THEREAFTER DELIVERED TO THE PURCHASERS OF SUCH REGISTRABLE
SHARES, SUCH PROSPECTUS SHALL NOT INCLUDE AN 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, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING;
(F)
AS SOON AS PRACTICABLE PRIOR TO FILING ANY AMENDMENT OR
SUPPLEMENT TO SUCH REGISTRATION STATEMENT, FURNISH TO THE STOCKHOLDERS'
REPRESENTATIVE A COPY OF SUCH AMENDMENT OR SUPPLEMENT AS PROPOSED TO BE FILED;
4
(G)
IF SUCH REGISTRATION STATEMENT IS SUBJECT TO REVIEW BY THE SEC,
PROMPTLY RESPOND TO ALL COMMENTS AND DILIGENTLY PURSUE REASONABLE RESOLUTION OF
ANY COMMENTS TO THE REASONABLE SATISFACTION OF THE SEC;
(H)
COMPLY, AND CONTINUE TO COMPLY DURING THE PERIOD THAT SUCH
REGISTRATION STATEMENT IS EFFECTIVE UNDER THE SECURITIES ACT, IN ALL MATERIAL
RESPECTS WITH THE PROVISIONS OF THE SECURITIES ACT AND THE EXCHANGE ACT AND
APPLICABLE RULES AND REGULATIONS OF THE SEC THEREUNDER WITH RESPECT TO THE
DISPOSITION OF ALL SECURITIES COVERED BY SUCH REGISTRATION STATEMENT, AND MAKE
AVAILABLE TO ITS SECURITY HOLDERS, AS SOON AS REASONABLY PRACTICABLE, AN
EARNINGS STATEMENT COVERING THE PERIOD OF AT LEAST TWELVE (12) MONTHS, BUT NOT
MORE THAN EIGHTEEN (18) MONTHS, BEGINNING WITH THE FIRST FULL CALENDAR MONTH
AFTER SUCH REGISTRATION STATEMENT IS EFFECTIVE, WHICH EARNINGS STATEMENT SHALL
SATISFY THE PROVISIONS OF SECTION 11(A) OF THE SECURITIES ACT.
(I)
PERMIT THE HOLDERS OF REGISTRABLE SHARES BEING INCLUDED IN SUCH
REGISTRATION STATEMENT AND THEIR LEGAL COUNSEL, AT SUCH HOLDERS' SOLE COST AND
EXPENSE, TO REVIEW AND HAVE A REASONABLE OPPORTUNITY TO COMMENT ON SUCH
REGISTRATION STATEMENT AND ALL AMENDMENTS AND SUPPLEMENTS THERETO AT LEAST THREE
(3) BUSINESS DAYS PRIOR TO THEIR FILING WITH THE SEC AND SHALL NOT FILE THE
SHELF REGISTRATION OR ANY AMENDMENT OR SUPPLEMENT THERETO SHOULD THE
STOCKHOLDERS' REPRESENTATIVE REASONABLY OBJECT;
(J)
PROVIDE A TRANSFER AGENT AND REGISTRAR, WHICH MAY BE A SINGLE
ENTITY, FOR THE REGISTRABLE SHARES AT ALL TIMES; AND
(K)
UPON EVIDENCE OF COMPLIANCE BY THE HOLDERS WITH ALL APPLICABLE
SECURITIES LAWS, INCLUDING, WITHOUT LIMITATION, COMPLIANCE WITH ANY PROSPECTUS
DELIVERY REQUIREMENTS, COOPERATE WITH THE HOLDERS OF REGISTRABLE SHARES BEING
OFFERED PURSUANT TO SUCH REGISTRATION STATEMENT TO ISSUE AND DELIVER
CERTIFICATES (NOT BEARING ANY RESTRICTIVE LEGENDS, UNLESS REQUIRED BY APPLICABLE
SECURITIES LAWS OR SECTION 11 OF THIS AGREEMENT) REPRESENTING REGISTRABLE SHARES
TO BE OFFERED PURSUANT TO SUCH REGISTRATION STATEMENT WITHIN FIVE TRADING DAYS
AFTER DELIVERY OF CERTIFICATES TO THE COMPANY'S TRANSFER AGENT, WITH NOTICE TO
THE COMPANY, AND ENABLE SUCH CERTIFICATES TO BE IN SUCH DENOMINATIONS OR AMOUNTS
AS THE HOLDERS MAY REASONABLY REQUEST AND REGISTERED IN SUCH NAMES AS THE
HOLDERS MAY REQUEST.
5.
Underwriting Requirements.
(A)
IN CONNECTION WITH ANY OFFERING INVOLVING AN UNDERWRITING OF
SHARES BEING ISSUED BY ABIOMED OTHER THAN THE OFFERING CONTEMPLATED BY SECTION 2
HEREOF, ABIOMED SHALL NOT BE REQUIRED UNDER SECTION 3 HEREOF TO INCLUDE ANY OF
THE HOLDERS' REGISTRABLE SHARES IN SUCH UNDERWRITING UNLESS SUCH HOLDERS ACCEPT
THE TERMS OF THE UNDERWRITING AS