registration statement in accordance with Section 3 hereof (subject to ABIOMED's
right to withdraw any such registration statement in accordance with Section 3)
ABIOMED shall as expeditiously as possible, at its expense (provided, however,
that Sections (d), (f), (g) and (i) shall only apply to the Shelf Registration):
3
(A)
FURNISH TO THE STOCKHOLDERS' REPRESENTATIVE SUCH NUMBER OF COPIES
OF SUCH REGISTRATION STATEMENT, EACH AMENDMENT AND SUPPLEMENT THERETO (IN EACH
CASE INCLUDING ALL EXHIBITS THERETO), THE PROSPECTUS INCLUDED IN SUCH
REGISTRATION STATEMENT (INCLUDING ANY PRELIMINARY PROSPECTUS) AND SUCH OTHER
DOCUMENTS AS THE STOCKHOLDERS' REPRESENTATIVE MAY REASONABLY REQUEST, EACH IN
CONFORMITY WITH THE REQUIREMENTS OF THE SECURITIES ACT, IN ORDER TO FACILITATE
THE DISPOSITION OF THE REGISTRABLE SHARES OWNED BY THE HOLDERS;
(B)
USE ITS COMMERCIALLY REASONABLE BEST EFFORTS TO REGISTER OR
QUALIFY SUCH REGISTRABLE SHARES UNDER SUCH OTHER SECURITIES OR "BLUE SKY" LAWS
OF SUCH UNITED STATES JURISDICTIONS AS THE STOCKHOLDERS' REPRESENTATIVE
REASONABLY REQUESTS IN WRITING AND TO DO ANY AND ALL OTHER ACTS AND THINGS THAT
MAY BE REASONABLY NECESSARY OR ADVISABLE TO REGISTER OR QUALIFY FOR SALE IN SUCH
UNITED STATES JURISDICTIONS THE REGISTRABLE SHARES OWNED BY THE HOLDERS;
PROVIDED, HOWEVER, THAT ABIOMED SHALL NOT BE REQUIRED (I) TO QUALIFY TO DO
BUSINESS IN ANY JURISDICTION WHERE IT IS NOT THEN SO QUALIFIED OR (II) TO
CONSENT TO GENERAL SERVICE OF PROCESS IN ANY JURISDICTION WHERE IT IS NOT THEN
SO SUBJECT TO SERVICE OF PROCESS;
(C)
USE ITS COMMERCIALLY REASONABLE BEST EFFORTS TO CAUSE ALL
REGISTRABLE SHARES COVERED BY SUCH REGISTRATION STATEMENT TO BE LISTED ON EACH
UNITED STATES SECURITIES EXCHANGE OR MARKET, IF ANY, ON WHICH SIMILAR SECURITIES
ISSUED BY ABIOMED ARE THEN LISTED, PROVIDED THAT THE APPLICABLE LISTING
REQUIREMENTS ARE SATISFIED;
(D)
PREPARE AND FILE WITH THE SEC SUCH AMENDMENTS AND SUPPLEMENTS TO
SUCH REGISTRATION STATEMENT AND THE PROSPECTUS CONTAINED THEREIN AS MAY BE
NECESSARY TO KEEP SUCH REGISTRATION STATEMENT EFFECTIVE DURING THE REGISTRATION
PERIOD, AND TO COMPLY WITH THE PROVISIONS OF THE SECURITIES ACT WITH RESPECT TO
THE DISPOSITION OF ALL REGISTRABLE SHARES UNTIL SUCH TIME AS ALL REGISTRABLE
SHARES HAVE BEEN DISPOSED OF IN ACCORDANCE WITH THE INTENDED METHODS OF
DISPOSITION BY THE HOLDER SET FORTH IN SUCH REGISTRATION STATEMENT;
(E)
AS PROMPTLY AS PRACTICABLE AFTER BECOMING AWARE OF SUCH EVENT,
NOTIFY IN WRITING EACH HOLDER OR THE STOCKHOLDERS' REPRESENTATIVE PROMPTLY UPON
THE HAPPENING OF ANY EVENT AS A RESULT OF WHICH A PROSPECTUS INCLUDED IN SUCH
REGISTRATION STATEMENT, AS THEN IN EFFECT, INCLUDES AN UNTRUE STATEMENT OF A
MATERIAL FACT OR OMITS TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN
OR NECESSARY TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY WERE MADE, NOT MISLEADING, AND USE ITS COMMERCIALLY REASONABLE
BEST EFFORTS TO PREPARE AND FURNISH TO EACH HOLDER AS SOON AS POSSIBLE, AS MANY
COPIES OF A SUPPLEMENT TO OR AN AMENDMENT OF SUCH PROSPECTUS (OR PREPARE AND
FILE APPROPRIATE REPORTS UNDER THE EXCHANGE ACT) AS SUCH HOLDER REASONABLY
REQUESTS SO THAT, AS