Common use of Stockholder Lists Clause in Contracts

Stockholder Lists. Unless or until there has been a Change in Recommendation in connection with the Offer, the Company shall instruct its transfer agent to furnish Merger Sub promptly (and in any event within four (4) Business Days after the date of this Agreement) with mailing labels containing the names and addresses of the record holders of Shares and the Preferred Shares 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 containing information about the beneficial owners of the Shares and the Preferred Shares as may be reasonably requested by Merger Sub for the purpose of communicating the Offer to such beneficial owners in accordance with Applicable Law, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request for the purpose of communicating the Offer to the holders of Shares and Preferred Shares in accordance with Applicable Law (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to Applicable Law, and except for such steps as are necessary to communicate the Offer to the holders of Shares and Preferred Shares, Parent and Merger Sub and their Representatives (i) shall hold in confidence such lists, files and information and will use such information only in connection with the Offer and the Merger and (ii) following the termination of this Agreement, shall promptly either deliver to the Company or 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.

Stockholder Lists. Unless or until there has been a Change in Recommendation in In connection with the Offer, the Company shall instruct its transfer agent to furnish Merger Sub (x) promptly (and in any event within four no later than five (45) 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 Shares and the Preferred Shares 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, listings and computer files and all other information in the Company’s possession or control containing information about regarding the beneficial owners of the Shares and the Preferred Shares as may be reasonably requested by Merger Sub for the purpose of communicating the Offer to such beneficial owners in accordance with Applicable LawShares, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request for the purpose of in communicating the Offer to the holders of Shares and Preferred Shares in accordance with Applicable Law (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to Applicable Law, and except for such steps as are necessary to communicate the Offer to the holders of Shares and Preferred Shares, Parent and Merger Sub and their Representatives (i) shall hold in confidence such lists, files and information and will use such information only in connection with the Offer and the Merger and (ii) following the termination of this Agreement, shall promptly either deliver to the Company or 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. Unless the Company has received after the date hereof and prior to the date of mailing an Acquisition Proposal that is reasonably likely to lead to a Superior Proposal (as contemplated in Section 6.02(b)), 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 a joint mailing to the holders of the Shares.

Stockholder Lists. Unless or until there has been a Change in Recommendation in In connection with the Offer, the Company shall instruct furnish or cause to be furnished (including by instructing its transfer agent to furnish promptly furnish) to Parent and Merger Sub (i) promptly (and in any event within four (4) Business Days after the date of this AgreementAgreement and (ii) 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 Shares and the Preferred Shares 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, listings and computer files and all other information in the Company’s possession or control containing information about regarding the beneficial owners of the Shares and the Preferred Shares as may be reasonably requested by Merger Sub for the purpose of communicating the Offer to such beneficial owners in accordance with Applicable LawShares, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request for the purpose of in communicating the Offer to the holders of Shares and Preferred Shares in accordance with Applicable Law (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to Applicable Law, and except for such steps as are necessary to communicate the Offer to the holders of Shares and Preferred Shares, Parent and Merger Sub and their Representatives shall (ix) shall hold in confidence such lists, files and information and will use such information only in connection with the Offer and the Merger and (iiy) following the termination of if this AgreementAgreement is terminated, shall promptly either deliver to the Company or destroy, and shall cause direct 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.

Stockholder Lists. Unless or until there has been a Change in Recommendation in In connection with the Offer, the Company shall instruct its transfer agent to, and shall use its reasonable best efforts to cause its transfer agent to, promptly furnish Merger Sub promptly (and in any event within four (4) Business Days after to the date of this Agreement) with Purchaser or its designated agent mailing labels containing the names and addresses of the record holders of Shares the shares of Company Common Stock and any available listing containing the Preferred Shares names and addresses of beneficial holders of shares of Company Common Stock, in each case, 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 containing information about the beneficial owners of the Shares and the Preferred Shares as may be reasonably requested by Merger Sub for the purpose of communicating the Offer to such beneficial owners in accordance with Applicable Law, and shall furnish to Merger Sub the Purchaser such information and assistance (including updated lists of stockholdersthe record and beneficial holders of shares of Company Common Stock, mailing labels and lists of security position listings and computer filespositions) as Parent the Purchaser may reasonably request for the purpose of communicating the Offer to the holders of Shares and Preferred Shares in accordance with Applicable Law 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, the “Stockholder List Date”). Subject to Applicable Law, the requirements of applicable laws and except for such steps as are necessary to communicate disseminate the Offer Documents and any other documents necessary to consummate the holders of Shares Offer, the Merger and Preferred Sharesthe other transactions contemplated by this Agreement, the Parent and Merger Sub and their Representatives (i) shall the Purchaser shall, until consummation of the Offer, hold in confidence the information contained in any of such listslabels and lists in accordance with the Confidentiality Agreement, files and information and will shall use such information only in connection with the Offer and Offer, the Merger and (ii) following the termination of other transactions contemplated by this AgreementAgreement and, if this Agreement shall be terminated in accordance with Section 8.1, shall promptly either destroy all electronic copies of such information and destroy or deliver to the Company or destroy, and shall cause their Representatives to deliver to the Company or destroy, all other 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 destroyedunder their control.

Stockholder Lists. Unless or until there has been a Change in Recommendation in In connection with the Offer, the Company shall instruct its transfer agent to furnish Merger Sub promptly (and in any event within four three (43) Business Days after the date of this Agreement) with provide 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 Shares and the Preferred 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 copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control containing information about the beneficial owners of the Shares and the Preferred Shares as may be reasonably requested by Merger Sub for the purpose of communicating the Offer to such beneficial owners in accordance with Applicable Law, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request for the purpose of communicating the Offer to the holders of Shares and Preferred Shares in accordance with Applicable Law (the date of the list used to determine the Persons to whom 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 Lawapplicable Laws, and except for such steps as are necessary to communicate disseminate the Offer Documents and any other documents or as otherwise determined by Parent advisable or necessary to consummate the holders of Shares and Preferred SharesTransactions, Parent and Merger Sub and their Representatives (i) agents shall hold in confidence the information contained in any such listslabels, files listings and information and will 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 (ii) following the termination of this Agreementshall use their reasonable best efforts to cause their agents to deliver, shall promptly either deliver to the Company (or destroy, and shall cause their Representatives to deliver to the Company or destroy, ) all copies and any extracts or summaries of from such information then in their possession or control and notify control, and, if requested by the Company, promptly certify to the Company in writing that all such material has been so returned or destroyed.

Stockholder Lists. Unless or until there has been a Change in Recommendation in In connection with the Offer, the Company shall instruct its transfer agent to furnish to Parent and Merger Sub Sub: (a) promptly following the date of this Agreement (and and, in any event event, within four (4) three Business Days after of the date of this Agreement) with 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 Shares and the Preferred 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 copies of all lists of stockholders, security position listings, computer files and all other information in the Company’s possession or control containing information about the beneficial owners of the Shares and the Preferred Shares as may be reasonably requested by Merger Sub for the purpose of communicating the Offer to such beneficial owners in accordance with Applicable Law, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request for the purpose of communicating the Offer to the holders of Shares and Preferred Shares in accordance with Applicable Law (the date of the list used to determine the Persons to whom 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 and non-objecting beneficial owners, mailing labels, listings or computer files containing the names and addresses of all record holders and lists of securities positions) as Parent may reasonably request in connection with the Transactions promptly after any such request (and, in any event, within three Business Days of any such request). Subject to Applicable applicable Law, and except for such steps as are necessary to communicate disseminate the Offer Documents and any other documents necessary to consummate the holders of Shares and Preferred SharesTransactions, Parent and Merger Sub and their Representatives (i) shall respective agents will hold in confidence (in accordance with the terms of the Confidentiality Agreement) the information contained in any such listslabels, files listings and information and files, will use such information only in connection with the Offer Transactions and, if this Agreement is terminated, will, upon request by the Company, deliver, and the Merger and (ii) following the termination of this Agreementuse their respective reasonable best efforts to cause their agents to deliver, shall promptly either deliver to the Company (or destroy, and shall cause their Representatives to deliver to the Company or destroy, ) all copies and any extracts or summaries of from such information then in their possession or control and notify under their control, and, if requested by the Company, promptly certify to the Company in writing that all such material has been so returned or destroyed.

Stockholder Lists. Unless or until there has been a Change in Recommendation in In connection with the Offer, the Company shall instruct its transfer agent to furnish Merger Sub (x) promptly (and in any event within four no later than five (45) 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 Shares and the Preferred Shares 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, listings and computer files and all other information in the Company’s possession or control containing information about regarding the beneficial owners of the Shares and the Preferred Shares as may be reasonably requested by Merger Sub for the purpose of communicating the Offer to such beneficial owners in accordance with Applicable LawShares, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request for the purpose of in communicating the Offer to the holders of Shares and Preferred Shares in accordance with Applicable Law (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to Applicable applicable Law, and except for such steps as are necessary to communicate the Offer to the holders of Shares and Preferred Shares, Parent and Merger Sub and their Representatives (i) shall hold in confidence such lists, files and information and will use such information only in connection with the Offer and the Merger and (ii) following the termination of this Agreement, shall promptly either deliver to the Company or 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. Unless the Company has received after the date hereof and prior to the date of mailing a Company Acquisition Proposal that constitutes or could reasonably be expected to lead to a Company Superior Proposal (as contemplated in Section 6.4), the Company and Parent shall use reasonable best efforts to coordinate the mailing of the Offer Documents and the Schedule 14D-9 so they can be included together in a joint mailing to the holders of the Shares.

Stockholder Lists. Unless or until there has been a Change in Recommendation in In connection with the Offer, the Company shall instruct cause its transfer agent to furnish Merger Sub promptly (and in any event within four (4) Business Days after the date of this Agreement) with mailing labels containing the names and addresses of the record holders of Shares and the Preferred Shares 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 and computer or other electronic files containing stockholders’ names and addresses, security position listings, computer files listings and all other information in the Company’s possession or control containing information about the beneficial owners of the Shares and the Preferred Shares as may be reasonably requested by Merger Sub for the purpose of communicating the Offer to such beneficial owners in accordance with Applicable Law, and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent may reasonably request for the purpose of communicating the Offer to the holders of Shares and Preferred Shares in accordance with Applicable Law (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to Applicable Law, and except for such steps as are necessary to communicate the Offer to the holders of Shares and Preferred Shares, Parent and Merger Sub and their Representatives (i) shall hold in confidence such lists, files and information and will use such information only in connection with the Offer and the Merger (all in accordance with the terms of the Confidentiality Agreement) and (ii) following the termination of this Agreement, shall promptly either deliver to the Company or 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.