Common use of Alternative Proposal Clause in Contracts

Alternative Proposal. If this Agreement is validly terminated pursuant to Section 9.1.4.1, then (i) Razorfish shall pay to the Parent the Expense Reimbursement, and, if (ii)(A) prior to such termination there exists an Alternative Proposal (whether or not such offer or proposal has been rejected or has been withdrawn prior to the time of such termination), and (B) within six (6) months of such termination, Razorfish or any of its Subsidiaries accepts a written offer for, or otherwise enters into an agreement to consummate or consummates, that Alternative Proposal, then upon the signing of a definitive agreement relating to such Alternative Proposal, or, if no such agreement is signed, then upon consummation of any such Alternative Proposal, Razorfish shall pay to the Parent the Termination Fee. 42 of 57 CUSIP No. 755236 20 5 -----------

Alternative Proposal. If this Agreement is validly terminated pursuant to Section 9.1.4.1, then (i) Razorfish shall pay to the Parent the Expense Reimbursement, and, if (ii)(A) prior to such termination there exists an Alternative Proposal (whether or not such offer or proposal has been rejected or has been withdrawn prior to the time of such termination), and (B) within six (6) months of such termination, Razorfish or any of its Subsidiaries accepts a written offer for, or otherwise enters into an agreement to consummate or consummates, that Alternative Proposal, then upon the signing of a definitive agreement relating to such Alternative Proposal, or, if no such agreement is signed, then upon consummation of any such Alternative Proposal, Razorfish shall pay to the Parent the Termination Fee. 42 of 57 CUSIP No. 755236 20 5 -----------.