Common use of Stockholder Lists Clause in Contracts

Stockholder Lists. In connection with the Offer and the Merger, the Company shall cause its transfer agent to furnish Sub promptly with mailing labels containing the names and addresses of the record holders of Company Common Stock as of the most recent practicable date and of those persons becoming record holders subsequent to such date, together with lists, copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control (or which can be obtained by the Company without unreasonable effort or expense) regarding the beneficial owners of Company Common Stock, and shall furnish to Sub such information (including updated lists of stockholders, security position listings and computer files) and assistance as Parent or Sub may reasonably request in communicating the Offer and the Maryland Short Form Notice to the record and beneficial holders of the Company Common Stock. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents, the Maryland Short Form Notice and any other documents necessary to consummate the transactions contemplated by this Agreement, Parent and Sub shall hold in confidence the information contained in any such labels, lists, listings and files other than in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the Company or destroy all copies of such information then in their possession or control in accordance with the Confidentiality Agreement.

Stockholder Lists. In connection with the Offer and the Merger, the Company shall cause its transfer agent to furnish Parent and Merger Sub promptly promptly, and in any event within three Business Days of the Agreement Date, to the extent such items are reasonably available to the Company, with mailing labels containing the names and addresses of the record holders of Company Common Stock as of the most recent latest practicable date and of those persons becoming record holders subsequent to such date, together with lists, copies of all such lists of stockholders, security position listings, listings and computer files and all other information as Parent may reasonably request in the Company’s possession or control (or which can be obtained by the Company without unreasonable effort or expense) regarding the beneficial owners of shares of Company Common Stock, in each case as of the latest date practicable, and shall furnish to Parent and Merger Sub such information and assistance (including periodically updated lists of stockholders, security position listings and computer files) and assistance as Parent or Sub may reasonably request in communicating the Offer and the Maryland Short Form Notice to the record and beneficial holders stockholders of the Company Common StockCompany. Subject to the requirements of applicable Applicable Law, and except for such steps as are necessary to disseminate the Offer Documents, the Maryland Short Form Notice Documents and any other documents necessary to consummate the transactions contemplated by this AgreementOffer and the Merger, Parent and Merger Sub and their agents (x) shall hold in confidence the information contained in any such labels, lists, listings and files other than and will use such information only in connection with the Offer and the Merger andand (y) following the termination of this Agreement, if this Agreement shall be terminatedpromptly, shall, upon requestat the election of Parent, deliver to the Company or destroy destroy, and will use their reasonable best efforts to cause their agents to deliver to the Company or destroy, all copies and any extract or summaries of such information then in their possession or control in accordance with and notify the Confidentiality AgreementCompany that all such material has been so returned or destroyed.

Stockholder Lists. In connection with the Offer and the MergerOffer, the Company shall cause instruct its transfer agent to furnish Merger Sub (x) promptly (and in any event no later than five (5) Business Days after the date of this Agreement) and (y) from time to time thereafter as requested by Parent, with a list of its stockholders and mailing labels containing the names and addresses of the record holders of Company Common Stock Shares as of the most recent practicable date and of those persons Persons becoming record holders subsequent to such date, together with lists, copies of all lists of stockholders, security position listings, listings and computer files and all other information in the Company’s possession or control (or which can be obtained by the Company without unreasonable effort or expense) regarding the beneficial owners of Company Common Stockthe Shares, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) and assistance as Parent or Sub may reasonably request in communicating the Offer to the holders of Shares (the date of the list used to determine the Persons to whom the Offer Documents and the Maryland Short Form Notice to Schedule 14D-9 are first disseminated, the record and beneficial holders of the Company Common Stock“Stockholder List Date”). Subject to the requirements of applicable Applicable Law, and except for such steps as are necessary to disseminate communicate the Offer Documents, to the Maryland Short Form Notice and any other documents necessary to consummate the transactions contemplated by this Agreementholders of Shares, Parent and Merger Sub and their Representatives (i) shall hold in confidence the information contained in any such labels, lists, listings files and files other than information and will use such information only in connection with the Offer and the Merger andand (ii) following the termination of this Agreement, if this Agreement shall be terminated, shall, upon request, promptly either deliver to the Company or destroy destroy, and shall cause their Representatives to deliver to the Company or destroy, all copies and any extracts or summaries of such information then in their possession or control and notify the Company that all such material has been so returned or destroyed. The Company and Parent shall use reasonable efforts to coordinate the mailing of the Offer Documents and the Schedule 14D-9 so they can be included together in accordance with a joint mailing to the Confidentiality Agreementholders of the Shares.

Stockholder Lists. In connection with the Offer and the Merger, the The Company shall promptly furnish Parent with, or shall cause to be promptly furnished to Parent, a list of its transfer agent to furnish Sub promptly with stockholders, mailing labels and any available listing or computer file containing the names and addresses of the all record holders of Company Common Stock Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date and of those persons becoming record holders subsequent to such date, together with lists, copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control (or which can be obtained by the Company without unreasonable effort or expense) regarding the beneficial owners of Company Common Stock, and shall furnish provide to Sub Parent such additional information (including updated lists of stockholders, security position listings mailing labels and computer fileslists of securities positions) and such other assistance as Parent or Sub may reasonably request in communicating connection with the Offer and the Maryland Short Form Notice Merger (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, which date shall not be more than ten business days prior to the record date the Offer Documents and beneficial holders of the Company Common StockSchedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable LawLegal Requirements, and except for such steps as are necessary to disseminate the Offer Documents, the Maryland Short Form Notice Documents and any other documents information necessary to consummate the transactions contemplated by this AgreementTransactions, Parent and Sub Purchaser and their agents shall hold in confidence in accordance with the Confidentiality Agreement the information contained in any such labels, lists, listings and files other than files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver deliver, and shall use their reasonable efforts to cause their agents to deliver, to the Company or destroy (or, at Parent’s option, destroy) all copies of and any extracts or summaries from such information then in their possession or control in accordance with the Confidentiality Agreementcontrol.

Stockholder Lists. In connection with the Offer and the Merger, the The Company shall cause promptly furnish Parent with a list of its transfer agent to furnish Sub promptly with stockholders, mailing labels and any available listing or computer file containing the names and addresses of the all record holders of Company Common Stock Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date and of those persons becoming record holders subsequent to such date, together with lists, copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control (or which can be obtained by the Company without unreasonable effort or expense) regarding the beneficial owners of Company Common Stock, and shall furnish provide to Sub Parent such additional information (including updated lists of stockholders, security position listings mailing labels and computer fileslists of securities positions) and such other assistance as Parent or Sub may reasonably request in communicating connection with the Offer and the Maryland Short Form Notice Merger (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, which date shall not be more than ten (10) business days prior to the record date the Offer Documents and beneficial holders of the Company Common StockSchedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable Law, and except Except for such steps as are necessary to disseminate the Offer Documents, the Maryland Short Form Notice Documents and any other documents necessary to consummate the transactions contemplated by this AgreementTransactions, Parent and Sub Purchaser and their Representatives shall hold in confidence the information contained in any such labels, lists, listings and files other than files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminatedterminated in accordance with Section 8.1, shall, upon requestrequest by the Company, deliver deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or destroy destroy) all copies of and any extracts or summaries from such information then in their possession or control control, and, if requested by the Company, promptly certify to the Company in accordance with the Confidentiality Agreementwriting that all such material has been returned or destroyed.

Stockholder Lists. In connection with the Offer and the Merger, the The Company shall cause promptly furnish Parent with a list of its transfer agent to furnish Sub promptly with stockholders, mailing labels and any available listing or computer file containing the names and addresses of the all record holders of Company Common Stock Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date and of those persons becoming record holders subsequent to such date, together with lists, copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control (or which can be obtained by the Company without unreasonable effort or expense) regarding the beneficial owners of Company Common Stock, and shall furnish provide to Sub Parent such additional information (including updated lists of stockholders, security position listings mailing labels and computer fileslists of securities positions) and such other assistance as Parent or Sub may reasonably request in communicating connection with the Offer and the Maryland Short Form Notice Merger (the date of the list used to determine the Persons to whom the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the record date the Offer Documents, the Schedule 14D-9 and beneficial holders of the Company Common StockSchedule 13E-3 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable LawLegal Requirements, and except for such steps as are necessary to disseminate the Offer Documents, the Maryland Short Form Notice Documents and any other documents necessary to consummate the transactions contemplated by this AgreementTransactions, Parent and Sub Purchaser and their agents shall hold in confidence the information contained in any such labels, lists, listings and files other than files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon requestrequest by the Company, deliver deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or destroy destroy) all copies of and any extracts or summaries from such information then in their possession or control control, and, if requested by the Company, promptly certify to the Company in accordance with the Confidentiality Agreementwriting that all such material has been returned or destroyed.

Stockholder Lists. In connection with the Offer and the MergerOffer, the Company shall cause its transfer agent to, promptly provide (and shall use its reasonable best efforts to furnish Sub promptly with provide within three (3) Business Days after the date of this Agreement) to Parent: (a) a list of the Company’s stockholders, non-objecting beneficial owners, mailing labels and any available listing or computer file containing the names and addresses of the all record holders of Company Common Class A Stock and Company Class B Stock and lists of securities positions of Company Class A Stock and Company Class B Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date (the date of the list used to determine the Persons to whom the Offer Documents and of those persons becoming record holders subsequent to the Schedule 14D-9 are first disseminated, the “Stockholder List Date”) and (b) such date, together with lists, copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control (or which can be obtained by the Company without unreasonable effort or expense) regarding the beneficial owners of Company Common Stock, and shall furnish to Sub such additional information (including updated lists of stockholders, security position listings non- objecting beneficial owners, mailing labels and computer fileslists of securities positions) and assistance as Parent or Sub may reasonably request in communicating connection with the Offer and or the Maryland Short Form Notice Merger. Prior to the record and beneficial holders filing with the SEC of the Schedule 14D-9, the Company Common Stockshall set the Stockholder List Date as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the DGCL. Subject to the requirements of applicable Lawlaws, and except for such steps as are necessary to disseminate the Offer Documents, the Maryland Short Form Notice Documents and any other documents necessary to consummate the transactions contemplated by this Agreement, Parent and Merger Sub shall, and shall instruct their Representatives to, hold in confidence the information contained in any such labels, lists, listings and files other than files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon requestrequest by the Company, deliver deliver, and shall use their reasonable best efforts to cause their Representatives to deliver, to the Company (or destroy destroy) all copies of and any extracts or summaries from such information then in their possession or control control, and, if requested by the Company, promptly certify to the Company in accordance with the Confidentiality Agreementwriting that all such material has been returned or destroyed.

Stockholder Lists. In connection with the Offer and the MergerOffer, the Company shall cause its transfer agent will promptly (and in any event no later than July 17, 2020) provide to furnish Sub promptly with Parent: (a) a list of the Company’s stockholders and non-objecting beneficial owners, mailing labels labels, any available listing or computer file containing the names and addresses of the all record holders of Company Common Stock Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date (the date used to determine the Persons to whom the Offer Documents and of those persons becoming record holders subsequent to the Schedule 14D-9 are first disseminated, the “Stockholder List Date”); and (b) such date, together with lists, copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control (or which can be obtained by the Company without unreasonable effort or expense) regarding the beneficial owners of Company Common Stock, and shall furnish to Sub such additional information (including updated lists of stockholdersstockholders and non-objecting beneficial owners, security position mailing labels, listings or computer files containing the names and computer filesaddresses of all record holders and lists of securities positions) and assistance as Parent or Sub may reasonably request in communicating connection with the Offer and the Maryland Short Form Notice Transactions. Prior to the record and beneficial holders filing with the SEC of the Schedule 14D-9, the Company Common Stockwill set the Stockholder List Date as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the DGCL. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents, the Maryland Short Form Notice Documents and any other documents necessary to consummate the transactions contemplated by this AgreementTransactions, Parent and Merger Sub shall and their agents will hold in confidence the information contained in any such labels, lists, listings and files other than files, will use such information only in connection with the Offer and the Merger Transactions and, if this Agreement shall be is terminated, shallwill, upon requestrequest by the Company, deliver deliver, and use their reasonable best efforts to cause their agents to deliver, to the Company (or destroy destroy) all copies of and any extracts or summaries from such information then in their possession or control under their control, and, if requested by the Company, promptly certify to the Company in accordance with the Confidentiality Agreementwriting that all such material has been returned or destroyed.

Stockholder Lists. In connection with the Offer and the MergerMerger (including to enable Parent to disseminate the Maryland Short Form Merger Notice promptly after the date hereof), the Company shall cause promptly furnish Parent with a list of its transfer agent to furnish Sub promptly with stockholders and non-objecting beneficial owners, mailing labels and any available listing or computer file containing the names and addresses of the all record holders of Company Common Stock Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date and of those persons becoming record holders subsequent to such date, together with lists, copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control (or which can be obtained by the Company without unreasonable effort or expense) regarding the beneficial owners of Company Common Stock, and shall furnish provide to Sub Parent such additional information (including updated lists of stockholders, security position listings mailing labels and computer fileslists of securities positions) and such other assistance as Parent or Sub may reasonably request in communicating connection with the Offer Offer, the Merger and the Maryland Short Form Merger Notice (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, which date shall not be more than ten (10) business days prior to the record date the Offer Documents and beneficial holders of the Company Common StockSchedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable Law, and except Except for such steps as are necessary to disseminate the Offer Documents, the Parent Schedule 13E-3, the Maryland Short Form Merger Notice and any other documents necessary to consummate the transactions contemplated by this AgreementTransactions, Parent and Sub Purchaser and their agents shall hold in confidence the information contained in any such labels, lists, listings and files other than files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon requestrequest by the Company, deliver deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or destroy destroy) all copies of and any extracts or summaries from such information then in their possession or control control, and, if requested by the Company, promptly certify to the Company in accordance with the Confidentiality Agreementwriting that all such material has been returned or destroyed.

Stockholder Lists. In connection with the Offer and the Merger, the The Company shall promptly furnish Parent with, or shall cause to be promptly furnished to Parent, a list of its transfer agent to furnish Sub promptly with stockholders, mailing labels and any available listing or computer file containing the names and addresses of the all record holders of Company Common Stock Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date and of those persons becoming record holders subsequent to such date, together with lists, copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control (or which can be obtained by the Company without unreasonable effort or expense) regarding the beneficial owners of Company Common Stock, and shall furnish provide to Sub Parent such additional information (including updated lists of stockholders, security position listings mailing labels and computer fileslists of securities positions) and such other assistance as Parent or Sub may reasonably request in communicating connection with the Offer and the Maryland Short Form Notice Merger (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, which date shall not be more than ten (10) Business Days prior to the record date the Offer Documents and beneficial holders of the Company Common StockSchedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents, the Maryland Short Form Notice Documents and any other documents information necessary to consummate the transactions contemplated by this AgreementTransactions, Parent and Sub Purchaser and their Representatives shall hold in confidence in accordance with Non-Disclosure Agreement the information contained in any such labels, listslists and files, listings and files other than shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shallshall promptly deliver, upon requestand shall use their reasonable best efforts to cause their Representatives to deliver, deliver to the Company (or destroy destroy) all copies of and any extracts or summaries from such information then in their possession or control control, and, if requested by the Company, promptly certify to the Company in accordance with the Confidentiality Agreementwriting that all such material has been returned or destroyed.

Stockholder Lists. In connection with the Offer and the Merger, the The Company shall promptly furnish Parent with, or shall cause to be promptly furnished to Parent, a list of its transfer agent to furnish Sub promptly with stockholders, mailing labels and any available listing or computer file containing the names and addresses of the all record holders of Company Common Stock Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date and of those persons becoming record holders subsequent to such date, together with lists, copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control (or which can be obtained by the Company without unreasonable effort or expense) regarding the beneficial owners of Company Common Stock, and shall furnish provide to Sub Parent such additional information (including updated lists of stockholders, security position listings mailing labels and computer fileslists of securities positions) and such other assistance as Parent or Sub may reasonably request in communicating connection with the Offer and the Maryland Short Form Notice Merger (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, which date shall not be more than ten Business Days prior to the record date the Offer Documents and beneficial holders of the Company Common StockSchedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable LawLegal Requirements, and except for such steps as are necessary to disseminate the Offer Documents, the Maryland Short Form Notice and any other documents necessary to consummate the transactions contemplated by this Agreement, Parent and Sub Purchaser and their agents shall hold in confidence in accordance with the Confidentiality Agreement the information contained in any such labels, lists, listings and files other than files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver deliver, and shall use their reasonable efforts to cause their agents to deliver, to the Company or destroy (or, at Parent’s option, destroy) all copies of and any extracts or summaries from such information then in their possession or control in accordance with the Confidentiality Agreementcontrol.

Stockholder Lists. In connection with the Offer and the Merger, the The Company shall (or shall cause its transfer agent to to) promptly furnish Sub promptly Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of the all record holders of Company Common Stock Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete (except for de minimis inaccuracies), as of the most recent practicable date and of those persons becoming record holders subsequent to such date, together with lists, copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control (or which can be obtained by the Company without unreasonable effort or expense) regarding the beneficial owners of Company Common Stock, and shall furnish provide to Sub Parent such additional information (including updated lists of stockholders, security position listings mailing labels and computer fileslists of securities positions) and such other assistance as Parent or Sub may reasonably request in communicating connection with the Offer and the Maryland Short Form Notice Merger (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, which date shall not be more than ten (10) days prior to the record date the Offer Documents and beneficial holders of the Company Common StockSchedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable LawLegal Requirements, and except for such steps as are necessary to disseminate the Offer Documents, the Maryland Short Form Notice Documents and any other documents necessary to consummate the transactions contemplated by this AgreementTransactions, Parent and Sub Purchaser and their agents shall hold in confidence the information contained in any such labels, lists, listings and files other than in connection accordance with the Offer and the Merger Confidentiality Agreement, shall not use such information in violation thereof and, if this Agreement shall be terminated, shall, upon requestrequest by the Company, deliver deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company or destroy (or, at Parent’s option, destroy) all copies of and any extracts or summaries from such information then in their possession or control control, and, if requested by the Company, promptly certify to the Company in accordance with the Confidentiality Agreementwriting that all such material has been returned or destroyed.

Stockholder Lists. In connection with the Offer and the Merger, the Company shall furnish, or cause its transfer agent to furnish Sub furnish, Merger Sub, promptly (and in any event within five (5) business days after the date of this Agreement) with mailing labels containing the names and addresses of the record holders of Company Common Stock as of the most recent practicable date and of those persons becoming record holders subsequent to such date, together with lists, copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control (or which can be obtained by the Company without unreasonable effort or expense) regarding the beneficial owners of Company Common Stock, and shall furnish to Merger Sub such information (including updated lists of record holders and stockholders, security position listings and computer files) and assistance as Parent or Merger Sub may reasonably request in communicating the Offer and the Maryland Short Form Notice to the record and beneficial holders of the Company Common StockUnaffiliated Stockholders. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents, the Maryland Short Form Notice Documents and any other documents necessary to consummate the transactions contemplated by this Agreement, Parent and Merger Sub shall hold in confidence the information contained in any such labels, lists, listings and files (in each case as required by the Confidentiality Agreement) other than in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the Company or destroy all copies of such information then in their possession or control in accordance with the Confidentiality Agreement.

Stockholder Lists. In connection with the Offer and the Merger, the The Company shall cause promptly after the date hereof, and from time to time thereafter as reasonably requested, furnish Parent and Merger Sub with a list of its transfer agent to furnish Sub promptly with stockholders, mailing labels and any available listing or computer file containing the names and addresses of the all record holders of Company Common Stock Shares and lists of securities positions of Shares held in stock depositories, in each case as of the most recent practicable date and of those persons becoming record holders subsequent to such date, together with lists, copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control (or which can be obtained by the Company without unreasonable effort or expense) regarding the beneficial owners of Company Common Stock, and shall furnish provide to Sub Parent such additional information (including updated lists of stockholders, security position listings mailing labels and computer fileslists of securities positions) and such other assistance as Parent or Sub may reasonably request in communicating connection with the Offer and the Maryland Short Form Notice Merger (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, which date shall not be more than ten (10) Business Days prior to the record date the Offer Documents and beneficial holders of the Company Common StockSchedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable LawLaws, and except for such steps as are necessary to disseminate the Offer Documents, the Maryland Short Form Notice Documents and any other documents necessary to consummate the transactions contemplated by this AgreementOffer and the Merger, Parent and Merger Sub and their agents shall hold in confidence in accordance with the Confidentiality Agreement the information contained in any such labels, lists, listings and files other than in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, deliver to the Company or destroy all copies of such information then in their possession or control in accordance with the Confidentiality Agreementfiles.

Stockholder Lists. In connection with the Offer and the MergerOffer, the Company shall cause its transfer agent promptly (and in any event within three (3) Business Days after the date of this Agreement) provide to furnish Sub promptly with Parent I: (a) a list of the Company’s stockholders, non-objecting beneficial owners, mailing labels and any available listing or computer file containing the names and addresses of the all record holders of Company Common Stock, Company Class B Stock and Company Class C Stock and lists of securities positions of Company Common Stock, Company Class B Stock and Company Class C Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date (the date of the list used to determine the Persons to whom the Offer Documents and of those persons becoming record holders subsequent to the Schedule 14D-9 are first disseminated, the “Stockholder List Date”) and (b) such date, together with lists, copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control (or which can be obtained by the Company without unreasonable effort or expense) regarding the beneficial owners of Company Common Stock, and shall furnish to Sub such additional information (including updated lists of stockholders, security position listings non-objecting beneficial owners, mailing labels and computer fileslists of securities positions) and assistance as Parent or Sub I may reasonably request in communicating connection with the Offer and or the Maryland Short Form Notice Mergers. Prior to the record and beneficial holders filing with the SEC of the Schedule 14D-9, the Company Common Stockshall set the Stockholder List Date as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the DGCL. Subject to the requirements of applicable Lawlaws, and except for such steps as are necessary to disseminate the Offer Documents, the Maryland Short Form Notice Documents and any other documents necessary to consummate the transactions contemplated by this Agreement, Parent I and Merger Sub I and their agents shall hold in confidence the information contained in any such labels, lists, listings and files other than files, shall use such information only in connection with the Offer and the Company Merger and, if this Agreement shall be terminated, shall, upon requestrequest by the Company, deliver deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or destroy destroy) all copies of and any extracts or summaries from such information then in their possession or control control, and, if requested by the Company, promptly certify to the Company in accordance with the Confidentiality Agreementwriting that all such material has been returned or destroyed.

Stockholder Lists. In connection with the Offer and the Merger, the The Company shall cause promptly after the date hereof furnish to Parent or instruct its transfer agent to furnish Sub promptly with to Parent a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of the all record holders of Company Common Stock Shares and lists of securities positions of Shares held in stock depositories, in each case, accurate and complete as of the most recent practicable date and of those persons becoming record holders subsequent to such date, together with lists, copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control (or which can be obtained by the Company without unreasonable effort or expense) regarding the beneficial owners of Company Common Stock, and shall furnish provide to Sub Parent such additional information (including updated lists of stockholders, security position listings mailing labels and computer fileslists of securities positions) and such other assistance as Parent or Sub may reasonably request in communicating connection with the Offer and the Maryland Short Form Notice Merger (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, which date shall not be more than ten business days prior to the record date the Offer Documents and beneficial holders of the Company Common StockSchedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable LawLaws, and except for such steps as are necessary to disseminate the Offer Documents, the Maryland Short Form Notice Documents and any other documents necessary to consummate the transactions contemplated by this AgreementContemplated Transactions, Parent and Sub Purchaser and their agents shall hold in confidence the information contained in any such labels, lists, listings and files other than files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon requestrequest by the Company, deliver deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or destroy destroy) all copies of and any extracts or summaries from such information then in their possession or control control, and, if requested by the Company, promptly certify to the Company in accordance with the Confidentiality Agreementwriting that all such material has been returned or destroyed.

Stockholder Lists. In connection with the Offer and the Merger, the The Company shall promptly furnish Parent with, or shall cause to be promptly furnished to Parent, a list of its transfer agent to furnish Sub promptly with stockholders, mailing labels and any available listing or computer file containing the names and addresses of the all record holders of Company Common Stock Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date and of those persons becoming record holders subsequent to such date, together with lists, copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control (or which can be obtained by the Company without unreasonable effort or expense) regarding the beneficial owners of Company Common Stock, and shall furnish provide to Sub Parent such additional information (including updated lists of stockholders, security position listings mailing labels and computer fileslists of securities positions) and such other assistance as Parent or Sub may reasonably request in communicating connection with the Offer and the Maryland Short Form Notice Merger (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, which date shall not be more than ten (10) Business Days prior to the record date the Offer Documents and beneficial holders of the Company Common StockSchedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents, the Maryland Short Form Notice Documents and any other documents information necessary to consummate the transactions contemplated by this AgreementTransactions, Parent and Sub Purchaser and their Representatives shall hold in confidence in accordance with the Confidentiality Agreement the information contained in any such labels, lists, listings and files other than files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shallshall promptly deliver, upon requestand shall use their reasonable efforts to cause their agents to deliver, deliver to the Company (or destroy destroy) all copies of and any extracts or summaries from such information then in their possession or control control, and, if requested by the Company, promptly certify to the Company in accordance with the Confidentiality Agreementwriting that all such material has been returned or destroyed.

Stockholder Lists. In connection with the Offer and the Merger, the The Company shall (or shall cause its transfer agent to to) promptly furnish Sub promptly Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of the all record holders of Company Common Stock Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete (except for de minimis inaccuracies), as of the most recent practicable date and of those persons becoming record holders subsequent to such date, together with lists, copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control (or which can be obtained by the Company without unreasonable effort or expense) regarding the beneficial owners of Company Common Stock, and shall furnish provide to Sub Parent such additional information (including updated lists of stockholders, security position listings mailing labels and computer fileslists of securities positions) and such other assistance as Parent or Sub may reasonably request in communicating connection with the Offer and the Maryland Short Form Notice Merger (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, which date shall not be more than ten (10) business days prior to the record date the Offer Documents and beneficial holders of the Company Common StockSchedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable LawLegal Requirements, and except for such steps as are necessary to disseminate the Offer Documents, the Maryland Short Form Notice Documents and any other documents necessary to consummate the transactions contemplated by this AgreementTransactions, Parent and Sub Purchaser and their agents shall hold in confidence the information contained in any such labels, lists, listings and files other than in accordance with the Confidentiality Agreement, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon requestrequest by the Company, deliver deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company or destroy (or, at Parent’s option, destroy) all copies of and any extracts or summaries from such information then in their possession or control control, and, if requested by the Company, promptly certify to the Company in accordance with the Confidentiality Agreementwriting that all such material has been returned or destroyed.