MoneyGram 2009 Annual Report Download - page 536

stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made not misleading or (B) not to be
effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate
amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or
(B), use its commercially reasonable efforts to cause such amendment to be declared effective and such Registration Statement and the related Prospectus to
become usable for their intended purposes as soon as practicable thereafter;
(b) except during a Suspension Period, prepare and file with the SEC such amendments and post-effective amendments to such Registration Statement
as may be necessary to keep such Registration Statement effective for the applicable period set forth in Section 3 and 4 hereof, as applicable, or such shorter
period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully
with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or
methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus;
(c) in the case of a Shelf Registration Statement or Piggy-Back Registration Statement, advise the underwriters, if any, and selling Holders promptly
and, if requested by such Persons, confirm such advice in writing, (1) when the Prospectus or any prospectus supplement or post-effective amendment or any
Free Writing Prospectus has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become
effective, (2) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement under the Securities Act or of the
suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation
of any proceeding for any of the preceding purposes, or (3) except during a Suspension Period, of the existence of any fact or the happening of any event that
makes any statement of a material fact made in such Registration Statement, the Prospectus, any amendment or supplement thereto, any Free Writing
Prospectus or any document incorporated by reference in any of the foregoing untrue, or that requires the making of any additions to or changes in such
Registration Statement or the Prospectus or Free Writing Prospectus in order to make the statements therein in the circumstances in which they were made not
misleading. If at any time the SEC shall issue any stop order suspending the effectiveness of such Registration Statement, or any state securities commission
or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state
securities or Blue Sky laws, the Company shall use its commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible
time;
(d) in the case of a Shelf Registration Statement or Piggy-Back Registration Statement, furnish without charge to each of the Initial Purchasers, each
selling Holder named in any Registration Statement, and each of the underwriters, if any, before filing with the SEC, copies of any Registration Statement or
any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated
by reference after the initial filing of such Registration Statement) or any Free Writing Prospectus, which documents will be subject to the review of such
Holders and underwriters in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Registration
Statement or Prospectus or Free Writing Prospectus or any amendment or supplement to any such Registration Statement or Prospectus or Free Writing
Prospectus (including all such documents incorporated by reference in any of the foregoing) to which an Initial Purchaser of Transfer Restricted Securities
covered by such Registration Statement or
-10-