Common use of Stockholder Lists Clause in Contracts

Stockholder Lists. In connection with the Offer, the Company shall promptly furnish to, or cause to be furnished to, Parent and Purchaser mailing labels, security position listings, any non-objecting beneficial owner lists and any available listing or computer file containing the names and addresses of the record holders of shares of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date (to the extent available), together with all other relevant, material information in the Company’s possession or control regarding the beneficial owners of shares of Company Common Stock and shall furnish Parent and Purchaser with such information and assistance as Parent, Purchaser or their respective agents may reasonably request in communicating the Offer to the record and beneficial holders of shares of Company Common Stock. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Purchaser shall, and shall cause each of their affiliates to, hold the information contained in any of such labels and lists in confidence, use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, deliver to the Company all copies of such information or extracts therefrom then in their possession or under their control.

Appears in 2 contracts

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

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Stockholder Lists. In connection with the Offer, the Company shall instruct its transfer agent to furnish Merger Sub promptly furnish to, or cause to be furnished to, Parent (and Purchaser in any event no later than four (4) Business Days after the date of this Agreement) with mailing labels, security position listings, any non-objecting beneficial owner lists and any available listing or computer file labels containing the names and addresses of the record holders of shares of Company Common Stock Shares as of a the most recent practicable date and of those persons becoming record holders subsequent to such date (to the extent available)date, together with copies of all lists of stockholders, security position listings and computer files and all other relevant, material information in the Company’s possession or control regarding the beneficial owners of shares of Company Common Stock the Shares, and shall furnish Parent and Purchaser with to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent, Purchaser or their respective agents Parent may reasonably request in communicating the Offer to the record and beneficial holders of shares Shares (the date of Company Common Stockthe 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 lawApplicable Law, and except for such steps as are necessary to disseminate communicate the Offer Documents and any other documents necessary to consummate the Mergerholders of Shares, Parent and Purchaser shallMerger Sub and their Representatives (i) shall hold in confidence such lists, files and shall cause each of their affiliates to, hold the information contained in any of such labels and lists in confidence, will use such information only in connection with the Offer and the MergerMerger and (ii) following the termination of this Agreement, and, if this Agreement is terminated, shall promptly either deliver to the Company or destroy, and shall cause their Representatives to deliver to the Company or destroy, all copies and any extracts or summaries of such information or extracts therefrom then in their possession or under their controlcontrol and notify the Company that all such material has been so returned or destroyed.

Appears in 2 contracts

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

Stockholder Lists. In connection with the Offer, the Company shall cause its transfer agent to promptly furnish to, or cause to be furnished to, Parent and Purchaser with (i) mailing labels, security position listings, any non-objecting beneficial owner lists and any available listing or computer file labels containing the names and addresses of the all record holders of shares Shares and (ii) security position listings of Company Common Stock Shares held in stock depositories, each as of a recent date date, and of with respect to those persons becoming Persons who become record holders or beneficial owners subsequent to such date (to the extent available)date, as of such later date, together with all other relevantreadily available listings and computer files containing names, material information in the Company’s possession or control regarding the addresses and security position listings of record holders and non-objecting beneficial owners of shares of Shares. The Company Common Stock and shall furnish Parent and Purchaser with such information additional information, including, without limitation, updated listings and computer files of holders of Shares, mailing labels and security position listings, and such other assistance as Parent, Purchaser or their respective agents may reasonably request require in communicating the Offer to the record and beneficial holders of shares of Company Common StockShares. Subject to the requirements of lawapplicable Law, and except for such steps actions as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the MergerDocuments, Parent and Purchaser shall, and shall cause each of their affiliates to, hold in confidence the information contained in any of such labels and lists in confidencedocuments provided to them under this Section 1.2(b), shall use such information only in connection with the Offer and the Merger, Merger and, if this Agreement is shall be terminated, shall, upon request, promptly deliver to the Company all copies of such information or extracts therefrom and documents (along with all copies thereof) then in their possession or under their control.

Appears in 2 contracts

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

Stockholder Lists. In connection with the OfferOffer and the Merger, the Company shall promptly furnish to, to the Purchaser or cause to be furnished to, Parent and Purchaser its designated agent mailing labels, security position listings, any non-objecting beneficial owner lists and any available listing or computer file labels containing the names and addresses of the record holders of the shares of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date (and, to the extent available)known, a list of the beneficial owners of the shares of Company Common Stock as of a recent date, together with copies of all security position listings and all other relevant, material computer files and other information in the Company’s possession or control regarding the beneficial owners of the shares of Company Common Stock Stock, and shall furnish Parent and to the Purchaser with such information and assistance (including updated lists and information) as Parent, the Purchaser or their respective agents may reasonably request in for the purpose of communicating the Offer to the record and beneficial holders of shares of Company Common Stock. From and after the date of this Agreement, all such information concerning the Company’s record and, to the extent known, beneficial holders shall be made available to the Purchaser. Subject to the requirements of law, applicable laws and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the MergerOffer, the Merger and the other transactions contemplated by this Agreement, the Parent and the Purchaser shall, and shall cause each until consummation of their affiliates tothe Offer, hold in confidence the information contained in any of such labels and lists in confidencelists, 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 is terminatedshall be terminated in accordance with Section 8.1, shall deliver to the Company all copies of such information or extracts therefrom then in their possession or under their control.

Appears in 2 contracts

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

Stockholder Lists. In connection with the Offer, the Company shall instruct its transfer agent to furnish Merger Sub (x) promptly furnish toafter the date of this Agreement and (y) from time to time thereafter as requested by Parent, or cause to be furnished to, Parent with a list of its stockholders and Purchaser mailing labels, security position listings, any non-objecting beneficial owner lists and any available listing or computer file labels containing the names and addresses of the record holders of shares of Company Common Stock Shares as of a the most recent practicable date and of those persons becoming record holders subsequent to such date (to the extent available)date, together with copies of all lists of stockholders, security position listings and computer files and all other relevant, material information in the Company’s possession or control regarding the beneficial owners of shares of Company Common Stock the Shares, and shall furnish Parent and Purchaser with to Merger Sub such information and assistance (including updated lists of stockholders, security position listings and computer files) as Parent, Purchaser or their respective agents Parent may reasonably request in communicating the Offer to the record and beneficial holders of shares of Company Common StockShares. Subject to the requirements of lawApplicable Law, and except for such steps as are necessary to disseminate communicate the Offer Documents and any other documents necessary to consummate the Mergerholders of Shares, Parent and Purchaser shallMerger Sub and their Representatives shall (i) hold in confidence such lists, files and shall cause each of their affiliates to, hold the information contained in any of such labels and lists in confidence, will use such information only in connection with the Offer and the Merger, and, Merger and (ii) if this Agreement is terminated, promptly either deliver to the Company or destroy, and shall cause their Representatives to deliver to the Company or destroy, all copies and any extracts or summaries of such information or extracts therefrom then in their possession or under their controlcontrol and notify the Company that all such material has been so returned or destroyed.

Appears in 2 contracts

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

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Stockholder Lists. In connection with the Offer, the Company shall cause its transfer agent to promptly furnish to, or cause to be furnished to, Parent and Purchaser with: (i) mailing labels, security position listings, any non-objecting beneficial owner lists and any available listing or computer file labels containing the names and addresses of the all record holders of shares of Company Common Stock; and (ii) security position listings of shares of Company Common Stock held in stock depositories, each as of a recent date and of with respect to those persons becoming Persons who become record holders or beneficial owners subsequent to such date (to the extent available)date, as of such later date, together with all other relevantreadily available listings and computer files containing names, material information in the Company’s possession or control regarding the addresses and security position listings of record holders and non-objecting beneficial owners of shares of Company Common Stock and Stock. The Company shall furnish Parent and Purchaser with such information additional information, including, without limitation, updated listings and computer files of holders of shares of Company Common Stock, mailing labels and security position listings, and such other assistance as Parent, Purchaser or their respective agents may reasonably request require in communicating the Offer to the record and beneficial holders of shares of Company Common Stock. Subject to the requirements of lawapplicable Law, and except for such steps actions as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the MergerDocuments, Parent and Purchaser shall, and shall cause each of their affiliates to, hold in confidence the information contained in any of such labels and lists in confidencedocuments provided to them under this Section 1.2(b), shall use such information only in connection with the Offer and the Merger, Merger and, if this Agreement is shall be terminated, shall, upon request, promptly deliver to the Company all copies of such information or extracts therefrom and documents (along with all copies thereof) then in their possession or under their control.

Appears in 1 contract

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

Stockholder Lists. In connection with the Offer, the Company shall instruct its transfer agent to furnish Merger Subsidiary (i) promptly furnish toafter the date of this Agreement and (ii) from time to time thereafter as reasonably requested by Parent prior to the commencement of the Offer, or cause to be furnished to, Parent with a list of its stockholders and Purchaser mailing labels, security position listings, any non-objecting beneficial owner lists and any available listing or computer file labels containing the names and addresses of the record holders of shares of Company Common Stock Shares as of a the most recent date and of those persons becoming record holders subsequent to such date (to the extent available)practicable date, together with copies of all lists of stockholders, security position listings and computer files and all other relevant, material information in the Company’s possession or control regarding the beneficial owners of shares of Company Common Stock the Shares, and shall furnish Parent and Purchaser with to Merger Subsidiary such information and reasonable assistance (including updated lists of stockholders, security position listings and computer files) as Parent, Purchaser or their respective agents Parent may reasonably request in communicating the Offer to the record and beneficial holders of shares of Company Common StockShares. Subject to the requirements of lawApplicable Law, and except for such steps as are necessary to disseminate communicate the Offer Documents and any other documents necessary to consummate the Mergerholders of Shares, Parent and Purchaser shallMerger Subsidiary and their Representatives shall (x) hold in confidence such lists, files and shall cause each of their affiliates to, hold the information contained in any of such labels and lists in confidence, will use such information only in connection with the Offer and the Merger, and, Merger in accordance with the terms of this Agreement and (y) if this Agreement is terminated, promptly either deliver to the Company or destroy, and shall cause their Representatives to deliver to the Company or destroy, all copies and any extracts or summaries of such information or extracts therefrom then in their possession or under their controlcontrol and notify the Company that all such material has been so returned or destroyed.

Appears in 1 contract

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

Stockholder Lists. In connection with the Offer, the Company shall promptly furnish to, or cause to be furnished to, Parent and Purchaser mailing labels, security position listings, any non-objecting beneficial owner lists and any available listing or computer file containing the names and addresses of the record holders of shares of Company Common Stock as of a recent date and of those persons becoming record holders subsequent to such date (to the extent available), together with all other relevant, material information in the Company’s 's possession or control regarding the beneficial owners of shares of Company Common Stock and shall furnish Parent and Purchaser with such information and assistance as Parent, Purchaser or their respective agents may reasonably request in communicating the Offer to the record and beneficial holders of shares of Company Common Stock. Subject to the requirements of law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Purchaser shall, and shall cause each of their affiliates to, hold the information contained in any of such labels and lists in confidence, use such information only in connection with the Offer and the Merger, and, if this Agreement is terminated, deliver to the Company all copies of such information or extracts therefrom then in their possession or under their control.

Appears in 1 contract

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

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