Stockholder Lists. The Company shall promptly furnish to, or shall cause to be promptly furnished to, Parent a list of the Company’s 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 commencement of the Offer. Parent and 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, deliver, and shall use their reasonable 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. The information contained in any such mailing labels, lists or files shall be subject in all respects to the Confidentiality Agreement.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Principia Biopharma Inc.), Agreement and Plan of Merger (Translate Bio, Inc.), Agreement and Plan of Merger (Halozyme Therapeutics, Inc.)
Stockholder Lists. The Company shall promptly furnish toParent with, or shall cause to be promptly furnished toto Parent, Parent a list of the Company’s 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 commencement of Offer and the OfferMerger. Parent and Purchaser and their agents Representatives shall hold in confidence 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 destroy) all copies and any extracts or summaries from such information then in their possession or control. The information contained in any such mailing labels, lists or files shall be subject in all respects and, if requested by the Company, promptly certify to the Confidentiality AgreementCompany in writing that all such material has been returned or destroyed. Notwithstanding anything to the contrary herein, the obligations of the Company in this Section 2.2(b) shall not apply if the Company Board effects a Company Adverse Change Recommendation or has formally determined to do so.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pacira BioSciences, Inc.), Agreement and Plan of Merger (Flexion Therapeutics Inc)
Stockholder Lists. The Company shall promptly furnish toParent with, or shall cause to be promptly furnished toto Parent, Parent a list of the Company’s 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 commencement of the Offer. Parent and Purchaser and their agents Representatives shall hold in confidence the information contained in any such labels, listings lists and files, ; shall use such information only in connection with the Offer and the Merger 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 destroy) all copies and any extracts or summaries from such information then in their possession or control. The information contained in any such mailing labels, lists or files shall be subject in all respects and, if requested by the Company, promptly certify to the Confidentiality Agreement.Company in writing that all such material has been returned or destroyed. ARTICLE 3
Appears in 1 contract
Samples: Agreement and Plan of Merger (Five Prime Therapeutics, Inc.)
