TO ANY PRESS
RELEASE OF THE INVESTOR, OR WITHOUT THE PRIOR CONSENT OF THE INVESTOR, WITH
RESPECT TO ANY PRESS RELEASE OF THE COMPANY, WHICH CONSENT SHALL NOT
UNREASONABLY BE WITHHELD OR DELAYED, EXCEPT IF SUCH DISCLOSURE IS REQUIRED BY
LAW, IN WHICH CASE THE DISCLOSING PARTY SHALL PROMPTLY PROVIDE THE OTHER PARTY
WITH PRIOR NOTICE OF SUCH PUBLIC STATEMENT OR COMMUNICATION.
NOTWITHSTANDING
THE FOREGOING, THE COMPANY SHALL NOT INCLUDE THE NAME OF THE INVESTOR IN ANY
FILING WITH THE SEC OR ANY REGULATORY AGENCY OR TRADING MARKET, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE INVESTOR, EXCEPT (I) AS REQUIRED BY FEDERAL
SECURITIES LAW IN CONNECTION WITH (A) ANY REGISTRATION STATEMENT CONTEMPLATED BY
SECTION 6.12 HEREOF AND (B) THE FILING OF FINAL TRANSACTION DOCUMENTS (INCLUDING
SIGNATURE PAGES THERETO) WITH THE SEC AND (II) TO THE EXTENT SUCH DISCLOSURE IS
REQUIRED BY LAW OR TRADING MARKET REGULATIONS, IN WHICH CASE THE COMPANY SHALL
PROVIDE THE INVESTOR WITH PRIOR NOTICE OF SUCH DISCLOSURE PERMITTED UNDER THIS
CLAUSE (II).
SECTION 6.12
REGISTRATION OF SHARES.
THE COMPANY SHALL:
(A)
FILE IN A TIMELY MANNER A FORM D RELATING TO THE SALE OF THE
SHARES UNDER THIS AGREEMENT, PURSUANT TO REGULATION D UNDER THE SECURITIES ACT
AND TO PROVIDE A COPY THEREOF, PROMPTLY UPON REQUEST OF THE INVESTOR;
(B)
AS SOON AS PRACTICABLE AFTER THE CLOSING DATE, THE COMPANY WILL
USE ITS BEST EFFORTS TO PREPARE AND FILE WITH THE SEC WITHIN NINETY (90) DAYS
FOLLOWING THE CLOSING DATE A REGISTRATION STATEMENT ON FORM S-3 (OR, IF THE
COMPANY IS INELIGIBLE TO USE FORM S-3, THEN ON SUCH OTHER FORM AS IS AVAILABLE
FOR SUCH REGISTRATION) REGISTERING UNDER THE SECURITIES ACT THE SALE OF THE
SHARES BY THE INVESTOR FROM TIME TO TIME ON THE FACILITIES OF ANY NATIONAL
SECURITIES EXCHANGE ON WHICH THE COMMON STOCK IS TRADED OR IN PRIVATELY
NEGOTIATED TRANSACTIONS (THE "REGISTRATION STATEMENT");
25
(C)
USE ITS REASONABLE BEST EFFORTS TO CAUSE THE SEC TO NOTIFY THE
COMPANY OF THE SEC'S WILLINGNESS TO DECLARE THE REGISTRATION STATEMENT EFFECTIVE
ON OR BEFORE 180 DAYS AFTER THE CLOSING DATE;
(D)
CAUSE THE SHARES TO BE DULY LISTED FOR TRADING ON THE NASDAQ
GLOBAL MARKET CONCURRENTLY WITH THE EFFECTIVENESS OF THE REGISTRATION STATEMENT;
(E)
IN THE EVENT THAT THE SEC REQUIRES THE COMPANY TO IDENTIFY THE
INVESTOR AS AN "UNDERWRITER" IN THE REGISTRATION STATEMENT, COOPERATE WITH THE
INVESTOR IN ALLOWING THE INVESTOR TO CONDUCT CUSTOMARY "UNDERWRITER'S DUE
DILIGENCE" WITH RESPECT TO THE COMPANY AND SATISFY ITS OBLIGATIONS IN RESPECT
THEREOF.
IN ADDITION, AT THE INVESTOR'S REQUEST, THE COMPANY WILL FURNISH TO
THE INVESTOR, ON THE DATE OF THE EFFECTIVENESS OF THE REGISTRATION STATEMENT AND
THEREAFTER NO MORE OFTEN THAN ON A QUARTERLY BASIS, (I) A LETTER, DATED SUCH
DATE, FROM THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS TO
UNDERWRITERS IN AN UNDERWRITTEN PUBLIC OFFERING, ADDRESSED TO SUCH INVESTOR, AND
(II) AN OPINION, DATED AS OF SUCH DATE, OF COUNSEL REPRESENTING THE COMPANY FOR
PURPOSES OF SUCH REGISTRATION STATEMENT, IN FORM, SCOPE AND SUBSTANCE AS IS