Common use of Stockholder Lists Clause in Contracts

Stockholder Lists. In connection with the Offer, the Company shall cause its transfer agent to promptly furnish Parent and Purchaser with (i) mailing labels containing the names and addresses of all record holders of Shares and (ii) security position listings of Shares held in stock depositories, each as of a recent date, and with respect to those Persons who become record or beneficial owners subsequent to such date, as of such later date, together with other readily available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of Shares. The Company shall furnish Parent and Purchaser with such 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 agents may reasonably require in communicating the Offer to the record and beneficial holders of Shares. Subject to applicable Law, and except for such actions as are necessary to disseminate the Offer Documents, Parent and Purchaser shall hold in confidence the information and documents provided to them under this Section 1.2(b), shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shall, upon request, promptly deliver to the Company all such information and documents (along with all copies thereof) then in their possession or control.

Appears in 2 contracts

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

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Stockholder Lists. In connection with the OfferOffer and the Merger, the Company shall cause its transfer agent to promptly furnish Parent and to the Purchaser with (i) or its designated agent mailing labels containing the names and addresses of all the record holders of Shares the shares of Company Common Stock as of a recent date and (ii) security position listings of Shares held in stock depositoriesthose persons becoming record holders subsequent to such date and, each to the extent known, a list of the beneficial owners of the shares of Company Common Stock as of a recent date, and with respect to those Persons who become record or beneficial owners subsequent to such date, as of such later date, together with other readily available listings and computer files containing names, addresses and copies of all security position listings of record holders and non-objecting all other computer files and other information in the Company’s possession or control regarding the beneficial owners of Shares. The the shares of Company Common Stock, and shall furnish Parent to the Purchaser such information and assistance (including updated lists and information) as the Purchaser with such 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 agents may reasonably require in request for the purpose of communicating the Offer to the holders of shares of Company Common Stock. From and after the date of this Agreement, all such information concerning the Company’s record and and, to the extent known, beneficial holders of Sharesshall be made available to the Purchaser. Subject to the requirements of applicable Law, laws and except for such actions steps as are necessary to disseminate the Offer DocumentsDocuments and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, the Parent and the Purchaser shall shall, until consummation of the Offer, hold in confidence the information contained in any of such labels and documents provided to them under this Section 1.2(b)lists, shall use such information only in connection with the Offer Offer, the Merger and the Merger other transactions contemplated by this Agreement and, if this Agreement shall be terminatedterminated in accordance with Section 8.1, shall, upon request, promptly shall deliver to the Company all copies of such information 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 (Mapinfo Corp), Agreement and Plan of Merger (Mapinfo Corp)

Stockholder Lists. In connection with the Offer, the Company shall promptly furnish (or cause its transfer agent or agents to promptly furnish Parent and Purchaser with (ifurnish) to Merger Sub or Merger Sub’s designated agent mailing labels containing the names and addresses of all the record holders of Shares and (ii) security position listings the shares of Shares held in stock depositories, each Company Common Stock as of a recent date, date and with respect to those Persons who become becoming record or beneficial owners holders subsequent to such date, as of such later date, together with other readily available listings and computer files containing names, addresses and copies of all security position listings of and all other computer files and other information in the Company’s possession or control regarding the record holders and non-objecting beneficial owners of Shares. The the shares of Company Common Stock, and shall furnish to Merger Sub such information and assistance (including updated mailing labels, lists and information) as Parent and Purchaser with such additional information, including, without limitation, updated listings and computer files or Merger Sub reasonably may request for the purpose of holders of Shares, mailing labels and security position listings, and such other assistance as Parent, Purchaser or their agents may reasonably require in communicating the Offer to the record and beneficial holders of Sharesshares of Company Common Stock. Subject to the requirements of applicable LawLaw and, and except for such actions as are necessary to disseminate the Offer DocumentsDocuments and any other documents necessary to consummate the Transactions, Parent and Purchaser Merger Sub shall, and shall use their reasonable efforts to cause their respective Representatives to, hold in confidence the information contained in such labels and documents provided lists, to them under this Section 1.2(b), shall use such information only in connection with the Offer and the Merger and, if this Agreement shall be terminated, shallis terminated in accordance with Section 10.1, upon requestwritten request of the Company, to deliver promptly deliver to the Company all copies of such information and documents (along with all copies thereof) then in their possession or and under their control, all pursuant to the terms and conditions of the Confidentiality Agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ats Corp)

Stockholder Lists. In connection with the OfferOffer and the Merger, the Company shall cause its transfer agent to promptly furnish Parent and Purchaser Merger Sub promptly following the date hereof with (i) mailing labels containing the names and addresses of all the record holders of Shares and (ii) security position listings of Shares held in stock depositories, each Company Common Stock as of a recent date, the latest practicable date and with respect to of those Persons who become persons becoming record or beneficial owners holders subsequent to such date, as of such later date, together with other readily available copies of all lists of stockholders, security position listings and computer files containing namesand all other information reasonably requested by Parent that is in the Company’s possession or control regarding the beneficial owners of Company Common Stock, addresses in each case as of the latest date practicable, and shall furnish to Parent and Merger Sub such information and assistance (including periodically updated lists of stockholders, security position listings of record holders and non-objecting beneficial owners of Shares. The Company shall furnish Parent and Purchaser with such additional information, including, without limitation, updated listings and computer files of holders of Shares, mailing labels and security position listings, and such other assistance files) as Parent, Purchaser or their agents Parent may reasonably require request in communicating the Offer to the record and beneficial holders stockholders of Sharesthe Company. Subject to applicable Applicable Law, and except for such actions steps as are necessary to disseminate the Offer DocumentsDocuments and any other documents necessary to consummate the Offer and the Merger, Parent and Purchaser Merger Sub and their agents (x) shall hold in confidence the information contained in any such labels, listings and documents provided to them under this Section 1.2(b), shall files and will use such information only in connection with the Offer and the Merger andand (y) following the termination of this Agreement, if this Agreement shall be terminatedpromptly, shallat the election of Parent, upon requestdeliver to the Company or destroy, and will use their reasonable best efforts to cause their agents to promptly deliver to the Company or destroy, all copies and any extract or summaries of such information and documents (along with all copies thereof) then in their possession or controlcontrol and certify in writing by a duly authorized officer of Parent to the Company that all such material has been so returned or destroyed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meru Networks Inc)

Stockholder Lists. In connection with the Offer, the Company shall cause instruct its transfer agent to promptly (and in any event within five (5) Business Days following the date hereof) furnish Parent and to the Purchaser with (i) or its designated agent mailing labels containing the names and addresses of all the record holders of Shares and (ii) security position listings the shares of Shares held in stock depositories, each Company Common Stock as of a recent date, and with respect to those Persons who become record or beneficial owners subsequent to such date, as of such later date, together with other readily available listings and computer files containing names, addresses and security position listings of record holders and non-objecting beneficial owners of Shares. The Company shall furnish Parent to the Purchaser such information as is in the possession or control of the Company and Purchaser with such 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, the Purchaser or their agents may reasonably require in request for the purpose of communicating the Offer to the record and beneficial holders of Sharesshares of Company Common Stock (the date of the list used by the Purchaser 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, laws and except for such actions steps as are necessary to disseminate the Offer DocumentsDocuments and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, the Parent and the Purchaser shall shall, until consummation of the Offer, hold in confidence the information and documents provided contained in any of such labels or otherwise furnished to them under this Section 1.2(b)the Parent or the Purchaser pursuant to the foregoing sentence in accordance with the Confidentiality Agreement, shall use such information only in connection with the Offer Offer, the Merger and the Merger other transactions contemplated by this Agreement and, if this Agreement shall be terminatedterminated in accordance with Section 8.1, shall, upon request, promptly shall destroy all electronic copies of such information and deliver to the Company all other copies of such information 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 (Blue Apron Holdings, Inc.)

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Stockholder Lists. In connection with the Offer, the The Company shall promptly furnish (or cause its ----------------- transfer agent or agents to promptly furnish Parent and Purchaser with (ifurnish) to the Merger Sub or its designated agent mailing labels containing the names and addresses of all (i) the record holders of the Shares and as of a recent date, (ii) security position listings 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 held in stock depositories, each as of a recent date, and with respect (iv) to the extent known, those Persons who become record or persons becoming beneficial owners of the Shares subsequent to such date, as of such later datedate and updated on a daily basis, together with other readily available listings and computer files containing names, addresses and copies of all security position listings of and all other computer files and other information in the Company's possession or control regarding the record holders and non-objecting beneficial owners of the Shares. The Company , and shall furnish Parent to the Merger Sub such information and Purchaser with such additional assistance (including updated lists and information, including, without limitation, updated listings and computer files ) as it may request for the purpose of holders of Shares, mailing labels and security position listings, and such other assistance as Parent, Purchaser or their agents may reasonably require in 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 and, to the extent known, beneficial holders of Sharesshall be made available to the Merger Sub. Subject to the requirements of applicable Law, laws and except for such actions steps as are necessary to disseminate the Offer DocumentsDocuments and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, the Parent and Purchaser shall the Merger Sub shall, until consummation of the Offer, hold in confidence the information contained in any of such labels and documents provided to them under this Section 1.2(b)lists, shall use such information only in connection with the Offer Offer, the Merger and the Merger other transactions contemplated by this Agreement and, if this Agreement shall be terminatedterminated in accordance with Section 9.1 of this Agreement, shall, upon request, promptly deliver to the Company all copies of such information 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 (Headhunter Net Inc)

Stockholder Lists. In connection with the Offer, the Company shall cause instruct its transfer agent to furnish Merger Sub (x) promptly furnish Parent after the date of this Agreement and Purchaser (y) from time to time thereafter as requested by Parent, with (i) a list of its stockholders and mailing labels containing the names and addresses of all the record holders of Shares and (ii) security position listings of Shares held in stock depositories, each as of a the most recent date, practicable date and with respect to of those Persons who become persons becoming record or beneficial owners holders subsequent to such date, as of such later date, together with other readily available copies of all lists of stockholders, security position listings and computer files containing namesand all other information in the Company’s possession regarding the beneficial owners of the Shares, addresses and shall furnish to Merger Sub such information and assistance (including updated lists of stockholders, security position listings of record holders and non-objecting beneficial owners of Shares. The Company shall furnish Parent and Purchaser with such additional information, including, without limitation, updated listings and computer files of holders of Shares, mailing labels and security position listings, and such other assistance files) as Parent, Purchaser or their agents Parent may reasonably require request in communicating the Offer to the record and beneficial holders of SharesShares (the date of the list used to determine the Persons to whom the Offer Documents and the Schedule 14D-9 are first disseminated, the “Stockholder List Date”). Subject to applicable Applicable Law, and except for such actions steps as are necessary to disseminate communicate the Offer Documentsto the holders of Shares, Parent and Purchaser Merger Sub and their Representatives shall (i) hold in confidence the such lists, files and information and documents provided to them under this Section 1.2(b), shall will use such information only in connection with the Offer and the Merger and, and (ii) if this Agreement shall be is terminated, shall, upon request, 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 and documents (along with all copies thereof) then in their possession or 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 (Medicines Co /De)

Stockholder Lists. In connection with the Offer, the The Company shall promptly furnish (or cause its transfer agent or agents to promptly furnish Parent and Purchaser with (ifurnish) to the Merger Sub or its designated agent mailing labels containing the names and addresses of all (i) the record holders of the Shares and as of a recent date, (ii) security position listings 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 held in stock depositories, each as of a recent date, and with respect (iv) to the extent known, those Persons who become record or persons becoming beneficial owners of the Shares subsequent to such date, as of such later datedate and updated on a daily basis, together with other readily available listings and computer files containing names, addresses and copies of all security position listings of and all other computer files and other information in the Company's possession or control regarding the record holders and non-objecting beneficial owners of the Shares. The Company , and shall furnish Parent to the Merger Sub such information and Purchaser with such additional assistance (including updated lists and information, including, without limitation, updated listings and computer files ) as it may request for the purpose of holders of Shares, mailing labels and security position listings, and such other assistance as Parent, Purchaser or their agents may reasonably require in 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 and, to the extent known, beneficial holders of Sharesshall be made available to the Merger Sub. Subject to the requirements of applicable Law, laws and except for such actions steps as are necessary to disseminate the Offer DocumentsDocuments and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, the Parent and Purchaser shall the Merger Sub shall, until consummation of the Offer, hold in confidence the information contained in any of such labels and documents provided to them under this Section 1.2(b)lists, shall use such information only in connection with the Offer Offer, the Merger and the Merger other transactions contemplated by this Agreement and, if this Agreement shall be terminatedterminated in accordance with Section 9.1 of this Agreement, shall, upon request, promptly deliver to the Company all copies of such information 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 (Headhunter Net Inc)

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