Common use of Stockholder Lists Clause in Contracts

Stockholder Lists. The Company shall promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of 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 shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer and the 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 date the Offer Documents and the Schedule 14D‑9 are first disseminated, the “Stockholder List Date”). Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Acquisition Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request by the Company, deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or destroy) all copies and any extracts or summaries from such information then in their possession or control, and, if requested by the Company, promptly certify to the Company in writing that all such material has been returned or destroyed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Home Point Capital Inc.), Agreement and Plan of Merger (Mr. Cooper Group Inc.)

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Stockholder Lists. The In connection with the Offer, the Company shall cause its transfer agent to furnish Merger Sub promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all the record holders of Shares Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of securities positions stockholders, security position listings and computer files and all other information in the Company’s possession or control regarding the beneficial owners of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable dateCommon Stock, and shall provide furnish to Parent Merger Sub such additional information and assistance (including updated lists of stockholders, mailing labels security position listings and lists of securities positionscomputer files) and such other assistance as Parent may reasonably request in connection with communicating the Offer and to the Merger (the holders of Common Stock. 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 disseminated is referred to the date the Offer Documents and the Schedule 14D‑9 are first disseminated, as the “Stockholder List Date”). Except Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Acquisition Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request by the Companyrequest, deliver, and shall use their reasonable best efforts to cause their agents to deliver, return to the Company (or destroy) destroy all copies and any extracts or summaries from of such information then in their possession or control, and, if requested by the Company, control and promptly certify to the Company in writing that all such material has shall have been returned or destroyed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Boulder Brands, Inc.)

Stockholder Lists. The Company shall promptly after the date hereof furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of 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 shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer and the 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 days prior to the date the Offer Documents and the Schedule 14D‑9 14D-9 are first disseminated, the “Stockholder List Date”). Except Subject to applicable Legal Requirements, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Acquisition Sub Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request by the Company, deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or destroy) all copies and any extracts or summaries from such information then in their possession or control, and, if requested by the Company, promptly certify to the Company in writing that all such material has been returned or destroyed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tobira Therapeutics, Inc.), Agreement and Plan of Merger (Allergan PLC)

Stockholder Lists. The In connection with the Offer, the Company shall cause its transfer agent to furnish Merger Sub promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all the record holders of Shares Common Stock as of a recent date and of those persons becoming record holders subsequent to such date, together with copies of all lists of securities positions stockholders, security position listings and computer files and all other information in the Company’s possession or control regarding the beneficial owners of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable dateCommon Stock, and shall provide furnish to Parent Merger Sub such additional information and assistance (including updated lists of stockholders, mailing labels security position listings and lists of securities positionscomputer files) and such other assistance as Parent or AcquisitionCo may reasonably request in connection with communicating the Offer and to the Merger (the holders of Common Stock. The date of the list used to determine the Persons persons to whom the Offer Documents Documents, the Schedule 14D-9 and the Schedule 14D-9 13E-3 are first disseminated, which date shall not be more than ten (10) Business Days prior disseminated is referred to the date the Offer Documents and the Schedule 14D‑9 are first disseminated, as the “Stockholder List Date”). Except Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent Parent, AcquisitionCo and Acquisition Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger Transactions and, if this Agreement shall be terminated, shall, upon request by the Companyrequest, deliver, and shall use their reasonable best efforts to cause their agents to deliver, return to the Company (or destroy) destroy all copies and any extracts or summaries from of such information then in their possession or control, and, if requested by the Company, control and promptly certify to the Company in writing that all such material has shall have been returned or destroyed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Handy & Harman Ltd.), Agreement and Plan of Merger (Sl Industries Inc)

Stockholder Lists. The Company shall promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of 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 shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer and the 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 business days prior to the date the Offer Documents and the Schedule 14D‑9 14D-9 are first disseminated, the “Stockholder List Date”). Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Acquisition Sub Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request by the Company, deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or destroy) all copies and any extracts or summaries from such information then in their possession or control, and, if requested by the Company, promptly certify to the Company in writing that all such material has been returned or destroyed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Array Biopharma Inc)

Stockholder Lists. The Company shall promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete case, to the extent in the Company’s possession or control, as of the most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer and the 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 business days prior to the date the Offer Documents and the Schedule 14D‑9 14D-9 are first disseminated, the “Stockholder List Date”). Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Acquisition Sub Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request by the Company, deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or destroy) all copies and any extracts or summaries from such information then in their possession or control, and, if requested by the Company, promptly certify to the Company in writing that all such material has been returned or destroyed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Constellation Pharmaceuticals Inc)

Stockholder Lists. The In connection with the Offer, the Company shall cause its transfer agent to furnish Merger Sub promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of the record Minority Holders as of a recent date and of those persons becoming Minority Holders of record subsequent to such date, together with copies of all record holders of Shares and lists of securities stockholders, security position listings and computer files and all other information in the Company’s possession or control regarding the names, addresses, contact information and positions of Shares held in stock depositories, in each case accurate and complete as all beneficial owners of the most recent practicable dateCommon Stock, and shall provide furnish to Parent Merger Sub such additional information and assistance (including updated lists of stockholders, mailing labels security position listings and lists of securities positionscomputer files) and such other assistance as Parent or Merger Sub may reasonably request in connection with communicating the Offer and to the Merger (the Minority Holders. The date of the list used to determine the Persons persons to whom the Offer Documents and the Schedule 14D-9 Solicitation/Recommendation Statement are first disseminated, which date shall not be more than ten (10) Business Days prior disseminated is referred to the date the Offer Documents and the Schedule 14D‑9 are first disseminated, as the “Stockholder List Date”). Except Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Acquisition Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger Transactions and, if this Agreement shall be terminated, shallshall promptly return to the Company or, upon request by of the Company, deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or destroy) destroy all copies and any extracts or summaries from of such information then in their possession or control, and, if requested by the Company, control and promptly certify to the Company in writing that all such material has shall have been returned or destroyed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Steel Partners Holdings L.P.)

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Stockholder Lists. The Company shall promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of 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 shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer and the 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 calendar days prior to the date the Offer Documents and the Schedule 14D‑9 14D-9 are first disseminated, the “Stockholder List Date”). Except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Acquisition Sub Purchaser and their agents Representatives shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request by the Company, deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or destroy) all copies and any extracts or summaries from such information then in their possession or control, and, if requested by the Company, promptly certify to the Company in writing that all such material has been returned or destroyed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intercept Pharmaceuticals, Inc.)

Stockholder Lists. The In connection with the Offer, the Company shall promptly cause its transfer agent to furnish Parent and Merger Sub promptly with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of the record Minority Holders as of a recent date and of those persons becoming Minority Holders of record subsequent to such date, together with copies of all record holders of Shares and lists of securities stockholders, security position listings and computer files and all other information in the Company’s possession or control regarding the names, addresses, contact information and positions of Shares held in stock depositories, in each case accurate and complete as all beneficial owners of the most recent practicable dateCommon Stock, and shall provide furnish to Parent and Merger Sub such additional information and assistance (including updated lists of stockholders, mailing labels security position listings and lists of securities positionscomputer files) and such other assistance as Parent or Merger Sub may reasonably request in connection with communicating the Offer and to the Merger (the Minority Holders. The date of the list used to determine the Persons persons to whom the Offer Documents Documents, the Schedule 14D-9 and the Schedule 14D-9 13E-3 are first disseminated, which date shall not be more than ten (10) Business Days prior disseminated is referred to the date the Offer Documents and the Schedule 14D‑9 are first disseminated, as the “Stockholder List Date”). Except Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Acquisition Merger Sub and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger Transactions and, if this Agreement shall be terminated, shallshall promptly return to the Company or, upon request by of the Company, deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or destroy) destroy all copies and any extracts or summaries from of such information then in their possession or control, and, if requested by the Company, control and promptly certify to the Company in writing that all such material has shall have been returned or destroyed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Steel Partners Holdings L.P.)

Stockholder Lists. The Company shall promptly after the date hereof furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of 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 shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer and the 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 days prior to the date the Offer Documents and the Schedule 14D‑9 14D-9 are first disseminated, the “Stockholder List Date”). Except Subject to applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactionstransactions contemplated by this Agreement, Parent and Acquisition Sub Purchaser and their agents shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request by the Company, deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or destroy) all copies and any extracts or summaries from such information then in their possession or control, and, if requested by the Company, promptly certify to the Company in writing that all such material has been returned or destroyed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ocera Therapeutics, Inc.)

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