Common use of Stockholder Lists Clause in Contracts

Stockholder Lists. In connection with the Offer, the Company shall promptly furnish (or cause its transfer agent or agents to furnish) to Purchaser or its designated agent lists and mailing labels containing the names and addresses of (i) the record holders of the shares of Company Common Stock as of a recent date, (ii) those persons becoming record holders subsequent to such date and updated on a daily basis, (iii) the beneficial owners of the shares of Company Common Stock as of a recent date, and (iv) those persons becoming beneficial owners of the shares of Company Common Stock 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 of Company Common Stock, and shall furnish to Purchaser such information and assistance (including updated mailing labels, lists and information) as it may request for the purpose of communicating the Offer to the Company’s stockholders. From and after the date of this Agreement, all such information concerning the Company’s record and beneficial holders shall be made available promptly to Purchaser. For purposes of this Agreement, “Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government. Subject to the requirements of applicable Law and, except for such actions necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger and the other transactions contemplated hereby, Parent and Purchaser shall, and shall use their reasonable efforts to cause their respective Representatives to, hold in confidence the information contained in such labels and lists, to use such information only in connection with the Offer and the Merger and, if this Agreement is terminated in accordance with Section 9.1, upon written request of the Company, to deliver promptly to the Company all copies of such information then in their possession and under their control.

Stockholder Lists. In connection with the Offer, the Company shall promptly furnish (and in any event within five (5) Business Days after the date of this Agreement) provide to Parent a list of its stockholders available to it as well as, to the extent in the Company’s possession or cause its transfer agent or agents reasonably available to furnishand attainable to the Company in such five (5) to Purchaser or its designated agent lists and Business Day period, mailing labels and any available listing or computer file containing the names and addresses of (i) the all record holders of the shares of Company Common Stock as of a recent date, (ii) those persons becoming record holders subsequent to such date and updated on a daily basis, (iii) the beneficial owners of the shares of Company Common Stock as of a recent date, and (iv) those persons becoming beneficial owners of the shares of Company Common Stock 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 of Company Common Stock, and shall furnish lists of securities positions of shares of Company Common Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date (the date of the list used to Purchaser determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”) and such additional information and assistance (including updated lists of stockholders, non-objecting beneficial owners, mailing labels, labels and lists and informationof securities positions) as it 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 communicating receiving the Offer to the Company’s stockholders. From and after the date of this Agreement, all such information concerning the Company’s record and beneficial holders shall be made available promptly to Purchaser. For purposes of this Agreement, “Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in notice required by Section 13(d)(3262(d)(2) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a governmentDGCL. Subject to the requirements of applicable Law andLaws, and except for such actions steps as are reasonably necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger and the other transactions contemplated herebyTransactions, Parent and Purchaser Merger Sub shall, and shall use instruct their reasonable efforts to cause their respective Representatives to, hold in confidence the information contained in any such labels labels, listings and listsfiles, to shall use such information only in connection with the Offer and the Merger and, if this Agreement is terminated in accordance with Section 9.1terminated, shall, upon written request of by the Company, deliver, and shall use their reasonable best efforts to deliver promptly cause their Representatives to deliver, to the Company or destroy all copies of and any extracts or summaries from such information then in their possession and under their 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. In connection with the Offer, the Company shall promptly furnish (or cause its transfer agent or agents to, promptly provide (and shall use its reasonable best efforts to furnishprovide within three (3) Business Days after the date of this Agreement) to Purchaser or its designated agent lists and Parent: (a) a list of the Company’s stockholders, non-objecting beneficial owners, mailing labels and any available listing or computer file containing the names and addresses of (i) the all record holders of the shares Company Class A Stock and Company Class B Stock and lists of securities positions of Company Common Class A Stock and Company Class B Stock held in stock depositories, in each case accurate and complete as of a the most recent date, practicable date (ii) those persons becoming record holders subsequent to such the date and updated on a daily basis, (iii) the beneficial owners of the shares of Company Common Stock as of a recent datelist used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”) and (ivb) those persons becoming beneficial owners of the shares of Company Common Stock 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 additional information in the Company’s possession or control regarding the record holders and beneficial owners of the shares of Company Common Stock, and shall furnish to Purchaser such information and assistance (including updated lists of stockholders, non- objecting beneficial owners, mailing labels, labels and lists and informationof securities positions) as it 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 communicating receiving the Offer to the Company’s stockholders. From and after the date of this Agreement, all such information concerning the Company’s record and beneficial holders shall be made available promptly to Purchaser. For purposes of this Agreement, “Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in notice required by Section 13(d)(3262(d)(2) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a governmentDGCL. Subject to the requirements of applicable Law andlaws, and except for such actions steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger and the other transactions contemplated herebyby this Agreement, Parent and Purchaser Merger Sub shall, and shall use instruct their reasonable efforts to cause their respective Representatives to, hold in confidence the information contained in any such labels labels, listings and listsfiles, to shall use such information only in connection with the Offer and the Merger and, if this Agreement is terminated in accordance with Section 9.1shall be terminated, shall, upon written request of by the Company, deliver, and shall use their reasonable best efforts to deliver promptly cause their Representatives to deliver, to the Company (or destroy) all copies of and any extracts or summaries from such information then in their possession and under their 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. In connection with the Offer, the Company shall promptly furnish (or cause its transfer agent or agents to furnishfurnish Merger Sub promptly (and in any event within four (4) to Purchaser or its designated agent lists and Business Days after the date of this Agreement) with mailing labels containing the names and addresses of (i) the record holders of the shares of Company Common Stock Shares as of a the most recent date, (ii) practicable date and of those persons becoming record holders subsequent to such date and updated on a daily basis, (iii) the beneficial owners of the shares of Company Common Stock as of a recent date, and (iv) those persons becoming beneficial owners of the shares of Company Common Stock subsequent to such date and updated on a daily basis, together with copies of all lists of stockholders, security position listings and all other listings, computer files and other information in the Company’s possession or control regarding (and accessible to it) containing information about the record holders and beneficial owners of the shares Shares as may be reasonably requested by Merger Sub for the purpose of Company Common Stockcommunicating the Offer to such beneficial owners in accordance with applicable Law, and shall furnish to Purchaser Merger Sub such information and assistance (including updated mailing labelslists of stockholders, lists security position listings and informationcomputer files) as it Parent may reasonably request for the purpose of communicating the Offer to the Company’s stockholders. From and after holders of Shares in accordance with applicable Law (the date of this Agreement, all such information concerning the Company’s record and beneficial holders shall be made available promptly list used to Purchaser. For purposes of this Agreement, “Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of determine the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government. Subject Persons to the requirements of applicable Law and, except for such actions necessary to disseminate whom the Offer Documents and any other documents the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to applicable Law, and except for such steps as are necessary to consummate the Offer and Offer, the Merger Merger, the Top-Up Option, and the other transactions contemplated hereby, Parent and Purchaser shall, Merger Sub and their Representatives (i) shall use their reasonable efforts to cause their respective Representatives to, hold in confidence the information contained in such labels and lists, to files and information and will use such information only in connection with the Offer and the Merger and, and (ii) if this Agreement is terminated in accordance with Section 9.1terminated, upon written request of the Company, to shall promptly either deliver promptly to the Company or destroy, and shall use their commercially reasonable efforts to 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 under their controlnotify the Company that all such material has been so returned or destroyed.

Stockholder Lists. In connection with the Offer, the Company shall promptly furnish (or cause its transfer agent or agents and in any event within three (3) Business Days after the date of this Agreement) provide to furnishParent I: (a) to Purchaser or its designated agent lists and a list of the Company’s stockholders, non-objecting beneficial owners, mailing labels and any available listing or computer file containing the names and addresses of (i) the all record holders of the shares of Company Common Stock as of a recent date, (ii) those persons becoming record holders subsequent to such date and updated on a daily basis, (iii) the beneficial owners of the shares of Company Common Stock as of a recent date, and (iv) those persons becoming beneficial owners of the shares of Company Common Stock 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 of Company Common Stock, Company Class B Stock and shall furnish Company Class C Stock and lists of securities positions of 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 (the date of the list used to Purchaser determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”) and (b) such additional information and assistance (including updated lists of stockholders, non-objecting beneficial owners, mailing labels, labels and lists and informationof securities positions) as it 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 communicating receiving the Offer to the Company’s stockholders. From and after the date of this Agreement, all such information concerning the Company’s record and beneficial holders shall be made available promptly to Purchaser. For purposes of this Agreement, “Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in notice required by Section 13(d)(3262(d)(2) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a governmentDGCL. Subject to the requirements of applicable Law andlaws, and except for such actions steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and the Merger and the other transactions contemplated herebyby this Agreement, Parent I and Purchaser shall, Merger Sub I and their agents shall use their reasonable efforts to cause their respective Representatives to, hold in confidence the information contained in any such labels labels, listings and listsfiles, to shall use such information only in connection with the Offer and the Company Merger and, if this Agreement is terminated in accordance with Section 9.1shall be terminated, shall, upon written request of by the Company, deliver, and shall use their reasonable best efforts to deliver promptly cause their agents to deliver, to the Company (or destroy) all copies of and any extracts or summaries from such information then in their possession and under their 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. In connection with the Offer, the Company shall promptly after the date hereof (and in any event at least 5 Business Days prior to the Offer Commencement Date) furnish (or cause its transfer agent to be furnished to Parent and Merger Sub mailing labels, security position listings, and any other available listings or agents to furnish) to Purchaser or its designated agent lists and mailing labels computer files containing the names and addresses of (i) the record holders of the shares of Company Common Stock as of a recent date, (ii) those persons becoming record holders subsequent to such date and updated on a daily basis, (iii) the or beneficial owners of the shares of Company Common Stock as of a the most recent practicable date, and shall promptly furnish Parent and Merger Sub with such information and assistance (iv) those persons becoming including lists of record holders or beneficial owners of the shares of Company Common Stock subsequent Stock, updated from time to time upon Parent’s, Merger Sub’s, or either of their respective agent’s request, and the addresses, mailing labels, and lists of security positions of such date and updated on a daily basisrecord holders or beneficial owners) as Parent, together with copies Merger Sub, or its agent may reasonably request for the purpose of all security position listings and all other computer files and other information in communicating the Company’s possession or control regarding Offer to the record holders and beneficial owners of the shares of Company Common Stock, and shall furnish to Purchaser such information and assistance Stock (including updated mailing labels, lists and information) as it may request for the purpose of communicating the Offer to the Company’s stockholders. From and after the date of this Agreementthe list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, all such information concerning the Company’s record and beneficial holders shall be made available promptly to Purchaser. For purposes of this Agreement, “Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange ActStockholder List Date”), trust, association or entity or government, political subdivision, agency or instrumentality of a government. Subject to the requirements of applicable Law andLaw, and except for such actions steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and Offer, the Merger Merger, and the other transactions contemplated hereby, Parent and Purchaser shall, Merger Sub (and shall use their reasonable efforts to cause their respective Representatives to, agents) shall hold in confidence the information contained in any such lists of stockholders, mailing labels and lists, to listings or files of securities positions and shall use such information only in connection with the Offer and the Merger and, if this Agreement is terminated in accordance with Section 9.1shall be terminated, upon written request of the Company, shall promptly return (and shall use their respective reasonable efforts to deliver promptly cause their agents to return) to the Company (or destroy) all copies and any extract or summaries of such information then in their possession and under their or control.

Stockholder Lists. In connection with the Offer, the Company shall, or shall promptly furnish (or cause its transfer agent to, promptly (but in any event within five Business Days following the date hereof) furnish or agents cause to furnish) be furnished to Purchaser Parent and Merger Sub mailing labels, security position listings, and any other available listings or its designated agent lists and mailing labels computer files containing the names and addresses of (i) the record holders of the shares of Company Common Stock as of a recent date, (ii) those persons becoming record holders subsequent to such date and updated on a daily basis, (iii) the or beneficial owners of the shares of Company Common Stock as of a the most recent practicable date, and shall promptly furnish Parent and Merger Sub with such information and assistance (iv) those persons becoming including lists of record holders or beneficial owners of the shares of Company Common Stock subsequent Stock, updated from time to time upon Parent’s, Merger Sub’s, or either of their respective agent’s request, and the addresses, mailing labels, and lists of security positions of such date and updated on a daily basisrecord holders or beneficial owners) as Parent, together with copies Merger Sub, or its agent may reasonably request for the purpose of all security position listings and all other computer files and other information in communicating the Company’s possession or control regarding Offer to the record holders and beneficial owners of the shares of Company Common Stock, and shall furnish to Purchaser such information and assistance Stock (including updated mailing labels, lists and information) as it may request for the purpose of communicating the Offer to the Company’s stockholders. From and after the date of this Agreementthe list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, all such information concerning the Company’s record and beneficial holders shall be made available promptly to Purchaser. For purposes of this Agreement, “Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange ActStockholder List Date”), trust, association or entity or government, political subdivision, agency or instrumentality of a government. Subject to the requirements of applicable Law andLaw, and except for such actions steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer and Offer, the Merger Merger, and the other transactions contemplated hereby, Parent and Purchaser shall, Merger Sub and their Representatives shall use their reasonable efforts to cause their respective Representatives to, hold in confidence the information contained in any such labels labels, listings, and lists, to 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 is terminated in accordance with Section 9.1shall be terminated, upon written request of the Company, shall promptly deliver (and shall use their respective reasonable best efforts to deliver promptly cause their agents and Representatives to deliver) to the Company (or destroy) all copies and any extract or summaries of such information then in their possession and under their or control, and, if requested by the Company, promptly certify to the Company in writing that all such material has been returned or destroyed.