THE COMPANY'S NOTICE TO THE PURCHASER.
NOTWITHSTANDING THE FOREGOING, IF SUCH
SALE IS SUBJECT TO THE RECEIPT OF ANY REGULATORY OR STOCKHOLDER APPROVAL OR
CONSENT OR THE EXPIRATION OF ANY WAITING PERIOD, THE TIME PERIOD DURING WHICH
SUCH SALE MAY BE CONSUMMATED SHALL BE EXTENDED UNTIL THE EXPIRATION OF FIVE
BUSINESS DAYS AFTER ALL SUCH APPROVALS OR CONSENTS HAVE BEEN OBTAINED OR WAITING
PERIODS EXPIRED, BUT IN NO EVENT SHALL SUCH TIME PERIOD EXCEED 120 DAYS FROM THE
DATE OF THE APPLICABLE AGREEMENT WITH RESPECT TO SUCH SALE.
IN THE EVENT THE
COMPANY HAS NOT SOLD THE NEW SECURITIES WITHIN SAID 60-DAY PERIOD (AS SUCH
PERIOD MAY BE EXTENDED IN THE MANNER DESCRIBED ABOVE FOR A PERIOD NOT TO EXCEED
120 DAYS FROM THE DATE OF SAID AGREEMENT), THE COMPANY SHALL NOT THEREAFTER
OFFER, ISSUE OR SELL SUCH NEW SECURITIES WITHOUT FIRST OFFERING SUCH SECURITIES
TO THE PURCHASER IN THE MANNER PROVIDED ABOVE.
(E)
NON-CASH CONSIDERATION.
IN THE CASE OF THE OFFERING OF NEW
SECURITIES FOR CONSIDERATION IN WHOLE OR IN PART OTHER THAN CASH, INCLUDING
SECURITIES ACQUIRED IN EXCHANGE THEREFOR (OTHER THAN SECURITIES BY THEIR TERMS
SO EXCHANGEABLE), THE CONSIDERATION OTHER THAN CASH SHALL BE DEEMED TO BE THE
FAIR VALUE THEREOF AS DETERMINED BY THE BOARD OF DIRECTORS IN GOOD FAITH;
PROVIDED, HOWEVER, THAT SUCH FAIR VALUE AS DETERMINED BY THE BOARD OF DIRECTORS
SHALL NOT EXCEED THE AGGREGATE MARKET PRICE OF THE SECURITIES BEING OFFERED AS
OF THE DATE THE BOARD OF DIRECTORS AUTHORIZES THE OFFERING OF SUCH SECURITIES.
(F)
COOPERATION.
THE COMPANY AND THE PURCHASER SHALL COOPERATE IN
GOOD FAITH TO FACILITATE THE EXERCISE OF THE PURCHASER'S RIGHTS UNDER THIS
SECTION 6.6, INCLUDING TO SECURE ANY REQUIRED APPROVALS OR CONSENTS.
6.7
LISTING OF COMMON STOCK.
AS SOON AS REASONABLY PRACTICABLE, THE COMPANY
WILL APPLY FOR ADDITIONAL LISTING OF THE SHARES ON THE NASDAQ GLOBAL SELECT
MARKET.
6.8
FORM D; BLUE SKY FILINGS.
THE COMPANY AGREES TO TIMELY FILE A FORM D WITH
RESPECT TO THE SHARES AS REQUIRED UNDER REGULATION D AND TO PROVIDE A COPY
THEREOF, PROMPTLY UPON REQUEST OF THE PURCHASER. THE COMPANY SHALL TAKE SUCH
ACTION AS THE COMPANY SHALL REASONABLY DETERMINE IS NECESSARY IN ORDER TO OBTAIN
AN EXEMPTION FOR, OR TO QUALIFY THE SHARES FOR, SALE TO THE PURCHASER AT THE
CLOSINGS UNDER APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF THE
15
STATES OF THE UNITED STATES, AND SHALL PROVIDE EVIDENCE OF SUCH ACTIONS PROMPTLY
UPON REQUEST OF THE PURCHASER.
6.9
TAKING OF NECESSARY ACTION.
EACH OF THE COMPANY AND THE PURCHASER SHALL
USE ITS COMMERCIALLY REASONABLE EFFORTS PROMPTLY TO TAKE OR CAUSE TO BE TAKEN
ALL ACTION AND PROMPTLY TO DO OR CAUSE TO BE DONE ALL THINGS NECESSARY, PROPER,
OR ADVISABLE UNDER APPLICABLE LAWS AND REGULATIONS TO CONSUMMATE AND MAKE
EFFECTIVE THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
WITHOUT LIMITING THE
FOREGOING, THE COMPANY AND THE PURCHASER WILL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO MAKE ALL FILINGS (INCLUDING WITHOUT LIMITATION, UNDER THE HSR ACT AS
APPLICABLE) AND OBTAIN ALL