Common use of Stockholder Lists Clause in Contracts

Stockholder Lists. The Company shall promptly furnish Parent with, or shall cause to be promptly furnished to Parent, 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 business days prior to the date the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to applicable Legal Requirements, and except for such steps as are necessary to disseminate the Offer Documents and any other information necessary to consummate the Transactions, Parent and Purchaser and their agents shall hold in confidence in accordance with the Confidentiality Agreement 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, deliver, and shall use their reasonable efforts to cause their agents to deliver, to the Company (or, at Parent’s option, destroy) all copies and any extracts or summaries from such information then in their possession or control.

Stockholder Lists. The In connection with the Offer and the Merger, the Company shall promptly cause its transfer agent to furnish Parent with, or shall cause to be and Merger Sub promptly furnished to Parent, a list of its stockholders, following the date hereof with mailing labels and any available listing or computer file containing the names and addresses of all the record holders of Shares Company Common Stock as of the latest practicable 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 reasonably requested by Parent that is in the Company’s possession or control regarding the beneficial owners of Shares held in stock depositoriesCompany Common Stock, in each case accurate and complete as of the most recent practicable datelatest date practicable, and shall provide furnish to Parent and Merger Sub such additional information and assistance (including periodically 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 date stockholders 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 date the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”)Company. Subject to applicable Legal RequirementsApplicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other information documents necessary to consummate the TransactionsOffer and the Merger, Parent and Purchaser Merger Sub and their agents (x) shall hold in confidence in accordance with the Confidentiality Agreement the information contained in any such labels, listings and files, shall files 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, shallat the election of Parent, upon request, deliverdeliver to the Company or destroy, and shall will use their reasonable best efforts to cause their agents to deliver, promptly deliver to the Company (oror destroy, at Parent’s option, destroy) all copies and any extracts extract or summaries from of such information then in their possession or controlcontrol and certify in writing by a duly authorized officer of Parent to the Company that all such material has been so returned or destroyed.

Stockholder Lists. The Company shall promptly furnish Parent with, or shall cause to be promptly furnished to Parent, 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 business days (10) Business Days prior to the date the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to applicable Legal RequirementsLaw, and except for such steps as are necessary to disseminate the Offer Documents and any other information necessary to consummate the Transactions, Parent and Purchaser and their agents Representatives shall hold in confidence in accordance with the Confidentiality Non-Disclosure Agreement the information contained in any such labels, listings lists 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, shall promptly deliver, and shall use their reasonable best efforts to cause their agents Representatives to deliver, to the Company (or, at Parent’s option, 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.

Stockholder Lists. The Company shall promptly furnish Parent with, or shall cause to be promptly furnished to Parent, 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 business days Business Days prior to the date the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to applicable Legal Requirements, and except for such steps as are necessary to disseminate the Offer Documents and any other information necessary to consummate the TransactionsDocuments, Parent and Purchaser and their agents shall hold in confidence in accordance with the Confidentiality Agreement 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, deliver, and shall use their reasonable efforts to cause their agents to deliver, to the Company (or, at Parent’s option, destroy) all copies and any extracts or summaries from such information then in their possession or control.

Stockholder Lists. The In connection with the Offer, the Company shall instruct its transfer agent to promptly (and in any event within five (5) Business Days following the date hereof) furnish Parent with, to the Purchaser or shall cause to be promptly furnished to Parent, a list of its stockholders, designated agent mailing labels and any available listing or computer file containing the names and addresses of all the record holders of Shares and lists the shares of securities positions of Shares held in stock depositories, in each case accurate and complete Company Common Stock as of the most a recent practicable date, and shall provide furnish to Parent the Purchaser such additional information (including updated lists as is in the possession or control of stockholders, mailing labels the Company and lists of securities positions) and such other assistance as Parent the Purchaser may reasonably request in connection with for the purpose of communicating the Offer and to the Merger holders of shares of Company Common Stock (the date of the list used by the Purchaser 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 date the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable Legal Requirements, laws and except for such steps as are necessary to disseminate the Offer Documents and any other information documents necessary to consummate the TransactionsOffer, the Merger and the other transactions contemplated by this Agreement, the Parent and the Purchaser and their agents shall shall, until consummation of the Offer, hold in confidence the information contained in any of such labels or otherwise furnished to the Parent or the Purchaser pursuant to the foregoing sentence in accordance with the Confidentiality Agreement the information contained in any such labels, listings and filesAgreement, shall use such information only in connection with the Offer Offer, the Merger and the Merger other transactions contemplated by this Agreement and, if this Agreement shall be terminatedterminated in accordance with Section 8.1, shall, upon request, deliver, shall destroy all electronic copies of such information and shall use their reasonable efforts to cause their agents to deliver, deliver to the Company (or, at Parent’s option, destroy) all other copies and any extracts or summaries from of such information then in their possession or under their control.

Stockholder Lists. The Company shall promptly furnish Parent with, (or shall cause its transfer agent or agents to be promptly furnished furnish) to Parent, a list of the Merger Sub or its stockholders, designated agent mailing labels and any available listing or computer file containing the names and addresses of all (i) the record holders of the Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete as of a recent date, (ii) those persons becoming record holders subsequent to such date and updated on a daily basis, (iii) to the most extent known, a list of the beneficial owners of the Shares as of a recent practicable date, and (iv) to the extent known, those persons becoming beneficial owners of the Shares subsequent to such date and updated on a daily basis, together with copies of all security position listings and all other computer files and other information in the Company's possession or control regarding the record holders and beneficial owners of the Shares, and shall provide furnish to Parent the Merger Sub such additional information and assistance (including updated lists and information) as it may request for the purpose of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with communicating the Offer to the Company's stockholders. From and the Merger (after the date of this Agreement, all such information concerning the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminatedCompany's record and, which date shall not be more than ten business days prior to the date extent known, beneficial holders shall be made available to the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”)Merger Sub. Subject to the requirements of applicable Legal Requirements, laws and except for such steps as are necessary to disseminate the Offer Documents and any other information documents necessary to consummate the TransactionsOffer, the Merger and the other transactions contemplated by this Agreement, the Parent and Purchaser and their agents shall the Merger Sub shall, until consummation of the Offer, hold in confidence in accordance with the Confidentiality Agreement the information contained in any of such labels, listings labels and fileslists, shall use such information only in connection with the Offer Offer, the Merger and the Merger other transactions contemplated by this Agreement and, if this Agreement shall be terminatedterminated in accordance with Section 9.1 of this Agreement, shall, upon request, deliver, and shall use their reasonable efforts to cause their agents to deliver, deliver to the Company (or, at Parent’s option, destroy) all copies and any extracts or summaries from of such information then in their possession or under their control.

Stockholder Lists. The In connection with the Offer and the Merger (including to enable Parent to disseminate the Maryland Short Form Merger Notice promptly after the date hereof), the Company shall promptly furnish Parent with, or shall cause to be promptly furnished to Parent, with a list of its stockholdersstockholders and non-objecting beneficial owners, 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 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 date the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to applicable Legal Requirements, and except Except for such steps as are necessary to disseminate the Offer Documents Documents, the Parent Schedule 13E-3, the Maryland Short Form Merger Notice and any other information documents necessary to consummate the Transactions, Parent and Purchaser and their agents shall hold in confidence in accordance with the Confidentiality Agreement 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 requestrequest by the Company, deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or, at Parent’s option, 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.

Stockholder Lists. The In connection with the Offer and the Merger, the Company shall promptly furnish Parent withfurnish, or shall cause its transfer agent to be furnish, Merger Sub, promptly furnished to Parent, a list (and in any event within five (5) business days after the date of its stockholders, this Agreement) with mailing labels and any available listing or computer file containing the names and addresses of all the record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case accurate and complete Company Common Stock as of the most recent practicable date and of those persons becoming record holders subsequent to such date, together with 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 provide furnish to Parent Merger Sub such additional information (including updated lists of record holders and 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 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 business days prior to the date the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”)Unaffiliated Stockholders. Subject to the requirements of applicable Legal RequirementsLaw, and except for such steps as are necessary to disseminate the Offer Documents and any other information documents necessary to consummate the Transactionstransactions contemplated by this Agreement, Parent and Purchaser and their agents Merger Sub shall hold in confidence in accordance with the Confidentiality Agreement the information contained in any such labels, lists, listings and files, shall use such information only 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, and shall use their reasonable efforts to cause their agents to deliver, deliver to the Company (or, at Parent’s option, destroy) or destroy all copies and any extracts or summaries from of such information then in their possession or controlcontrol in accordance with the Confidentiality Agreement.

Stockholder Lists. The Company shall promptly after the date hereof furnish to Parent with, or shall cause instruct its transfer agent to be promptly furnished furnish to Parent, Parent 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 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 business days prior to the date the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to applicable Legal RequirementsLaws, and except for such steps as are necessary to disseminate the Offer Documents and any other information documents necessary to consummate the Contemplated Transactions, Parent and Purchaser and their agents shall hold in confidence in accordance with the Confidentiality Agreement 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 requestrequest by the Company, deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or, at Parent’s option, 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.

Stockholder Lists. The In connection with the Offer, the Company shall cause its transfer agent to, promptly furnish Parent with, or provide (and shall cause use its reasonable best efforts to be promptly furnished provide within three (3) Business Days after the date of this Agreement) to Parent, : (a) a list of its the Company’s stockholders, non-objecting beneficial owners, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares Company Class A Stock and Company Class B Stock and lists of securities positions of Shares 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, 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 date (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 date the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”)) and (b) such additional information (including updated lists of stockholders, non- objecting beneficial owners, mailing labels and lists of securities positions) as Parent may reasonably request in connection with the Offer or the Merger. Prior to the filing with the SEC of the Schedule 14D-9, the Company shall 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 applicable Legal Requirementslaws, and except for such steps as are necessary to disseminate the Offer Documents and any other information documents necessary to consummate the Transactionstransactions contemplated by this Agreement, Parent and Purchaser Merger Sub shall, and shall instruct their agents shall Representatives to, hold in confidence in accordance with the Confidentiality Agreement 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 requestrequest by the Company, deliver, and shall use their reasonable best efforts to cause their agents Representatives to deliver, to the Company (or, at Parent’s option, 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.

Stockholder Lists. The Company shall promptly furnish Parent with, or shall cause to be promptly furnished to Parent, 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 business days (10) Business Days prior to the date the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to applicable Legal RequirementsLaw, and except for such steps as are necessary to disseminate the Offer Documents and any other information necessary to consummate the Transactions, Parent and Purchaser and their agents Representatives shall hold in confidence in accordance with the Confidentiality Agreement 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, shall promptly deliver, and shall use their reasonable efforts to cause their agents to deliver, to the Company (or, at Parent’s option, 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.

Stockholder Lists. The Company shall (or shall cause its transfer agent to) promptly furnish Parent with, or shall cause to be promptly furnished to 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 (except for de minimis inaccuracies), 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”). Subject to applicable Legal Requirements, and except for such steps as are necessary to disseminate the Offer Documents and any other information documents necessary to consummate the Transactions, Parent and Purchaser and their agents shall hold in confidence in accordance with the Confidentiality Agreement the information contained in any such labels, listings and filesfiles 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, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or, at Parent’s option, 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.

Stockholder Lists. The In connection with the Offer and the Merger, the Company shall cause its transfer agent to furnish Sub promptly furnish Parent with, or shall cause to be promptly furnished to Parent, a list of its stockholders, following the date hereof with mailing labels and any available listing or computer file containing the names and addresses of all the record holders of Shares and Shares, together, to the extent reasonably available, with copies of lists of securities positions holders of Shares held Shares, security position listings and computer files in stock depositoriesthe Company’s possession or control regarding the beneficial owners of Shares, and shall furnish to Sub such information (including, to the extent reasonably available, updated lists of record holders and stockholders, security position listings and computer files), in each case accurate and complete case, 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 communicating the Offer and to the Merger holders of Shares (the date of the list used to determine the Persons persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, which date shall not be more than ten business days (10) Business Days (determined as set forth in Rule 14d-1(g)(3) under the Exchange Act) prior to the date the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable Legal RequirementsLaw, and except for such steps as are necessary to disseminate the Offer Documents and any other information documents necessary to consummate the Transactions, Parent and Purchaser Sub: (i) shall keep confidential and their agents shall hold in confidence in accordance with the Confidentiality Agreement not disclose such information, including the information contained in any such labels, lists, listings and files, in each case as required by the Confidentiality Agreement, (ii) shall use such information only (and shall not disclose any such information except) in connection with the Offer and the Merger andMerger, and (iii) if this Agreement shall be terminated, shall, upon requestwritten request by the Company, deliver, and shall use their reasonable efforts to cause their agents to deliver, deliver to the Company (oror destroy, at Parent’s optionelection, destroy) all copies and any extracts or summaries from of such information then in their possession or controlcontrol to the extent required under the Confidentiality Agreement.