Common use of Stockholder Lists Clause in Contracts

Stockholder Lists. In connection with the Offer, the Company shall instruct its transfer agent to furnish Merger Sub promptly (and in any event no later than four (4) Business Days after the date of this Agreement) with mailing labels containing the names and addresses of the record holders of 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 and computer files and all other information in the Company’s possession or control regarding the beneficial owners of the Shares, 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 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 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, 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Open Text Corp), Agreement and Plan of Merger (Actuate Corp)

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Stockholder Lists. In connection with the Offer, the Company shall instruct its transfer agent to furnish Merger Sub (x) promptly (and in any event no later than four (4) Business Days after the date of this AgreementAgreement 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 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 and computer files and all other information in the Company’s possession or control regarding the beneficial owners of the Shares, 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 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 Schedule 14D-9 are first disseminated, the “Stockholder List Date”)Shares. Subject to Applicable Law, and except for such steps as are necessary to communicate the Offer to the holders of Shares, Parent and Merger Sub and their Representatives shall (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 if this AgreementAgreement is terminated, 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.

Appears in 2 contracts

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

Stockholder Lists. In connection with the Offer, the Company shall instruct its transfer agent promptly furnish to, or cause to furnish Merger Sub promptly (be furnished to, Parent and in Purchaser mailing labels, security position listings, any event no later than four (4) Business Days after the date of this Agreement) with mailing labels non-objecting beneficial owner lists and any available listing or computer file containing the names and addresses of the record holders of Shares shares of Company Common Stock as of the most a recent practicable date and of those persons becoming record holders subsequent to such datedate (to the extent available), together with copies of all lists of stockholders, security position listings and computer files and all other relevant, material information in the Company’s possession or control regarding the beneficial owners of the Shares, shares of Company Common Stock and shall furnish to Merger Sub Parent and Purchaser with such information and assistance (including updated lists of stockholdersas Parent, security position listings and computer files) as Parent Purchaser or their respective agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares (the date shares 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”)Company Common Stock. Subject to Applicable Lawthe requirements of 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 SharesMerger, Parent and Merger Sub Purchaser shall, and shall cause each of their Representatives (i) shall affiliates to, hold the information contained in confidence any of such listslabels and lists in confidence, files and information and will use such information only in connection with the Offer and the Merger and (ii) following the termination of Merger, and, if this AgreementAgreement is terminated, 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 or extracts therefrom then in their possession or control and notify the Company that all such material has been so returned or destroyedunder their control.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Euramax International PLC), Agreement and Plan of Merger (Euramax International PLC)

Stockholder Lists. In connection with the OfferOffer and the Merger, the Company shall instruct promptly furnish to the Purchaser or its transfer designated agent to furnish Merger Sub promptly (and in any event no later than four (4) Business Days after the date of this Agreement) with mailing labels containing the names and addresses of the record holders of Shares the shares of Company Common Stock as of the most a recent practicable date and of those persons becoming record holders subsequent to such date and, to the extent known, a list of the beneficial owners of the shares of Company Common Stock as of a recent date, together with copies of all lists of stockholders, security position listings and all other computer files and all other information in the Company’s possession or control regarding the beneficial owners of the Sharesshares of Company Common Stock, and shall furnish to Merger Sub the Purchaser such information and assistance (including updated lists of stockholders, security position listings and computer filesinformation) as Parent the Purchaser may reasonably request in for the purpose of communicating the Offer to the holders of Shares (shares of Company Common Stock. From and after the date of this Agreement, all such information concerning the list used Company’s record and, to determine the Persons extent known, beneficial holders shall be made available to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”)Purchaser. 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 SharesOffer, the Merger and the 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 labels and lists, 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 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 destroyedunder their control.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mapinfo Corp), Agreement and Plan of Merger (Mapinfo Corp)

Stockholder Lists. In connection with the Offer, the Company shall instruct cause its transfer agent to promptly furnish Merger Sub promptly Parent and Purchaser with (and in any event no later than four (4i) Business Days after the date of this Agreement) with mailing labels containing the names and addresses of the all record holders of Shares and (ii) security position listings of Shares held in stock depositories, each as of the most a recent practicable date date, and of with respect to those persons becoming Persons who become record holders or beneficial owners subsequent to such date, as of such later date, together with copies of all lists of stockholders, security position other readily available listings and computer files containing names, addresses and all other information in the Company’s possession or control regarding the security position listings of record holders and non-objecting beneficial owners of the Shares, and . The Company shall furnish to Merger Sub Parent and Purchaser with such information and assistance (including additional information, including, without limitation, updated lists of stockholders, security position listings and computer files) files of holders of Shares, mailing labels and security position listings, and such other assistance as Parent Parent, Purchaser or their agents may reasonably request require in communicating the Offer to the record and beneficial holders of Shares (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”)Shares. Subject to Applicable applicable Law, and except for such steps actions as are necessary to communicate disseminate the Offer to the holders of SharesDocuments, Parent and Merger Sub and their Representatives (i) Purchaser shall hold in confidence such lists, files and the information and will documents provided to them under this Section 1.2(b), shall use such information only in connection with the Offer and the Merger and (ii) following the termination of and, if this AgreementAgreement shall be terminated, shall shall, upon request, promptly either deliver to the Company or destroy, all such information and shall cause their Representatives to deliver to the Company or destroy, documents (along with all copies and any extracts or summaries of such information thereof) then in their possession or control and notify the Company that all such material has been so returned or destroyedcontrol.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Procera Networks, Inc.), Agreement and Plan of Merger (Procera Networks, Inc.)

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Stockholder Lists. In connection with the Offer, the Company shall instruct its transfer agent promptly furnish to, or cause to furnish Merger Sub promptly (be furnished to, Parent and in Purchaser mailing labels, security position listings, any event no later than four (4) Business Days after the date of this Agreement) with mailing labels non-objecting beneficial owner lists and any available listing or computer file containing the names and addresses of the record holders of Shares shares of Company Common Stock as of the most a recent practicable date and of those persons becoming record holders subsequent to such datedate (to the extent available), together with copies of all lists of stockholders, security position listings and computer files and all other relevant, material information in the Company’s 's possession or control regarding the beneficial owners of the Shares, shares of Company Common Stock and shall furnish to Merger Sub Parent and Purchaser with such information and assistance (including updated lists of stockholdersas Parent, security position listings and computer files) as Parent Purchaser or their respective agents may reasonably request in communicating the Offer to the record and beneficial holders of Shares (the date shares 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”)Company Common Stock. Subject to Applicable Lawthe requirements of 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 SharesMerger, Parent and Merger Sub Purchaser shall, and shall cause each of their Representatives (i) shall affiliates to, hold the information contained in confidence any of such listslabels and lists in confidence, files and information and will use such information only in connection with the Offer and the Merger and (ii) following the termination of Merger, and, if this AgreementAgreement is terminated, 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 or extracts therefrom then in their possession or control and notify the Company that all such material has been so returned or destroyedunder their control.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Berger Holdings LTD)

Stockholder Lists. In connection with the Offer, the Company shall instruct cause its transfer agent to promptly furnish Merger Sub promptly Parent and Purchaser with: (and in any event no later than four (4i) Business Days after the date of this Agreement) with mailing labels containing the names and addresses of the all record holders of Shares shares of Company Common Stock; and (ii) security position listings of shares of Company Common Stock held in stock depositories, each as of the most a recent practicable date and of with respect to those persons becoming Persons who become record holders or beneficial owners subsequent to such date, as of such later date, together with copies of all lists of stockholders, security position other readily available listings and computer files containing names, addresses and all other information in the Company’s possession or control regarding the security position listings of record holders and non-objecting beneficial owners of the Shares, and shares of Company Common Stock. The Company shall furnish to Merger Sub Parent and Purchaser with such information and assistance (including additional information, including, without limitation, updated lists of stockholders, security position listings and computer files) files of holders of shares of Company Common Stock, mailing labels and security position listings, and such other assistance as Parent Parent, Purchaser or their agents may reasonably request require in communicating the Offer to the record and beneficial holders of Shares (the date shares 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”)Company Common Stock. Subject to Applicable applicable Law, and except for such steps actions as are necessary to communicate disseminate the Offer to the holders of SharesDocuments, Parent and Merger Sub and their Representatives (i) Purchaser shall hold in confidence such lists, files and the information and will documents provided to them under this Section 1.2(b), shall use such information only in connection with the Offer and the Merger and (ii) following the termination of and, if this AgreementAgreement shall be terminated, shall shall, upon request, promptly either deliver to the Company or destroy, all such information and shall cause their Representatives to deliver to the Company or destroy, documents (along with all copies and any extracts or summaries of such information thereof) then in their possession or control and notify the Company that all such material has been so returned or destroyedcontrol.

Appears in 1 contract

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

Stockholder Lists. In connection with the Offer, the Company shall instruct its transfer agent to furnish Merger Sub Subsidiary (i) promptly (and in any event no later than four (4) Business Days after the date of this AgreementAgreement and (ii) from time to time thereafter as reasonably requested by Parent prior to the commencement of the Offer, with a list of its stockholders and mailing labels containing the names and addresses of the record holders of 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 and computer files and all other information in the Company’s possession or control regarding the beneficial owners of the Shares, and shall furnish to Merger Sub Subsidiary such information and reasonable assistance (including updated lists of stockholders, security position listings and computer files) as Parent 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 Schedule 14D-9 are first disseminated, the “Stockholder List Date”)Shares. Subject to Applicable Law, and except for such steps as are necessary to communicate the Offer to the holders of Shares, Parent and Merger Sub Subsidiary 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 in accordance with the terms of this Agreement and (iiy) following the termination of if this AgreementAgreement is terminated, 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Michaels Companies, Inc.)

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