion therein within 10 20 days after the receipt of the notice from the Company’s notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar formsRegistration) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will shall give prompt written notice (in any event within five business days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 20 days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever If the Company proposes to register any of ------------------ its equity securities on its behalf or on behalf of any selling securityholder under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 solely in connection with an employee benefit or S-8 or any successor or similar formsstock ownership plan) and the registration form to be used may be used for the registration of Registrable Securities Stock (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities Stock of its intention to effect such a registration and, subject (each a "Piggyback Notice"). Subject to Sections 2(c) subparagraphs 3B and 2(d) 3C below, the Company will include in such registration all shares of Registrable Securities with respect to Stock which holders of Registrable Stock request the Company has received to include in such registration by written requests for inclusion therein notice given to be Company within 10 15 days after the receipt date of sending of the Company’s 's notice.

Right to Piggyback. Whenever Except for a registration on Form S-8 of shares issued pursuant to the Company's 1997 Stock Option Plan, whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) Registration), and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will give prompt written notice (in any event within five (5) Business Days after its receipt of notice of any exercise of other demand registration rights) to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities Common Stock under the Securities Act (other than pursuant to a Demand Registration registration statement on Form S-8 or S-4 or any similar form or in connection with a registration on Form S-4 or S-8 or any successor or similar formsthe primary purpose of which is to register debt securities (i.e., in connection with a so-called “equity kicker”)) and the a registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 twenty days after the receipt of the Company’s notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than (i) pursuant to a Demand Registration Registration, (ii) in connection with an initial public offering of the Company's equity securities, or a registration (iii) in connection with registrations on Form S-4 or form S-8 or any successor or similar formsform) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will shall give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 20 days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity Common Stock or other securities convertible or exchangeable into or exercisable for Common Stock under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will give prompt written notice (in any event within ten (10) business days after its receipt of a Demand Registration) to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(cParagraphs 3(c) and 2(d3(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 ten (10) days after the receipt of the Company’s notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever the Company proposes to register any ------------------ of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will shall give prompt written notice to all ---------------------- holders of Registrable Securities of its intention to effect such a registration and, subject to Sections paragraphs 2(c) and 2(d) below, will shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 20 days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities Common Stock under the Securities Act (other than pursuant to a Demand Registration registration statement on Form S-8 or S-4 or any similar form or in connection with a registration on Form S-4 or S-8 or any successor or similar formsthe primary purpose of which is to register debt securities (i.e., in connection with a so-called "equity kicker")) and the a registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 twenty (20) days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration an employee benefit plan or a registration on Form S-4 to the extent issued as consideration for an acquisition of the assets or S-8 or any successor or similar formsstock of another entity) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will shall give prompt written notice (in any event within three business days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 20 days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar formsRegistration) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will give prompt written notice (in any event within five business days after its receipt of notice of any exercise of demand registration rights other than under this Agreement) to all holders of Registrable Securities and Executive Registrable Securities (as defined below) of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities and Executive Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 15 days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than in an Initial Public Offering or pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “"Piggyback Registration”"), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) and 2(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 30 days after the receipt of the Company’s 's notice.

Right to Piggyback. Whenever the Company proposes to register any of its equity securities under the Securities Act (other than pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”), whether or not for sale for its own account, the Company will give prompt written notice (either before or after the filing of the registration statement) to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c2(b) and 2(d2(c) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 7 days after the receipt sending by the Company of the Company’s notice.