Registration Procedures In the case of each registration, qualification or compliance effected by the Company pursuant to this Section 2, Company will keep each Holder advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. Subject to Section 2.2.3, at its expense Company will: (a) Prepare and file with the Commission a registration statement with respect to such securities and use reasonable efforts to cause such registration statement to become effective within 90 days of filing, and to remain effective from such effective date until the earlier to occur of (i) one year after the effective date of such registration statement, (ii) the date on which all Registrable Securities may be sold by non-affiliates of Company pursuant to paragraph (k) of Rule 144 (or any successor provision) promulgated by the Commission under the Securities Act, and (iii) the date as of which all Registrable Securities have been sold pursuant to the registration statement, and prepare and file with the Commission such amendments to such registration statement and supplements to the prospectus contained therein as may be necessary to keep such registration statement effective for the period described above, provided that, unless approved by Company in its discretion, no such registration shall constitute a shelf registration under Rule 415 promulgated by the Commission under the Securities Act; (b) Enter into a written underwriting agreement in customary and reasonable form and substance with the managing underwriter or underwriters of the public offering of such securities, if the offering is to be underwritten in whole or in part; (c) Furnish to the Holders participating in such registration such number of copies of the registration statement, preliminary prospectus, final prospectus and other documents as the Holders may reasonably request; (d) Notify the Holders participating in such registration, promptly after it shall receive notice thereof, of the time when such registration statement has become effective or a supplement to any prospectus forming a part of such registration statement has been filed; (e) Notify such Holders promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information; (f) Prepare and file with the Commission promptly upon the request of any such Holders any amendments or supplements to such registration statement or prospectus which, in the reasonable opinion of counsel for such Holders and for Company, is required under the Securities Act or the rules and regulations thereunder in connection with the distribution of the Registrable Securities by such Holders; (g) Prepare and promptly file with the Commission, and promptly notify such Holders of, such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances in which they were made; and (h) Advise such Holders, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued.
Effectiveness of Registration Statement; Compliance with Registration Requirements; No Stop Order During the period from and after the execution of this Agreement to and including the Closing Date or the Option Closing Date, as applicable: (i) the Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective; and (ii) no stop order suspending the effectiveness of the Registration Statement, or any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission.