Maintain Effectiveness. The Company will use commercially reasonable efforts to as promptly as reasonably practicable (i) prepare and file with the Commission such amendments, including post-effective amendments, and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary under applicable law to keep such Registration Statement continuously effective with respect to the disposition of all Registrable Securities covered thereby for its Effectiveness Period and, subject to the limitations contained in this Agreement, prepare and file with the Commission such additional Registration Statements in order to register for resale under the Securities Act all of the Registrable Securities held by the Holders; (ii) cause the related Prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; and (iii) respond to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably practicable provide the Holder true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to the Holder as a selling stockholder but not any comments that would result in the disclosure to the Holder of material and non-public information concerning the Company.
Maintain Effectiveness. Promptly prepare and file with the Commission such amendments to the registration statement as may be necessary to keep such registration statement effective for a period of (i) five (5) years for any such registration statement filed pursuant to Section 1 hereof and (ii) until the completion of the offering with respect to a registration statement filed pursuant to Section 2 hereof, or in either instance such shorter period which will terminate when all Registrable Shares covered by such registration statement have been sold.
Maintain Effectiveness. The Company shall use its best efforts to keep the Preferred Stock Registration Statement, the Warrant Registration Statement and the Common Stock Registration Statement (each, a "Registration Statement", and, collectively, the "Registration Statements") continuously effective, in order to permit the prospectus included in each of the Registration Statements to be lawfully delivered by or to the Holders of the relevant Securities, until such time as all the Securities covered by the Registration Statements have been sold pursuant thereto or may be sold without limitation pursuant to Rule 144 under the Securities Act (or any successor rule thereof), assuming for this purpose that the Holders thereof are not affiliates of the Company (in any such case, such period being called the "Registration Period"); provided, however, that no Holder (other than a Purchaser) shall be entitled to have the Securities held by it covered by such any of the Registration Statements unless such Holder agrees in writing to be bound by all the provisions of this Agreement applicable to such Holder. The Company shall be deemed not to have used its best efforts to keep any of the Registration Statements effective during the requisite period if it voluntarily takes any action that would result in Holders of Securities covered thereby not being able to offer and sell such Securities during that period, unless (i) such action is required by applicable law or (ii) upon the occurrence of any event contemplated by paragraph 2(b)(iv) below, such action is taken by the Company in good faith and for valid business reasons and the Company thereafter promptly complies with the requirements of paragraph 2(h) below if the Company has determined in good faith that there are no material legal or commercial impediments in so doing.
Maintain Effectiveness. The Company will use its reasonable best efforts to maintain an effective registration statement effective under the Securities Act until the earliest of (i) the date all the shares of Common Stock have been sold under the registration statement, (ii) the date that all of the shares of Common Stock have been otherwise transferred to persons who may trade such shares without restriction under the Securities Act, and the Company has delivered a new certificate or other evidence of ownership for such shares not bearing a restrictive legend, and (iii) the date that all of the shares of Common Stock may be sold without any time, volume or manner of limitations pursuant to Rule 144(k) or similar provision then in effect under the Securities Act in the opinion of counsel of the Company.
Maintain Effectiveness. The Company shall maintain the Initial Registration Statement in accordance with the terms hereof and shall prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep the Initial Registration Statement continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities; provided, that during any Suspension Period, the Company may delay the filing of such amendments until five business days after the conclusion of the Suspension Period. In the event the Company files the Initial Registration Statement on Form S-1, the Company shall use its commercially reasonable efforts to convert the Initial Registration Statement (and any Subsequent Shelf Registration) to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3. In the event that the Initial Registration Statement is no longer available for the registration of securities, the Company shall, as soon as practicable, file and cause to become effective a new Shelf Registration Statement to replace the Initial Registration Statement.
