If the Company at any time proposes to file a Registration Statement or Canadian Prospectus, if applicable, with respect to any offering of its equity securities for its own account or for the account of any other Persons (a “ Company Public Sale ”) other than a Registration Statement (or substantially equivalent Canadian Prospectus) (i) on Form S-4, Form S-8 or any successor forms thereto, (ii) on any other registration form which may not be used for the registration or qualification for distribution of Registrable Securities, (iii) filed solely in connection with any employee benefit or dividend reinvestment plan, (iv) a Registration Statement relating solely to a Rule 145 transaction under the Securities Act, or (v) for any at-the-market offerings, then, (A) as soon as practicable (but in no event less than 30 days prior to the proposed date of filing of such Registration Statement or Canadian Prospectus, if applicable), the Company shall give written notice of such proposed filing to the Holder(s), and such notice shall offer the Holder(s) the opportunity to Register under such Registration Statement or Canadian Prospectus, if applicable, such number of Registrable Securities as the Holder(s) may request in writing delivered to the Company within a reasonable time of such written notice by the Company, and (B) subject to Section 5.02(c) , as soon as practicable after the expiration of such 10-day period (but in no event less than fifteen (15) days prior to the proposed date of filing of such Registration Statement or Canadian Prospectus, if applicable), the Company shall give written notice of such proposed filing to the Holders (other than the Holder(s)), and such notice shall offer each such Holder the opportunity to Register under such Registration Statement or Canadian Prospectus, if applicable, such number of Registrable Securities as such Holder may request in writing within ten (10) days of delivery of such written notice by the Company. Subject to Sections 5.02(b) and (c) , the Company shall include in such Registration Statement or Canadian Prospectus, if applicable, all such Registrable Securities that are requested by Holders to be included therein in compliance with the immediately foregoing sentence (a “ Piggyback Registration ”); provided that if at any time after giving written notice of its intention to Register any equity securities and prior to the effective date of the Registration Statement or Canadian Prospectus, if applicable, filed in connection with such Piggyback Registration, the Company shall determine for any reason not to Register or to delay Registration of the equity securities covered by such Piggyback Registration, the Company shall give written notice of such determination to each Holder that had requested to Register its, his or her Registrable Securities in such Registration Statement or Canadian Prospectus, if applicable, and, thereupon, (1) 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 (but not from its obligation to pay the Registration Expenses in connection therewith, to the extent payable), and (2) 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 the other equity securities covered by such Piggyback Registration. If the offering pursuant to such Registration Statement or Canadian Prospectus, if applicable, is to be underwritten, the Company shall so advise the Holders as a part of the written notice given pursuant to this Section 5.02(a) , and each Holder making a request for a Piggyback Registration pursuant to this Section 5.02(a) must, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering, subject to the conditions of Sections 5.02(b) and (c) . If the offering pursuant to such Registration Statement or Canadian Prospectus, if applicable, is to be on any other basis, the Company shall so advise the Holders as part of the written notice given pursuant to this Section 5.02(a) , and each Holder making a request for a Piggyback Registration pursuant to this Section 5.02(a) must, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis, subject to the conditions of Section 5.02(b) and (c) . Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement or Canadian Prospectus, if applicable.