ALL SUCH INFORMATION SHALL BE GOVERNED BY THE TERMS OF THE CONFIDENTIALITY
AGREEMENT AND APPLICABLE ANTITRUST AND TRADE REGULATION LAWS.
NOTWITHSTANDING
THE GENERALITY OF THE FOREGOING, ACCESS TO "HIGHLY CONFIDENTIAL INFORMATION" (AS
DEFINED IN THE CONFIDENTIALITY AGREEMENT) SHALL BE RESTRICTED IN ACCORDANCE WITH
THE TERMS OF SUCH CONFIDENTIALITY AGREEMENT.
6.8.
AFFILIATES.
PRIOR TO THE DATE OF THE STOCKHOLDERS MEETING, PARENT
SHALL DELIVER TO THE COMPANY A LIST OF NAMES AND ADDRESSES OF THOSE PERSONS WHO
ARE, IN THE OPINION OF THE PARENT, AS OF THE TIME OF THE STOCKHOLDERS MEETING
REFERRED TO IN SECTION 6.4, "AFFILIATES" OF THE COMPANY WITHIN THE MEANING OF
RULE 145 UNDER THE SECURITIES ACT.
THE COMPANY SHALL PROVIDE TO PARENT SUCH
INFORMATION AND DOCUMENTS AS PARENT SHALL REASONABLY REQUEST FOR PURPOSES OF
PREPARING SUCH LIST.
THE COMPANY SHALL EXERCISE ITS BEST EFFORTS TO DELIVER OR
CAUSE TO BE DELIVERED TO PARENT, PRIOR TO THE DATE OF THE STOCKHOLDERS MEETING,
FROM EACH AFFILIATE OF THE COMPANY IDENTIFIED IN THE FOREGOING LIST (AS THE SAME
MAY BE SUPPLEMENTED AS AFORESAID), A LETTER DATED AS OF THE CLOSING DATE
SUBSTANTIALLY IN THE FORM ATTACHED AS EXHIBIT A (THE "AFFILIATES LETTER").
PARENT SHALL NOT BE REQUIRED TO MAINTAIN THE EFFECTIVENESS OF THE S-4
REGISTRATION STATEMENT OR ANY OTHER REGISTRATION STATEMENT UNDER THE SECURITIES
ACT FOR THE PURPOSES OF RESALE OF PARENT COMMON STOCK BY SUCH AFFILIATES
RECEIVED IN THE MERGER AND THE CERTIFICATES REPRESENTING
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PARENT COMMON STOCK RECEIVED BY SUCH AFFILIATES SHALL BEAR A CUSTOMARY LEGEND
REGARDING APPLICABLE SECURITIES ACT RESTRICTIONS AND THE PROVISIONS OF THIS
SECTION.
6.9.
NASDAQ NATIONAL MARKET LISTING AND DE-LISTING.
PARENT SHALL USE
ITS BEST EFFORTS TO CAUSE THE SHARES OF PARENT COMMON STOCK TO BE ISSUED IN THE
MERGER TO BE APPROVED FOR QUOTATION ON THE NASDAQ NATIONAL MARKET SUBJECT TO
OFFICIAL NOTICE OF ISSUANCE, PRIOR TO THE CLOSING DATE.
THE SURVIVING
CORPORATION SHALL USE ITS BEST EFFORTS TO CAUSE THE SHARES TO NO LONGER BE
QUOTED ON THE NASDAQ NATIONAL MARKET AND DE-REGISTERED UNDER THE EXCHANGE ACT AS
SOON AS PRACTICABLE FOLLOWING THE EFFECTIVE TIME.
6.10.
PUBLICITY.
THE INITIAL PRESS RELEASE SHALL BE A JOINT PRESS
RELEASE AND THEREAFTER THE COMPANY AND PARENT EACH SHALL CONSULT WITH EACH OTHER
PRIOR TO ISSUING ANY PRESS RELEASES OR OTHERWISE MAKING PUBLIC ANNOUNCEMENTS
WITH RESPECT TO THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND PRIOR TO MAKING ANY FILINGS WITH ANY THIRD PARTY AND/OR ANY
GOVERNMENTAL ENTITY WITH RESPECT THERETO, EXCEPT AS MAY BE REQUIRED BY LAW OR BY
OBLIGATIONS PURSUANT TO ANY LISTING AGREEMENT WITH OR RULES OF THE NASDAQ
NATIONAL MARKET.
6.11.
BENEFITS.
(A)
STOCK OPTIONS AND WARRANTS.
(I)
AT THE EFFECTIVE TIME, EACH OUTSTANDING COMPANY OPTION, WHETHER
VESTED OR UNVESTED, SHALL BE DEEMED TO CONSTITUTE AN OPTION TO ACQUIRE, ON THE
SAME TERMS AND CONDITIONS AS WERE APPLICABLE UNDER SUCH COMPANY OPTION, THE
NUMBER OF SHARES OF PARENT COMMON STOCK EQUAL TO THE PRODUCT OF THE NUMBER OF
SHARES OF COMPANY COMMON STOCK THAT WERE ISSUABLE UPON EXERCISE