OF BUSINESS OF THE COMPANY.
EXCEPT AS EXPRESSLY REQUIRED
BY THIS AGREEMENT, DURING THE PERIOD FROM THE DATE OF THIS AGREEMENT TO THE
CLOSING THE COMPANY WILL NOT TAKE OR OMIT TO BE TAKEN ANY ACTION, OR PERMIT ITS
SUBSIDIARIES TO TAKE OR TO OMIT TO TAKE ANY ACTION, THAT WOULD RESULT IN A
MATERIAL ADVERSE EFFECT.
5.3
MARKET LISTING.
THE COMPANY SHALL USE ITS BEST EFFORTS TO EFFECT
THE LISTING OF THE SHARES ON THE NASDAQ GLOBAL SELECT MARKET.
5.4
NOTIFICATION OF CERTAIN MATTERS.
FROM THE DATE HEREOF AND UNTIL
THE CLOSING, THE COMPANY SHALL GIVE PROMPT WRITTEN NOTICE TO THE PURCHASER OF:
(A) THE OCCURRENCE, OR FAILURE TO OCCUR, OF ANY EVENT, WHICH OCCURRENCE OR
FAILURE WOULD REASONABLY BE EXPECTED TO CAUSE ANY REPRESENTATION OR WARRANTY
CONTAINED IN THIS AGREEMENT OR IN ANY EXHIBIT, SCHEDULE, CERTIFICATE, DOCUMENT
OR WRITTEN INSTRUMENT ATTACHED HERETO AND MADE BY THE COMPANY OR ITS
SUBSIDIARIES TO BE UNTRUE OR INACCURATE IN ANY MATERIAL RESPECT; (B) ANY
DEFAULT, THE WRITTEN THREAT OR COMMENCEMENT OF ANY ACTION, OR ANY DEVELOPMENT
THAT OCCURS BEFORE THE CLOSING, OF WHICH THE COMPANY HAS KNOWLEDGE, THAT WOULD
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT; (C) ANY FAILURE
OF THE COMPANY, ANY OF ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE AFFILIATES,
HOLDERS OF SHARES OR OFFICERS OR DIRECTORS TO COMPLY WITH, PERFORM OR SATISFY,
IN ANY RESPECT, ANY COVENANT, CONDITION OR AGREEMENT TO BE COMPLIED WITH,
PERFORMED BY OR SATISFIED BY IT UNDER THIS AGREEMENT OR ANY EXHIBIT, SCHEDULE,
CERTIFICATE, DOCUMENT OR WRITTEN INSTRUMENT ATTACHED HERETO; (D) ANY WRITTEN
NOTICE OR OTHER COMMUNICATION RECEIVED BY THE COMPANY FROM ANY PERSON ALLEGING
THAT THE CONSENT OF SUCH PERSON IS OR MAY BE REQUIRED IN CONNECTION WITH THE
EXECUTION, DELIVERY OR PERFORMANCE OF THIS AGREEMENT, OR THE TRANSACTIONS
CONTEMPLATED HEREIN; AND (E) ANY WRITTEN NOTICE OR OTHER COMMUNICATION RECEIVED
BY THE COMPANY FROM ANY GOVERNMENTAL ENTITY IN CONNECTION WITH THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREIN; PROVIDED THAT SUCH DISCLOSURE SHALL NOT BE
DEEMED TO CURE, OR TO RELIEVE THE COMPANY AND ITS SUBSIDIARIES OF ANY LIABILITY
OR OBLIGATION WITH RESPECT TO, ANY BREACH OF OR FAILURE TO SATISFY ANY
REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT OR TO SATISFY ANY CONDITION
HEREUNDER.
5.5
PRESS RELEASES.
EACH OF THE COMPANY AND THE PURCHASER AGREES THAT
NO PUBLIC RELEASE OR ANNOUNCEMENT CONCERNING THE TRANSACTIONS CONTEMPLATED
HEREBY SHALL BE ISSUED BY ANY PARTY WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY AND THE PURCHASER (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD,
CONDITIONED OR DELAYED), EXCEPT AS SUCH RELEASE OR ANNOUNCEMENT MAY BE REQUIRED
BY LAW OR THE RULES OR REGULATIONS OF ANY APPLICABLE UNITED STATES OR NON-U.S.
SECURITIES EXCHANGE OR REGULATORY OR GOVERNMENTAL BODY TO WHICH THE RELEVANT
PARTY IS SUBJECT OR SUBMITS, IN WHICH CASE THE PARTY REQUIRED TO
16
MAKE THE RELEASE OR ANNOUNCEMENT SHALL USE ITS REASONABLE BEST EFFORTS TO ALLOW
THE OTHER PARTY REASONABLE TIME TO COMMENT ON SUCH RELEASE OR ANNOUNCEMENT IN
ADVANCE OF SUCH ISSUANCE, IT