STOCKHOLDERS.
(E)
INTENTIONALLY OMITTED.
(F)
SUBJECT TO SECTION 4(F) HEREOF, AS PROMPTLY AS PRACTICABLE AFTER
BECOMING AWARE OF SUCH EVENT, THE COMPANY SHALL NOTIFY EACH INVESTOR BY
TELEPHONE AND FACSIMILE OF THE HAPPENING OF ANY EVENT, OF WHICH THE COMPANY HAS
KNOWLEDGE, AS A RESULT OF WHICH THE PROSPECTUS INCLUDED IN THE REGISTRATION
STATEMENT, AS THEN IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A MATERIAL FACT OR
OMISSION TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO
MAKE THE STATEMENTS THEREIN NOT MISLEADING, AND, USE BEST EFFORTS PROMPTLY TO
PREPARE A SUPPLEMENT OR AMENDMENT TO THE REGISTRATION STATEMENT TO CORRECT SUCH
UNTRUE STATEMENT OR OMISSION, AND DELIVER SUCH NUMBER OF COPIES OF SUCH
SUPPLEMENT OR AMENDMENT TO EACH INVESTOR AS SUCH INVESTOR MAY REASONABLY
REQUEST.
(G)
THE COMPANY SHALL USE BEST EFFORTS (I) TO PREVENT THE ISSUANCE OF
ANY STOP ORDER OR OTHER SUSPENSION OF EFFECTIVENESS OF A REGISTRATION STATEMENT,
AND, IF SUCH AN ORDER IS ISSUED, TO OBTAIN THE WITHDRAWAL OF SUCH ORDER AT THE
EARLIEST PRACTICABLE MOMENT (INCLUDING IN EACH CASE BY AMENDING OR SUPPLEMENTING
SUCH REGISTRATION STATEMENT) AND (II) TO NOTIFY EACH INVESTOR WHO HOLDS
REGISTRABLE SECURITIES BEING SOLD (OR, IN THE EVENT OF AN UNDERWRITTEN OFFERING,
THE MANAGING UNDERWRITERS) OF THE ISSUANCE OF SUCH ORDER AND THE RESOLUTION
THEREOF (AND IF SUCH
5
REGISTRATION STATEMENT IS SUPPLEMENTED OR AMENDED, DELIVER SUCH NUMBER OF COPIES
OF SUCH SUPPLEMENT OR AMENDMENT TO EACH INVESTOR AS SUCH INVESTOR MAY REASONABLY
REQUEST).
(H)
THE COMPANY SHALL PERMIT A SINGLE FIRM OF COUNSEL DESIGNATED BY
MEDTRONIC, INC. AND A SINGLE FIRM OF COUNSEL DESIGNATED BY THE REST OF THE
INITIAL INVESTORS TO REVIEW THE REGISTRATION STATEMENT AND ALL AMENDMENTS AND
SUPPLEMENTS THERETO A REASONABLE PERIOD OF TIME PRIOR TO ITS FILING WITH THE
SEC, AND NOT FILE ANY DOCUMENT IN A FORM TO WHICH SUCH COUNSEL REASONABLY
OBJECTS.
(I)
THE COMPANY SHALL MAKE GENERALLY AVAILABLE TO ITS SECURITY
HOLDERS AS SOON AS PRACTICAL, BUT NOT LATER THAN NINETY (90) DAYS AFTER THE
CLOSE OF THE PERIOD COVERED THEREBY, AN EARNINGS STATEMENT (IN FORM COMPLYING
WITH THE PROVISIONS OF RULE 158 UNDER THE SECURITIES ACT) COVERING A
TWELVE-MONTH PERIOD BEGINNING NOT LATER THAN THE FIRST DAY OF THE COMPANY'S
FISCAL QUARTER NEXT FOLLOWING THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT.
(J)
AT THE REQUEST OF ANY INVESTOR IN THE CASE OF AN UNDERWRITTEN
PUBLIC OFFERING, THE COMPANY SHALL FURNISH, ON THE DATE OF EFFECTIVENESS OF THE
REGISTRATION STATEMENT (I) AN OPINION, DATED AS OF SUCH DATE, FROM COUNSEL
REPRESENTING THE COMPANY ADDRESSED TO THE INVESTORS AND IN FORM, SCOPE AND
SUBSTANCE AS IS CUSTOMARILY GIVEN IN AN UNDERWRITTEN PUBLIC OFFERING AND (II) A
LETTER, DATED SUCH DATE, FROM THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC
ACCOUNTANTS IN FORM AND SUBSTANCE AS IS CUSTOMARILY GIVEN BY INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS TO UNDERWRITERS IN AN UNDERWRITTEN PUBLIC OFFERING,
ADDRESSED TO THE UNDERWRITERS, IF ANY, AND THE INVESTORS.
(K)
INTENTIONALLY OMITTED.
(L)
THE COMPANY SHALL HOLD IN CONFIDENCE AND NOT MAKE ANY