the event of:
(A)
ANY REQUEST BY THE SEC OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL
AUTHORITY DURING THE PERIOD OF EFFECTIVENESS OF THE REGISTRATION STATEMENT FOR
AMENDMENTS OR SUPPLEMENTS TO A REGISTRATION STATEMENT OR RELATED PROSPECTUS (THE
"PROSPECTUS") OR FOR ADDITIONAL INFORMATION;
(B)
THE ISSUANCE BY THE SEC OR ANY OTHER FEDERAL OR STATE GOVERNMENTAL
AUTHORITY OF ANY STOP ORDER SUSPENDING THE EFFECTIVENESS OF A REGISTRATION
STATEMENT OR THE INITIATION OF ANY PROCEEDINGS FOR THAT PURPOSE;
(C)
THE RECEIPT BY AVIZA OF ANY NOTIFICATION WITH RESPECT TO THE
SUSPENSION OF THE QUALIFICATION OR EXEMPTION FROM QUALIFICATION OF ANY OF THE
BUYER'S SHARES FOR SALE IN ANY JURISDICTION OR THE INITIATION OR THREATENING OF
ANY PROCEEDING FOR SUCH PURPOSE; OR
(D)
ANY EVENT OR CIRCUMSTANCE THAT NECESSITATES THE MAKING OF ANY
CHANGES IN THE REGISTRATION STATEMENT OR PROSPECTUS, OR ANY DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED THEREIN BY REFERENCE, SO THAT, IN THE
CASE OF THE REGISTRATION STATEMENT, IT WILL NOT CONTAIN ANY UNTRUE STATEMENT OF
A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN
OR NECESSARY TO MAKE THE STATEMENTS THEREIN NOT MISLEADING, AND THAT IN THE CASE
OF THE PROSPECTUS, IT WILL NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT
OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS THEREIN, IN
THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING,
then Aviza shall deliver a notice in writing to Semitool (the "Suspension
Notice") to the effect of the foregoing and, upon receipt of such Suspension
Notice, Semitool shall refrain from selling any Buyer's Shares pursuant to the
Registration Statement (a "Suspension") until Semitool's receipt of copies of a
supplemented or amended Prospectus prepared and filed by Aviza, or until it is
advised in writing by Aviza that the current Prospectus may be used.
In the
event of any Suspension, Aviza shall use its commercially reasonable efforts,
consistent with the best interests of Aviza and its stockholders, to cause the
use of the Prospectus so suspended to be resumed as soon as reasonably
practicable after the delivery of a Suspension Notice to Semitool.
5.1.3.
LEGENDS.
IN ADDITION TO ANY LEGENDS REQUIRED BY LAW,
UNTIL THE EARLIER TO OCCUR OF (I) THE TERMINATION OF THIS AGREEMENT AND
(II) SUCH TIME AS ALL OF THE BUYER'S SHARES HAVE BEEN SOLD PURSUANT TO (A) AN
EFFECTIVE REGISTRATION STATEMENT OR (B) PURSUANT TO RULE 144 PROMULGATED UNDER
THE SECURITIES ACT, THE CERTIFICATES REPRESENTING THE BUYER'S SHARES SHALL BEAR
THE FOLLOWING LEGENDS:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER SET FORTH IN AN ASSET PURCHASE AGREEMENT.
A COPY OF
SUCH ASSET PURCHASE AGREEMENT MAY BE
*** Certain information has been omitted and filed separately with the
Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
11
OBTAINED FROM AVIZA TECHNOLOGY, INC. UPON REQUEST."
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES