REGISTRATION OR
OTHER REGISTRATION STATEMENT.
(C)
ABIOMED WILL NOTIFY THE STOCKHOLDERS' REPRESENTATIVE AS PROMPTLY
AS PRACTICABLE OF THE OCCURRENCE OF ANY EVENT OR THE EXISTENCE OF ANY STATE OF
FACTS THAT ABIOMED DETERMINES IN GOOD FAITH, AFTER CONSULTATION WITH ITS
COUNSEL, IS MATERIAL TO ABIOMED, IS NON-PUBLIC INFORMATION AND SHOULD BE SET
FORTH IN THE PROSPECTUS USED IN CONNECTION WITH THE SHELF REGISTRATION OR OTHER
REGISTRATION OF REGISTRABLE SHARES.
IMMEDIATELY UPON RECEIPT OF SUCH NOTICE,
THE HOLDERS SHALL CEASE TO OFFER OR SELL ANY REGISTRABLE SHARES PURSUANT TO SUCH
PROSPECTUS, CEASE TO DELIVER OR USE SUCH PROSPECTUS AND, IF SO REQUESTED BY
ABIOMED, RETURN TO ABIOMED, AT ITS EXPENSE, ALL COPIES (OTHER THAN PERMANENT
FILE COPIES) OF SUCH PROSPECTUS.
THE STOCKHOLDERS' REPRESENTATIVE AND THE
HOLDERS HEREBY AGREE THAT THE EXISTENCE AND CONTENTS OF ANY SUCH NOTICE ARE
STRICTLY CONFIDENTIAL AND MAY NOT BE DISCLOSED TO ANY THIRD PARTY WITHOUT
ABIOMED'S EXPRESS WRITTEN CONSENT.
ABIOMED WILL, AS SOON AS THE INFORMATION
BECOMES AVAILABLE IN A FORM SUCH THAT IT MAY BE INCLUDED IN AN AMENDMENT OR
SUPPLEMENT TO THE PROSPECTUS, USE ALL REASONABLE EFFORTS TO AMEND OR SUPPLEMENT
SUCH PROSPECTUS IN ORDER TO SET
6
FORTH OR REFLECT SUCH EVENT OR STATE OF FACTS AS SOON AS POSSIBLE; IT BEING
UNDERSTOOD THAT IN THE EVENT THAT ABIOMED DETERMINES IN GOOD FAITH, AFTER
CONSULTATION WITH ITS COUNSEL, THAT THE DISCLOSURE OF SUCH MATERIAL NON-PUBLIC
INFORMATION WOULD NOT BE IN THE BEST INTEREST OF ABIOMED, ABIOMED MAY DELAY THE
FILING OF SUCH AN AMENDMENT OR SUPPLEMENT TO THE PROSPECTUS FOR A PERIOD OF TIME
TO EXTEND NO LONGER THAN NINETY (90) DAYS FROM THE OCCURRENCE OF SUCH EVENT OR
EXISTENCE OF SUCH STATE OF FACT; PROVIDED, THAT ABIOMED MAY DELAY THE FILING OF
SUCH AMENDMENT OR SUPPLEMENT FOR NO MORE THAN FIVE (5) BUSINESS DAYS AFTER SUCH
INFORMATION BECOMES PUBLIC OR IS NO LONGER MATERIAL.
ABIOMED WILL FURNISH
COPIES OF SUCH AMENDMENT OR SUPPLEMENT TO THE PROSPECTUS TO THE STOCKHOLDERS'
REPRESENTATIVE.
IN THE EVENT HOLDERS ARE PREVENTED FROM SELLING REGISTRABLE
SHARES THROUGH THE SHELF REGISTRATION AS A RESULT OF THIS SECTION 6(C), THEN THE
TIME PERIOD SHALL BE EXTENDED BY THE NUMBER OF DAYS THAT SUCH HOLDERS ARE
PREVENTED FROM MAKING SUCH SALES AS A RESULT OF THIS SECTION 6(C).
(D)
EACH HOLDER AGREES, IF AND FOR SO LONG AS HE OR SHE IS AN EMPLOYEE
OF ABIOMED OR ANY OF ABIOMED'S SUBSIDIARIES, TO COMPLY WITH THE ABIOMED'S
STANDARD POLICY CONCERNING THE PURCHASE AND SALE OF SECURITIES OF ABIOMED
APPLICABLE TO SIMILARLY SITUATED EMPLOYEES.
7.
Information Concerning the Sellers.
(A)
IT SHALL BE A CONDITION PRECEDENT TO THE OBLIGATIONS OF ABIOMED TO
TAKE ANY ACTIONS PURSUANT TO SECTIONS 2, 3, 4 AND 6 HEREOF THAT EACH HOLDER
(I) CONFORM TO ALL APPLICABLE REQUIREMENTS OF THE SECURITIES ACT AND THE
EXCHANGE ACT WITH RESPECT TO THE OFFERING AND SALE OF SECURITIES, (II) ADVISE
EACH UNDERWRITER, BROKER OR DEALER THROUGH WHICH ANY OF SUCH REGISTRABLE SHARES
ARE OFFERED THAT SUCH REGISTRABLE SHARES ARE PART