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, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 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 documents necessary to consummate the Transactions, 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 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.

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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 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 documents necessary to consummate the Transactions, 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 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.

Stockholder Lists. The In connection with the Offer and the Merger, the Company shall promptly cause its transfer agent to furnish Parent and Merger Sub promptly, and in any event within three Business Days of the Agreement Date, to the extent such items are reasonably available to the Company, 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 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 latest practicable date and of those persons becoming record holders subsequent to such date, and shall provide to Parent together with copies of such additional information (including updated lists of stockholders, mailing labels security position listings and lists of securities positions) computer files and such other assistance information as Parent may reasonably request in connection with the Company’s possession or control regarding the beneficial owners of shares of Company Common Stock, in each case as of the latest date practicable, and shall furnish to Parent and Merger Sub such information and assistance (including periodically updated lists of stockholders, security position listings and computer files) as Parent may reasonably request in communicating the Offer and to the Merger (the date stockholders of the list used to determine the Persons to whom the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 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 documents necessary to consummate the TransactionsOffer and the Merger, Parent and Purchaser Merger Sub and their agents (x) shall hold in confidence 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 by deliver to the Company, deliverCompany or destroy, and shall will use their reasonable best efforts to cause their agents to deliver, deliver to the Company (or destroy) , all copies and any extracts extract or summaries from of such information then in their possession or control, and, if requested by the Company, promptly certify to control and notify the Company in writing that all such material has been so returned or destroyed.

Stockholder Lists. The As requested by Parent or its agents, 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 Company Shares and lists of securities positions of Company 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 Merger. The date of the list used to determine the Persons to whom the Offer Documents, the Documents and Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior disseminated is referred to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, in this Agreement as 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 documents necessary to consummate the Transactions, .” 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 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, 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 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 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 lists, 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 Sub such additional information (including updated lists of stockholders, mailing labels security position listings and lists of securities positionscomputer files) and such other assistance as Parent or Sub may reasonably request in connection with communicating the Offer and the Merger (Maryland Short Form Notice to the date record and beneficial holders of the list used to determine the Persons to whom the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, the “Stockholder List Date”)Company Common Stock. Subject to the requirements of applicable Legal RequirementsLaw, and except for such steps as are necessary to disseminate the Offer Documents Documents, the Maryland Short Form Notice and any other documents necessary to consummate the Transactionstransactions contemplated by this Agreement, Parent and Purchaser and their agents Sub shall hold in confidence the information contained in any such labels, lists, listings and files, shall use such information only files other than 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, 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 control in accordance with the Company, promptly certify to the Company in writing that all such material has been returned or destroyedConfidentiality Agreement.

Stockholder Lists. The Company shall promptly furnish Parent with 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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) business days prior to the date the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 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 documents 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 by the Companyrequest, deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or 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, 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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior disseminated is referred to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, as 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 documents necessary to consummate the Transactions, Parent and Purchaser and their agents Merger Sub 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.

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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days Business Days prior to the date the Offer Documents, the Schedule 14D-9 Documents and the Schedule 13E-3 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 and any other documents necessary to consummate the Transactions, Parent and Purchaser 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.

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, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior disseminated is referred to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, as 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 documents necessary to consummate the Transactions, Parent Parent, AcquisitionCo and Purchaser and their agents Merger Sub 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.

Stockholder Lists. The Company shall promptly promptly, and in any event no later than one (1) Business Day before the date on which the Offer Documents are first disseminated, furnish Parent with 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, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, the “Stockholder List Date”)Merger. 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 Purchaser and their agents Representatives shall hold in confidence in accordance with the 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 by the Company, 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, 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 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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) business days prior to the date the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 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 and any other documents necessary to consummate the Transactions, Parent and 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 terminatedterminated in accordance with Section 8.1, 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.

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 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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) business days prior to the date the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 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 documents necessary to consummate the Transactions, 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 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.

Stockholder Lists. The Company shall promptly furnish Parent with 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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days Business Days prior to the date the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 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 documents 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 by the Companyrequest, deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or 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 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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) business days prior to the date the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 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 and any other documents necessary to consummate the Transactions, 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 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.

Stockholder Lists. The Company shall promptly furnish Parent with 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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days Business Days prior to the date the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 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 documents information necessary to consummate the Transactions, Parent and Purchaser and their agents Representatives shall hold in confidence in accordance with 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 by the Company, 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, 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 promptly furnish Parent with provide 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 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 date (the date of the list used to determine the Persons to whom the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 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 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 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.

Stockholder Lists. The Company shall promptly after the date hereof furnish to Parent with or instruct its transfer agent to furnish 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 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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) business days prior to the date the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 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 documents necessary to consummate the Contemplated Transactions, 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 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.

Stockholder Lists. The Company shall promptly furnish to, or shall cause to be promptly furnished to, Parent with a list of its 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 Offer and the Merger (the date of the list used to determine the Persons to whom the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) business days prior to the date of the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 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 documents necessary to consummate the Transactions, Parent and Purchaser and their agents shall hold in confidence 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 request by the Company, deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or 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 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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) business days prior to the date the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 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 and any other documents necessary to consummate the Transactions, 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 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.

Stockholder Lists. The From time to time as requested by Purchaser or its agents, the Company shall promptly furnish Parent Purchaser 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 case, accurate and complete as of the most recent practicable date, and shall provide to Parent such Purchaser additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent Purchaser 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, the Documents and Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 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 documents necessary to consummate the Transactions, 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 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.

Stockholder Lists. The Company shall promptly furnish Parent with 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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days Business Days prior to the date the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 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 documents 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 by the Company, shall promptly 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.

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, the Schedule 14D-9 Documents and the Schedule 13E-3 Solicitation/Recommendation Statement are first disseminated, which date shall not be more than ten (10) days prior disseminated is referred to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, as 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 documents necessary to consummate the Transactions, Parent and Purchaser and their agents Merger Sub 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.

Stockholder Lists. The In connection with the Offer, the Company shall instruct its transfer agent to furnish Merger Sub (i) promptly furnish Parent after the date of this Agreement and (ii) from time to time thereafter as reasonably requested by Parent, with a list of its stockholders, stockholders and 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 as of the most recent practicable date preceding the date on which the Offer is commenced 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 regarding the beneficial owners of the Shares, and shall provide furnish to Parent Merger Sub such additional information and reasonable 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 the Merger (the date of the list used to determine the Persons to whom the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, the “Stockholder List Date”)holders of Shares. Subject to applicable Legal RequirementsLaw, and except for such steps as are necessary to disseminate communicate the Offer Documents and any other documents necessary to consummate the Transactionsholders of Shares, Parent and Purchaser Merger Sub and their agents Representatives shall (x) hold in confidence the such lists, files and information contained in any such labels, listings and files, shall will use such information only in connection with the Offer and the Merger and, in accordance with the terms of this Agreement and (y) if this Agreement shall be is terminated, shall, upon request by promptly either deliver to the Company, deliverCompany or destroy, and shall use their reasonable best efforts to cause their agents Representatives to deliver, deliver to the Company (or destroy) , all copies and any extracts or summaries from of such information then in their possession or control, and, if requested by the Company, promptly certify to control and notify the Company in writing that all such material has been so returned or destroyed.

Stockholder Lists. The 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 Parent with a list of to the Purchaser or 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 the shares of Company Common Stock and lists any available listing containing the names and addresses of securities positions beneficial holders of Shares held in stock depositoriesshares of Company Common Stock, in each case accurate and complete case, as of the most recent practicable date, and shall provide furnish to Parent the Purchaser such additional information and assistance (including updated lists of stockholdersthe record and beneficial holders of shares of Company Common Stock, mailing labels and lists of securities security 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, the Documents and Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 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 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, listings labels and fileslists in accordance with the Confidentiality Agreement, 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 by the Company, deliver, shall destroy all electronic copies of such information and shall use their reasonable best efforts to cause their agents to deliver, destroy or deliver to the Company (or destroy) all other copies and any extracts or summaries from of such information then in their possession or under their 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 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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) business days prior to the date the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 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 and any other documents necessary to consummate the Transactions, 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 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.

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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 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 documents necessary to consummate the Transactionstransactions contemplated by this Agreement, 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 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.

Stockholder Lists. The Company shall (or shall cause its transfer agent to) 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 (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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) business days prior to the date the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 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 documents necessary to consummate the Transactions, Parent and Purchaser and their agents shall hold in confidence 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 request by the Company, deliver, and shall use their reasonable best efforts to cause their agents to deliver, to the Company (or 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 Company shall promptly furnish Parent with a list of (or cause its stockholders, transfer agent or agents to furnish) to the Merger Sub or its 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 DocumentsCompany's record and, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date extent known, beneficial holders shall be made available to the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 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 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 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 by the Companyrequest, deliver, and shall use their reasonable best efforts to cause their agents to deliver, deliver to the Company (or destroy) all copies and any extracts or summaries from of such information then in their possession or under their 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 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 true, 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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) business days prior to the date the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 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 and any other documents necessary to consummate the Transactions, 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 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.

Stockholder Lists. The In connection with the Offer, the Company shall promptly furnish (and in any event within three (3) Business Days after the date of this Agreement) provide to Parent with I: (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 Common Stock, Company Class B Stock and Company Class C Stock and lists of securities positions of Shares Company Common Stock, Company Class B Stock and Company Class C 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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 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 I may reasonably request in connection with the Offer or the Mergers. 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 documents necessary to consummate the Transactionstransactions contemplated by this Agreement, Parent I and Purchaser Merger Sub I 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 Company 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.

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, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior disseminated is referred to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, as 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 documents necessary to consummate the Transactions, Parent and Purchaser and their agents Merger Sub 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.

Stockholder Lists. The In connection with the Offer, the Company shall instruct its transfer agent to furnish Merger Sub (x) promptly furnish Parent after the date of this Agreement and (y) from time to time thereafter as requested by Parent, with a list of its stockholders, stockholders and 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 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 regarding the beneficial owners of the Shares, 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 holders of Shares (the date of the list used to determine the Persons to whom the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, the “Stockholder List Date”). Subject to applicable Legal RequirementsApplicable Law, and except for such steps as are necessary to disseminate communicate the Offer Documents and any other documents necessary to consummate the Transactionsholders of Shares, Parent and Purchaser Merger Sub and their agents Representatives shall (i) hold in confidence the such lists, files and information contained in any such labels, listings and files, shall will use such information only in connection with the Offer and the Merger and, and (ii) if this Agreement shall be is terminated, shall, upon request by promptly either deliver to the Company, deliverCompany or destroy, and shall use their reasonable best efforts to cause their agents Representatives to deliver, deliver to the Company (or destroy) , all copies and any extracts or summaries from of such information then in their possession or control, and, if requested by the Company, promptly certify to control and notify the Company in writing that all such material has been so returned or destroyed.

Stockholder Lists. The Company shall promptly promptly, and in any event no later than one (1) Business Day before the date on which the Offer Documents are first disseminated, furnish Parent with 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, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, the “Stockholder List Date”)Merger. 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 Purchaser and their agents Representatives shall hold in confidence in accordance with the 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 by the Company, 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, and, if requested by the Company, promptly certify to the Company in writing that all such material has been returned or destroyed.. ARTICLE 3 MERGER TRANSACTION Section 3.1

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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) calendar days prior to the date the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 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 and any other documents necessary to consummate the Transactions, Parent and 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.

Stockholder Lists. The In connection with the Offer, the Company shall will promptly furnish Parent with (and in any event no later than July 17, 2020) provide to Parent: (a) a list of its stockholdersthe Company’s stockholders and non-objecting beneficial owners, mailing labels and labels, 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 date (the date of the list used to determine the Persons to whom the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 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. Prior to the filing with the SEC of the Schedule 14D-9, the Company will 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 RequirementsLaw, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Purchaser Merger Sub and their agents shall will hold in confidence the information contained in any such labels, listings and files, shall will use such information only in connection with the Offer and the Merger Transactions and, if this Agreement shall be is terminated, shallwill, 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 under their 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 cause its transfer agent to furnish Parent and Merger Sub promptly following the date hereof 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 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, the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 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 documents necessary to consummate the TransactionsOffer and the Merger, Parent and Purchaser Merger Sub and their agents (x) shall hold in confidence 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 by deliver to the Company, deliverCompany or destroy, and shall will use their reasonable best efforts to cause their agents to deliver, promptly deliver to the Company (or destroy) , all copies and any extracts extract or summaries from of such information then in their possession or control, and, if requested control and certify in writing by the Company, promptly certify a duly authorized officer of Parent to the Company in writing that all such material has been so returned or destroyed.

Stockholder Lists. The In connection with the Offer, the Company shall instruct its transfer agent to furnish to Parent and Merger Sub: (a) promptly furnish Parent with following the date of this Agreement (and, in any event, within three Business Days of the date of this Agreement) a list of its stockholdersthe Company’s stockholders and non-objecting beneficial owners, mailing labels and labels, 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 date (the date of the list used to determine the Persons to whom the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 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 Legal RequirementsLaw, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Purchaser Merger Sub and their respective agents shall will hold in confidence (in accordance with the terms of the Confidentiality Agreement) the information contained in any such labels, listings and files, shall will use such information only in connection with the Offer and the Merger Transactions and, if this Agreement shall be is terminated, shallwill, upon request by the Company, deliver, and shall use their respective 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 under their 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 promptly after the date hereof (and in any event at least three (3) Business Days prior to the Offer Commencement Date) furnish or cause to be furnished to Parent with and Merger Sub a list of its stockholders, mailing labels labels, security position listings, and any other available listing listings or computer file files containing the names and addresses of all the record holders or beneficial owners 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 recent practicable date, and shall provide to promptly furnish Parent and Merger Sub with such additional information and assistance (including updated lists of stockholdersrecord holders or beneficial owners of the shares of Company Common Stock and the addresses, mailing labels labels, and lists of securities positionssecurity positions of such record holders or beneficial owners) and such other assistance as Parent Parent, Merger Sub, or its agent may reasonably request in connection with for the purpose of communicating the Offer to the record holders and beneficial owners of the Merger shares of Company Common Stock (the date of the list used to determine the Persons to whom the Offer Documents, the Documents and Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 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 documents necessary to consummate the TransactionsOffer, the Merger, and the other transactions contemplated hereby, Parent and Purchaser and their agents Merger Sub shall hold in confidence the information contained in any such labels, listings listings, and files, files in accordance with the Confidentiality Agreement and 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, shall promptly deliver (and shall use their respective commercially reasonable best efforts to cause their agents and Representatives to deliver, ) to the Company (or destroy) all copies and any extracts extract or summaries from of 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 promptly furnish Parent with (and in any event within three (3) Business Days after the date of this Agreement) provide 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 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 date (the date of the list used to determine the Persons to whom the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents, the Schedule 14D-9 and the Schedule 13E-3 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 documents or as otherwise determined by Parent advisable or necessary to consummate the Transactions, Parent and Purchaser 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 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.

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, Documents and the Schedule 14D-9 and the Schedule 13E-3 are first disseminated, which date shall not be more than ten (10) business days prior to the date the Offer Documents, Documents and the Schedule 14D-9 and the Schedule 13E-3 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 and any other documents necessary to consummate the Transactions, 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 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.