Common use of Stockholder Lists Clause in Contracts

Stockholder Lists. In connection with the Offer, the Company shall, or shall cause its transfer agent to, promptly (but in any event within five Business Days following the date hereof) furnish or cause to be furnished to Parent and Merger Sub mailing labels, security position listings, and any other available listings or computer files containing the names and addresses of the record holders or beneficial owners of the shares of Company Common Stock as of the most recent practicable date, and shall promptly furnish Parent and Merger Sub with such information and assistance (including lists of record holders or beneficial owners of the shares of Company Common 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 record holders or beneficial owners) as Parent, Merger Sub, or its agent may reasonably request for the purpose of communicating the Offer to the record holders and beneficial owners of the shares of Company Common Stock (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger, and the other transactions contemplated hereby, Parent and Merger Sub and their Representatives shall hold in confidence the information contained in any such labels, listings, and 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 promptly deliver (and shall use their respective reasonable best efforts to 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 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 shallshall furnish, or and shall cause instruct its transfer agent toto furnish, to Merger Sub (x) promptly (but in any event within five Business Days following after the date hereofof this Agreement and (y) furnish or cause from time to be furnished to Parent time thereafter as requested by Parent, with a list of its stockholders and Merger Sub mailing labels, security position listings, and any other available listings listing or computer files file containing the names and addresses of the record holders or beneficial owners of the shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories and all other information in the Company’s possession or control regarding the beneficial holders of shares of Company Common Stock, 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 shall promptly furnish Parent and to Merger Sub with such information and assistance (including updated lists of record holders or beneficial owners of the shares of Company Common Stock, updated from time to time upon Parent’s, Merger Sub’s, or either of their respective agent’s request, and the addressesstockholders, mailing labels, security position listings and lists of security positions of such record holders or beneficial ownerscomputer files) as Parent, Merger Sub, or its agent Parent may reasonably request for the purpose of in communicating the Offer to the record holders and beneficial owners of the shares of Company Common Stock (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, which date shall not be more than ten (10) Business Days prior to the date the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable Law, and except for such steps as are reasonably necessary or appropriate to disseminate the Offer Documents and any other documents necessary to consummate the Offer, Transactions or communicate the Merger, and Offer to the other transactions contemplated herebyholders of shares of Company Common Stock, Parent and Merger Sub and their Representatives shall (i) hold in confidence the such lists, files and information contained in any such labels, listings, and files in accordance with the Confidentiality Agreement and 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 as promptly as reasonably practicable either deliver (to the Company or destroy, and shall use their respective reasonable best efforts to cause their agents and Representatives to deliver) deliver to the Company (or destroy) , all copies and any extract extracts or summaries 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. In connection with the Offer, the Company shall, or shall cause its transfer agent to, promptly after the date hereof (but and in any event within five at least three (3) Business Days following prior to the date hereofOffer Commencement Date) furnish or cause to be furnished to Parent and Merger Sub a list of its stockholders, mailing labels, security position listings, and any other available listings or computer files containing the names and addresses of the record holders or beneficial owners of the shares of Company Common Stock as of the most recent practicable date, and shall promptly furnish Parent and Merger Sub with such information and assistance (including updated lists of record holders or beneficial owners of the shares of Company Common Stock, updated from time to time upon Parent’s, Merger Sub’s, or either of their respective agent’s request, Stock and the addresses, mailing labels, and lists of security positions of such record holders or beneficial owners) as Parent, Merger Sub, or its agent may reasonably request for the purpose of communicating the Offer to the record holders and beneficial owners of the shares of Company Common Stock (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “"Stockholder List Date”"). Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger, and the other transactions contemplated hereby, Parent and Merger Sub and their Representatives shall hold in confidence the information contained in any such labels, listings, and 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 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 extract or summaries 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. In connection with the Offer, the The Company shall, shall promptly furnish (or shall cause its ----------------- transfer agent to, promptly (but in any event within five Business Days following or agents to furnish) to the date hereof) furnish or cause to be furnished to Parent and Merger Sub or its designated agent mailing labels, security position listings, and any other available listings or computer files labels containing the names and addresses of (i) the record holders or of the Shares as of a recent date, (ii) those persons becoming record holders subsequent to such date and updated on a daily basis, (iii) to the extent known, a list of the beneficial owners of the shares of Company Common Stock Shares as of the most 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 promptly furnish Parent and to the Merger Sub with such information and assistance (including updated lists of record holders or beneficial owners of the shares of Company Common 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 record holders or beneficial ownersinformation) as Parent, Merger Sub, or its agent it may reasonably request for the purpose of communicating the Offer to the record holders Company's stockholders. From and beneficial owners of the shares of Company Common Stock (after the date of this Agreement, all such information concerning the list used Company's record and, to determine the Persons extent known, beneficial holders shall be made available to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”)Merger Sub. Subject to the requirements of applicable Law, laws and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger, Merger and the other transactions contemplated herebyby this Agreement, the Parent and the Merger Sub and their Representatives shall shall, until consummation of the Offer, hold in confidence the information contained in any of such labelslabels and lists, listings, and files in accordance with the Confidentiality Agreement and 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 promptly shall, upon request, deliver (and shall use their respective reasonable best efforts to 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 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. In connection with the Offer, the Company shall, or shall cause its transfer agent to, promptly (but and in any event within five three (3) Business Days following after the date hereofof this Agreement) furnish or cause to be furnished provide to Parent and Merger Sub I: (a) a list of the Company’s stockholders, non-objecting beneficial owners, mailing labels, security position listings, labels and any other available listings listing or computer files file containing the names and addresses of the all record holders or beneficial owners of the shares of Company Common Stock, Company Class B Stock and 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, and shall promptly furnish Parent and Merger Sub with such information and assistance (including lists of record holders or beneficial owners of the shares of Company Common 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 record holders or beneficial owners) as Parent, Merger Sub, or its agent may reasonably request for the purpose of communicating the Offer to the record holders and beneficial owners of the shares of Company Common Stock date (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”)) and (b) such additional information (including updated lists of stockholders, non-objecting beneficial owners, mailing labels and lists of securities positions) as Parent 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 the requirements of applicable Lawlaws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger, and the other transactions contemplated herebyby this Agreement, Parent I and Merger Sub I and their Representatives agents shall hold in confidence the information contained in any such labels, listingslistings and files, and files in accordance with the Confidentiality Agreement and shall use such information only in connection with the Offer and the Company Merger and, if this Agreement shall be terminated, shall promptly deliver (shall, upon request by the Company, deliver, and shall use their respective reasonable best efforts to cause their agents and Representatives to deliver) , to the Company (or destroy) all copies and any extract extracts or summaries of 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. In connection with the Offer, the The Company shallshall promptly furnish Parent with, or shall cause its transfer agent to, promptly (but in any event within five Business Days following the date hereof) furnish or cause to be promptly furnished to Parent and Merger Sub Parent, a list of its stockholders, mailing labels, security position listings, labels and any other available listings listing or computer files file containing the names and addresses of the all record holders or beneficial owners of the shares Shares and lists of Company Common Stock securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date, and shall promptly furnish provide to Parent and Merger Sub with such additional information and assistance (including updated lists of record holders or beneficial owners of the shares of Company Common Stock, updated from time to time upon Parent’s, Merger Sub’s, or either of their respective agent’s request, and the addressesstockholders, mailing labels, labels and lists of security positions of securities positions) and such record holders or beneficial owners) other assistance as Parent, Merger Sub, or its agent Parent may reasonably request for the purpose of communicating in connection with the Offer to and the record holders and beneficial owners of the shares of Company Common Stock Merger (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, which date shall not be more than ten (10) Business Days prior to the date the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents information necessary to consummate the Offer, the Merger, and the other transactions contemplated herebyTransactions, Parent and Merger Sub Purchaser and their Representatives shall hold in confidence in accordance with Non-Disclosure Agreement the information contained in any such labels, listingslists and files, and 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 promptly deliver (deliver, and shall use their respective reasonable best efforts to cause their agents and Representatives to deliver) , to the Company (or destroy) all copies and any extract extracts or summaries of 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. In connection with the Offer, the Company shall, or shall cause its transfer agent to, will promptly (but and in any event within five Business Days following no later than July 17, 2020) provide to Parent: (a) a list of the date hereof) furnish or cause to be furnished to Parent Company’s stockholders and Merger Sub non-objecting beneficial owners, mailing labels, security position listings, and any other available listings listing or computer files file containing the names and addresses of the all record holders or beneficial owners of the shares Shares and lists of Company Common Stock securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date, and shall promptly furnish Parent and Merger Sub with such information and assistance (including lists of record holders or beneficial owners of the shares of Company Common 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 record holders or beneficial owners) as Parent, Merger Sub, or its agent may reasonably request for the purpose of communicating the Offer to the record holders and beneficial owners of the shares of Company Common Stock date (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”); and (b) such additional information (including updated lists of stockholders and non-objecting beneficial owners, mailing labels, listings or computer files containing the names and addresses of all record holders and lists of securities positions) as Parent may reasonably request in connection with the Transactions. 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 the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger, and the other transactions contemplated herebyTransactions, Parent and Merger Sub and their Representatives shall agents will hold in confidence the information contained in any such labels, listingslistings and files, and files in accordance with the Confidentiality Agreement and shall will use such information only in connection with the Offer and the Merger Transactions and, if this Agreement shall be is terminated, shall promptly deliver (will, upon request by the Company, deliver, and shall use their respective reasonable best efforts to cause their agents and Representatives to deliver) , to the Company (or destroy) all copies and any extract extracts or summaries of 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. In connection with the OfferOffer and the Merger (including to enable Parent to disseminate the Maryland Short Form Merger Notice promptly after the date hereof), the Company shallshall promptly furnish Parent with a list of its stockholders and non-objecting beneficial owners, or shall cause its transfer agent to, promptly (but in any event within five Business Days following the date hereof) furnish or cause to be furnished to Parent and Merger Sub mailing labels, security position listings, labels and any other available listings listing or computer files file containing the names and addresses of the all record holders or beneficial owners of the shares Shares and lists of Company Common Stock securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date, and shall promptly furnish provide to Parent and Merger Sub with such additional information and assistance (including updated lists of record holders or beneficial owners of the shares of Company Common Stock, updated from time to time upon Parent’s, Merger Sub’s, or either of their respective agent’s request, and the addressesstockholders, mailing labels, labels and lists of security positions of securities positions) and such record holders or beneficial owners) other assistance as Parent, Merger Sub, or its agent Parent may reasonably request for in connection with the purpose of communicating Offer, the Offer to Merger and the record holders and beneficial owners of the shares of Company Common Stock Maryland Short Form Merger Notice (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, which date shall not be more than ten (10) business days prior to the date the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable Law, 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 Offer, the Merger, and the other transactions contemplated herebyTransactions, Parent and Merger Sub Purchaser and their Representatives agents shall hold in confidence the information contained in any such labels, listingslistings and files, and 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 promptly deliver (shall, upon request by the Company, deliver, and shall use their respective reasonable best efforts to cause their agents and Representatives to deliver) , to the Company (or destroy) all copies and any extract extracts or summaries of 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. In connection with the Offer, the Company shall, or shall cause instruct its transfer agent to, to furnish Merger Sub (x) promptly (but and in any event within no later than five (5) Business Days following after the date hereofof this Agreement) furnish or cause and (y) from time to be furnished to Parent time thereafter as requested by Parent, with a list of its stockholders and Merger Sub mailing labels, security position listings, and any other available listings or computer files labels containing the names and addresses of the record holders or beneficial owners of the shares of Company Common Stock Shares as of the most recent practicable date and of those persons becoming record holders subsequent to such date, together with copies of all lists of stockholders, security position listings and computer files and all other information in the Company’s possession regarding the beneficial owners of the Shares, and shall promptly furnish Parent and to Merger Sub with such information and assistance (including updated lists of record holders or beneficial owners of the shares of Company Common Stockstockholders, updated from time to time upon Parent’s, Merger Sub’s, or either of their respective agent’s request, security position listings and the addresses, mailing labels, and lists of security positions of such record holders or beneficial ownerscomputer files) as Parent, Merger Sub, or its agent Parent may reasonably request for the purpose of in communicating the Offer to the record holders and beneficial owners of the shares of Company Common Stock Shares (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate communicate the Offer Documents and any other documents necessary to consummate the Offer, the Merger, and the other transactions contemplated herebyholders of Shares, Parent and Merger Sub and their Representatives (i) shall hold in confidence the such lists, files and information contained in any such labels, listings, and files in accordance with the Confidentiality Agreement and shall will use such information only in connection with the Offer and the Merger and, if and (ii) following the termination of this Agreement shall be terminatedAgreement, shall promptly either deliver (and shall use their respective reasonable best efforts to cause their agents and Representatives to deliver) to the Company (or destroy) , and shall cause their Representatives to deliver to the Company or destroy, all copies and any extract extracts or summaries 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. Unless the Company has received after the date hereof and prior to the date of mailing a Company Acquisition Proposal that constitutes or could reasonably be expected to lead to a Company Superior Proposal (as contemplated in Section 6.4), the Company and Parent shall use reasonable best efforts to coordinate the mailing of the Offer Documents and the Schedule 14D-9 so they can be included together in a joint mailing to the holders of the Shares.

Stockholder Lists. In connection with the Offer, the Company shall, or shall cause its transfer agent to, promptly (but and in any event within five three (3) Business Days following after the date hereofof this Agreement) furnish or cause provide to be furnished to Parent and Merger Sub Parent: (a) a list of the Company’s stockholders, non-objecting beneficial owners, mailing labels, security position listings, labels and any other available listings listing or computer files file containing the names and addresses of the all record holders or beneficial owners of the shares Shares and lists of Company Common Stock securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date, and shall promptly furnish Parent and Merger Sub with such information and assistance (including lists of record holders or beneficial owners of the shares of Company Common 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 record holders or beneficial owners) as Parent, Merger Sub, or its agent may reasonably request for the purpose of communicating the Offer to the record holders and beneficial owners of the shares of Company Common Stock date (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”)) and (b) such additional information (including updated lists of stockholders, non-objecting beneficial owners, mailing labels and lists of securities positions) as Parent may reasonably request in connection with the Offer or the Merger. Prior to the filing with the SEC of the Schedule 14D-9, the Company shall set the Stockholder List Date as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the DGCL. Subject to the requirements of applicable LawLaws, 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 Offer, the Merger, and the other transactions contemplated herebyTransactions, Parent and Merger Sub and their Representatives agents shall hold in confidence the information contained in any such labels, listingslistings and files, and 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 promptly deliver (shall, upon request by the Company, deliver, and shall use their respective reasonable best efforts to cause their agents and Representatives to deliver) , to the Company (or destroy) all copies and any extract extracts or summaries of 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. In connection with the Offer, the The Company shall, shall (or shall cause its transfer agent to) promptly furnish Parent with a list of its stockholders, promptly (but in any event within five Business Days following the date hereof) furnish or cause to be furnished to Parent and Merger Sub mailing labels, security position listings, labels and any other available listings listing or computer files file containing the names and addresses of the all record holders or beneficial owners of the shares Shares and lists of Company Common Stock 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 promptly furnish provide to Parent and Merger Sub with such additional information and assistance (including updated lists of record holders or beneficial owners of the shares of Company Common Stock, updated from time to time upon Parent’s, Merger Sub’s, or either of their respective agent’s request, and the addressesstockholders, mailing labels, labels and lists of security positions of securities positions) and such record holders or beneficial owners) other assistance as Parent, Merger Sub, or its agent Parent may reasonably request for the purpose of communicating in connection with the Offer to and the record holders and beneficial owners of the shares of Company Common Stock Merger (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, which date shall not be more than ten (10) business days prior to the date the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable LawLegal Requirements, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger, and the other transactions contemplated herebyTransactions, Parent and Merger Sub Purchaser and their Representatives agents shall hold in confidence the information contained in any such labels, listings, listings and files in accordance with the Confidentiality Agreement and Agreement, shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall promptly deliver (shall, upon request by the Company, deliver, and shall use their respective reasonable best efforts to cause their agents and Representatives to deliver) , to the Company (or or, at Parent’s option, destroy) all copies and any extract extracts or summaries of 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. In connection with the Offer, the The Company shallshall promptly furnish Parent with, or shall cause its transfer agent to, promptly (but in any event within five Business Days following the date hereof) furnish or cause to be promptly furnished to Parent and Merger Sub Parent, a list of its stockholders, mailing labels, security position listings, labels and any other available listings listing or computer files file containing the names and addresses of the all record holders or beneficial owners of the shares Shares and lists of Company Common Stock securities positions of Shares held in stock depositories, in each case accurate and complete as of the most recent practicable date, and shall promptly furnish provide to Parent and Merger Sub with such additional information and assistance (including updated lists of record holders or beneficial owners of the shares of Company Common Stock, updated from time to time upon Parent’s, Merger Sub’s, or either of their respective agent’s request, and the addressesstockholders, mailing labels, labels and lists of security positions of securities positions) and such record holders or beneficial owners) other assistance as Parent, Merger Sub, or its agent Parent may reasonably request for the purpose of communicating in connection with the Offer to and the record holders and beneficial owners of the shares of Company Common Stock Merger (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, which date shall not be more than ten (10) Business Days prior to the date the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents information necessary to consummate the Offer, the Merger, and the other transactions contemplated herebyTransactions, Parent and Merger Sub Purchaser and their Representatives shall hold in confidence in accordance with the Confidentiality Agreement the information contained in any such labels, listingslistings and files, and 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 promptly deliver (deliver, and shall use their respective reasonable best efforts to cause their agents and Representatives to deliver) , to the Company (or destroy) all copies and any extract extracts or summaries of 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. In connection with the Offer, the Company shall, or shall cause its transfer agent to, promptly after the date hereof (but and in any event within five at least 5 Business Days following prior to the date hereofOffer Commencement Date) furnish or cause to be furnished to Parent and Merger Sub mailing labels, security position listings, and any other available listings or computer files containing the names and addresses of the record holders or beneficial owners of the shares of Company Common Stock as of the most recent practicable date, and shall promptly furnish Parent and Merger Sub with such information and assistance (including lists of record holders or beneficial owners of the shares of Company Common 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 record holders or beneficial owners) as Parent, Merger Sub, or its agent may reasonably request for the purpose of communicating the Offer to the record holders and beneficial owners of the shares of Company Common Stock (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger, and the other transactions contemplated hereby, Parent and Merger Sub (and their Representatives respective agents) shall hold in confidence the information contained in any such labelslists of stockholders, listings, mailing labels and listings or files in accordance with the Confidentiality Agreement of securities positions and shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall promptly deliver return (and shall use their respective reasonable best efforts to cause their agents and Representatives to deliverreturn) to the Company (or destroy) all copies and any extract or summaries 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. In connection with the Offer, the Company shall, or shall cause its transfer agent to, promptly provide (but in any event and shall use its reasonable best efforts to provide within five three (3) Business Days following after the date hereofof this Agreement) furnish or cause to be furnished to Parent and Merger Sub Parent: (a) a list of the Company’s stockholders, non-objecting beneficial owners, mailing labels, security position listings, labels and any other available listings listing or computer files file containing the names and addresses of the all record holders or beneficial owners of the shares of Company Common Class A Stock and Company Class B Stock and lists of securities positions of Company Class A Stock and Company Class B Stock held in stock depositories, in each case accurate and complete as of the most recent practicable date, and shall promptly furnish Parent and Merger Sub with such information and assistance (including lists of record holders or beneficial owners of the shares of Company Common 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 record holders or beneficial owners) as Parent, Merger Sub, or its agent may reasonably request for the purpose of communicating the Offer to the record holders and beneficial owners of the shares of Company Common Stock date (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”)) and (b) such additional information (including updated lists of stockholders, non- objecting beneficial owners, mailing labels and lists of securities positions) as Parent may reasonably request in connection with the Offer or the Merger. Prior to the filing with the SEC of the Schedule 14D-9, the Company shall set the Stockholder List Date as the record date for the purpose of receiving the notice required by Section 262(d)(2) of the DGCL. Subject to the requirements of applicable Lawlaws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger, and the other transactions contemplated herebyby this Agreement, Parent and Merger Sub shall, and shall instruct their Representatives shall to, hold in confidence the information contained in any such labels, listingslistings and files, and 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 promptly deliver (shall, upon request by the Company, deliver, and shall use their respective reasonable best efforts to cause their agents and Representatives to deliver) , to the Company (or destroy) all copies and any extract extracts or summaries of 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. In connection with the OfferOffer and the Merger, the Company shall, or shall cause its transfer agent to, promptly (but in any event within five Business Days following the date hereof) to furnish or cause to be furnished to Parent and Merger Sub promptly following the date hereof with mailing labels, security position listings, and any other available listings or computer files labels containing the names and addresses of the record holders or beneficial owners of the shares of Company Common Stock as of the most recent latest 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 reasonably requested by Parent that is in the Company’s possession or control regarding the beneficial owners of Company Common Stock, in each case as of the latest date practicable, and shall promptly furnish to Parent and Merger Sub with such information and assistance (including periodically updated lists of record holders or beneficial owners of the shares of Company Common Stockstockholders, updated from time to time upon Parent’s, Merger Sub’s, or either of their respective agent’s request, security position listings and the addresses, mailing labels, and lists of security positions of such record holders or beneficial ownerscomputer files) as Parent, Merger Sub, or its agent Parent may reasonably request for the purpose of in communicating the Offer to the record holders and beneficial owners stockholders of the shares of Company Common Stock (the date of the list used to determine the Persons to whom the Offer Documents and Schedule 14D-9 are first disseminated, the “Stockholder List Date”)Company. Subject to the requirements of applicable Applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, Offer and the Merger, and the other transactions contemplated hereby, Parent and Merger Sub and their Representatives agents (x) shall hold in confidence the information contained in any such labels, listings, listings and files in accordance with the Confidentiality Agreement and shall will use such information only in connection with the Offer and the Merger and, if and (y) following the termination of this Agreement shall be terminatedAgreement, shall promptly promptly, at the election of Parent, deliver (to the Company or destroy, and shall will use their respective reasonable best efforts to cause their agents and Representatives to deliver) promptly deliver to the Company (or destroy) , all copies and any extract or summaries 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. In connection with the Offer, the The Company shall, shall (or shall cause its transfer agent to) promptly furnish Parent with a list of its stockholders, promptly (but in any event within five Business Days following the date hereof) furnish or cause to be furnished to Parent and Merger Sub mailing labels, security position listings, labels and any other available listings listing or computer files file containing the names and addresses of the all record holders or beneficial owners of the shares Shares and lists of Company Common Stock 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 promptly furnish provide to Parent and Merger Sub with such additional information and assistance (including updated lists of record holders or beneficial owners of the shares of Company Common Stock, updated from time to time upon Parent’s, Merger Sub’s, or either of their respective agent’s request, and the addressesstockholders, mailing labels, labels and lists of security positions of securities positions) and such record holders or beneficial owners) other assistance as Parent, Merger Sub, or its agent Parent may reasonably request for the purpose of communicating in connection with the Offer to and the record holders and beneficial owners of the shares of Company Common Stock Merger (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, which date shall not be more than ten (10) days prior to the date the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable LawLegal Requirements, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger, and the other transactions contemplated herebyTransactions, Parent and Merger Sub Purchaser and their Representatives agents shall hold in confidence the information contained in any such labels, listings, listings and files in accordance with the Confidentiality Agreement and Agreement, shall not use such information only in connection with the Offer and the Merger violation thereof and, if this Agreement shall be terminated, shall promptly deliver (shall, upon request by the Company, deliver, and shall use their respective reasonable best efforts to cause their agents and Representatives to deliver) , to the Company (or or, at Parent’s option, destroy) all copies and any extract extracts or summaries of 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. In connection with the Offer, the Company shall, or shall cause its transfer agent to, promptly (but and in any event within five (5) Business Days following after the date hereofof this Agreement) furnish or cause to be furnished provide to Parent a list of its stockholders available to it as well as, to the extent in the Company’s possession or reasonably available to and Merger Sub attainable to the Company in such five (5) Business Day period, mailing labels, security position listings, labels and any other available listings listing or computer files file containing the names and addresses of the all record holders or beneficial owners of the shares of Company Common Stock, and 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, and shall promptly furnish Parent and Merger Sub with such information and assistance (including lists of record holders or beneficial owners of the shares of Company Common 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 record holders or beneficial owners) as Parent, Merger Sub, or its agent may reasonably request for the purpose of communicating the Offer to the record holders and beneficial owners of the shares of Company Common Stock date (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”)) and 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 the requirements of applicable LawLaws, and except for such steps as are reasonably necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger, and the other transactions contemplated herebyTransactions, Parent and Merger Sub shall, and shall instruct their Representatives shall to, hold in confidence the information contained in any such labels, listingslistings and files, and 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 is terminated, shall promptly deliver (shall, upon request by the Company, deliver, and shall use their respective reasonable best efforts to cause their agents and Representatives to deliver) , to the Company (or destroy) destroy all copies and any extract extracts or summaries of 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. In connection with The Company shall promptly after the Offer, the Company shall, date hereof furnish to Parent or shall cause instruct its transfer agent to, promptly (but in any event within five Business Days following the date hereof) to furnish or cause to be furnished to Parent and Merger Sub a list of its stockholders, mailing labels, security position listings, labels and any other available listings listing or computer files file containing the names and addresses of the all record holders or beneficial owners of the shares Shares and lists of Company Common Stock securities positions of Shares held in stock depositories, in each case, accurate and complete as of the most recent practicable date, and shall promptly furnish provide to Parent and Merger Sub with such additional information and assistance (including updated lists of record holders or beneficial owners of the shares of Company Common Stock, updated from time to time upon Parent’s, Merger Sub’s, or either of their respective agent’s request, and the addressesstockholders, mailing labels, labels and lists of security positions of securities positions) and such record holders or beneficial owners) other assistance as Parent, Merger Sub, or its agent Parent may reasonably request for the purpose of communicating in connection with the Offer to and the record holders and beneficial owners of the shares of Company Common Stock Merger (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, which date shall not be more than ten business days prior to the date the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to the requirements of applicable LawLaws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger, and the other transactions contemplated herebyContemplated Transactions, Parent and Merger Sub Purchaser and their Representatives agents shall hold in confidence the information contained in any such labels, listingslistings and files, and 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 promptly deliver (shall, upon request by the Company, deliver, and shall use their respective reasonable best efforts to cause their agents and Representatives to deliver) , to the Company (or destroy) all copies and any extract extracts or summaries of 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.