CONTEMPLATED HEREBY, AND NEITHER THE COMPANY NOR THE
INVESTOR SHALL ISSUE ANY SUCH PRESS RELEASE OR OTHERWISE MAKE ANY SUCH PUBLIC
STATEMENT WITHOUT THE PRIOR CONSENT OF THE COMPANY, WITH RESPECT 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");
26
(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,