Stabilization.
In connection with the offering, the underwriter may
purchase and sell shares of common stock in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriter of a greater
number of shares than it is required to purchase in the offering, and a short position represents the amount of such sales that have not been covered by subsequent purchases. Stabilizing transactions consist of various bids for or purchases of
common stock made by the underwriter in the open market prior to the completion of the offering.
These stabilizing transactions, may have the
effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock in the open market may be higher than it would otherwise
be in the absence of these transactions. Neither we nor the underwriter make any representation or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions may be effected on the
NASDAQ Global Select Market, in
the over-the-counter market
or otherwise and, if commenced, may be discontinued at any time.
Passive Market Making.
In connection with this offering, the underwriter and selling group members, if any, may
engage in passive market making transactions in our common stock on the NASDAQ Global Select Market in accordance with Rule 103 of Regulation M under the Exchange Act during a period before the commencement of offers or sales of common stock and
extending through the completion of the distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market
makers bid, such bid must then be lowered when specified purchase limits are exceeded.
Lock-Up
Agreements.
Pursuant to
certain lock-up agreements,
we and the selling stockholders, have agreed, subject to certain exceptions, not to
offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of or announce the intention to otherwise dispose of, or enter into any swap, hedge or similar agreement or arrangement that transfers, in whole or in part, the economic
consequence of ownership of, directly or indirectly, or make any demand or request or exercise any right with respect to the registration of, or file with the SEC a registration statement under the Securities Act relating to, any common stock or
securities convertible into or exchangeable or exercisable for any common stock held prior to the date of this offering without the prior written consent of the underwriter, for a period of 90 days after the date of the pricing of the offering.
This lock-up provision
applies to common stock and to securities convertible into or exchangeable or
exercisable for common stock. The exceptions permit us, among other things and subject to restrictions, to: (a) issue common stock or options pursuant to employee benefit plans, (b) issue common stock upon exercise of outstanding options
or warrants (c) issue securities in connection with acquisitions, joint ventures, commercial arrangements or similar transactions in an amount not to exceed 10% of the total number of shares of our common stock outstanding following the
completion of any such transaction, or (d) file registration statements on
Form S-8. The
exceptions permit parties to
the lock-up agreements,
among other things and subject to restrictions, to: (a) make certain gifts, (b) if the party is a corporation, partnership, limited liability company or
other business entity, make transfers to any shareholders, partners, members of, or owners of similar equity interests in, the party, or to an affiliate of the party, if such transfer is not for value, (c) if the party is a corporation,
partnership, limited liability company or other business entity, make transfers in connection with the sale or transfer of all of the partys capital stock, partnership interests, membership interests or other similar equity interests, as the
case may be, or all or substantially all of the partys assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by
the lock-up
agreement and
(d) enter into trading plans providing for the sale of common stock which meet the requirements of Rule
10b5-1(c)
under the Exchange Act, provided that such plan does not provide for, or permit, the
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