Common use of Schedule TO Clause in Contracts

Schedule TO. On the date of the commencement of the Offer (the “Offer Commencement Date”) Parent and Merger Sub shall: (i) file with the SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act, a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with respect to the Offer, which will contain or incorporate by reference: (A) Merger Sub’s offer to purchase Shares pursuant to the Offer (the “Offer to Purchase”); and (B) forms of the related letter of transmittal, summary advertisement and other ancillary Offer documents; and (ii) cause the Offer to Purchase and related documents to be disseminated to the holders of Shares as and to the extent required by the United States securities Laws and the rules and regulations of the SEC promulgated thereunder. Parent and Merger Sub shall cause the Schedule TO (including the Offer to Purchase and forms of the letter of transmittal, summary advertisement and other ancillary Offer documents) (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with all amendments and supplements thereto, collectively, the “Offer Documents”) to comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable and the rules and regulations thereunder and, as of the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (it being understood that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents). Unless a Company Board Recommendation Change has occurred, Parent and Merger Sub shall be entitled to include the Company Board Recommendation in the Offer Documents.

Schedule TO. On the date of the commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act) (the “Offer Commencement Date”) Parent and Merger Sub shallSub: (i) file filed with the SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act, a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with respect to the Offer, which will contain contained or incorporate incorporated by reference: (A) Merger Sub’s offer to purchase Shares pursuant to the Offer (the “Offer to Purchase”); and (B) forms of the related letter of transmittal, summary advertisement and other required ancillary Offer documents; and (ii) cause caused the Offer to Purchase and related documents to be disseminated to the holders of Shares as and to the extent required by the United States applicable U.S. federal securities Laws and the rules and regulations of the SEC promulgated thereunderLaw. Parent and Merger Sub shall will cause the Schedule TO (including the Offer to Purchase and forms of the letter of transmittal, summary advertisement and other ancillary Offer documents) (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with all amendments and supplements thereto, collectively, the “Offer Documents”) to comply in all material respects with the applicable requirements of the Exchange Act U.S. federal securities Law and the Securities Act, as applicable and the rules and regulations thereunder and, as of the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (it being understood that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents). Unless a Company Board Recommendation Change has occurredPromptly following the execution of this Amended and Restated Agreement, Parent and Merger Sub shall be entitled will file an amendment to include the Company Board Recommendation in Tender Offer Statement on Schedule TO with the SEC and cause such amendment and the Offer DocumentsDocuments to be disseminated to the holders of Shares as and to the extent required by applicable U.S. federal securities Law.

Schedule TO. On the date of the commencement of the Redemption Offer (the “Offer Commencement Date”) Parent and Merger Sub Purchaser shall: (i) file with the SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act, a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with respect to the Redemption Offer, which will contain or incorporate by reference: (A) Merger SubPurchaser’s offer to purchase Shares all outstanding shares of Class A Common Stock pursuant to the Redemption Offer (the “Offer to Purchase”); and (B) forms of the related letter of transmittal, summary advertisement and other ancillary Offer documents; and (ii) cause the Offer to Purchase and related documents to be disseminated to the holders of Shares Class A Common Stock as and to the extent required by the United States securities Laws and the rules and regulations of the SEC promulgated thereunderExchange Act. Parent and Merger Sub Purchaser shall cause the Schedule TO (including the Offer to Purchase and forms of the letter of transmittal, summary advertisement long-form publication and other ancillary Offer documents) (such Schedule TO and the documents included therein pursuant to which the Redemption Offer will be made, together with all amendments and supplements thereto, collectively, the “Offer Documents”) to comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable and the rules and regulations thereunder and, as of the date first filed with the SEC and on the date first published, sent or given to the holders of SharesClass A Common Stock, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (it being understood that no covenant is made by Parent or Merger Sub Purchaser with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents). Unless a Company Board Recommendation Change has occurred, Parent and Merger Sub shall be entitled to include the Company Board Recommendation in the Offer Documents.

Schedule TO. On the date of the commencement of the Offer (Offer, the “Offer Commencement Date”) Parent and Merger Sub shall: (i) the Purchaser will file with the SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act, SEC a Tender Offer Statement on Schedule TO (together with all amendments, supplements supplements, and exhibits thereto, the “"Schedule TO”") with respect to the Offer, which will contain or incorporate by reference: (A) Merger Sub’s offer to purchase Shares pursuant to the Offer (the “Offer to Purchase”); and (B) forms of the related letter of transmittal, summary advertisement and other ancillary Offer documents; and (ii) cause the Offer to Purchase and related documents to be disseminated to the holders of Shares as and to the extent required by the United States securities Laws and the rules and regulations of the SEC promulgated thereunder. Parent and Merger Sub shall cause the The Schedule TO (including will include the summary term sheet required thereby, and as exhibits thereto, the Offer to Purchase and forms of the letter of transmittal, summary advertisement and all other ancillary Offer documents) offer documents (such the Schedule TO and the other documents included therein pursuant to which the Offer will be is made, together with all any supplements, amendments and supplements or exhibits thereto, collectivelyare referred to as the "Offer Documents"). The Parent and the Purchaser will take all steps necessary to cause the Offer Documents to be disseminated to holders of Razorfish Shares to the extent required by applicable federal securities laws. Razorfish, the “Offer Documents”) to comply in all material respects with the applicable requirements of the Exchange Act Parent and the Securities Act, as applicable Purchaser each agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes false or misleading in any Material respect. The Parent and the rules and regulations thereunder and, Purchaser agree to take all steps necessary to cause the Offer Documents as of the date first so corrected to be filed with the SEC and to be disseminated to holders of Razorfish Shares, in each case as and to the extent required by applicable federal securities Law. Razorfish and its counsel will be given a reasonable opportunity to review and comment on the date first published, sent Offer Documents prior to their being filed with the SEC or given disseminated to the holders of Razorfish Shares. The Parent and the Purchaser also agree to provide Razorfish and its counsel in writing with any comments the Parent, not to contain any untrue statement of a material fact the Purchaser or omit to state any material fact required to be stated therein their counsel may receive from the SEC or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (it being understood that no covenant is made by Parent or Merger Sub its staff with respect to information supplied by or the Offer Documents promptly after the receipt of such comments, and will consult with and provide Razorfish and its counsel a reasonable opportunity to review and comment on behalf the response of the Company for inclusion or incorporation by reference in the Offer Documents). Unless a Company Board Recommendation Change has occurred, Parent and Merger Sub shall be entitled the Purchaser to include the Company Board Recommendation in the Offer Documentssuch comments prior to responding.

Schedule TO. On As promptly as practicable on the date of the commencement of the Offer (the “Offer Commencement Date”) , Parent and Merger Sub shall: shall (i) file with the SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act, SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) with respect to the Offer, which that will contain or incorporate by reference: (A) Merger Sub’s reference an offer to purchase Shares pursuant to the Offer (the “Offer to Purchase”); and (B) forms form of the related letter of transmittal, summary advertisement and other ancillary Offer documents; transmittal and (ii) cause the Offer Schedule TO, the offer to Purchase purchase, form of letter of transmittal, and other related documents to be disseminated to the holders of Shares as and shares of Company Common Stock to the extent required by the United States securities Laws and the rules and regulations of the SEC promulgated thereunderExchange Act. Parent and Merger Xxxxxx Sub agree that they shall cause the Schedule TO (including the Offer to Purchase and forms of the letter of transmittalTO, summary advertisement and other ancillary Offer documents) (such Schedule TO and the together with all documents included therein pursuant to which the Offer will be made, together made (collectively and with all any supplements or amendments and supplements thereto, collectively, the “Offer Documents”) filed by either Parent or Merger Sub with the SEC to comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as other applicable Law and the rules and regulations thereunder and, as of the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any omission of a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading (it being understood that no covenant is made by Parent or misleading. Each of Parent, Merger Sub with respect to information supplied by or on behalf of Sub, and the Company agrees to promptly correct any information provided by it for inclusion or incorporation by reference use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent further agrees to use reasonable best efforts to promptly cause the Offer Documents, as so corrected, to be filed with the SEC and to promptly be disseminated to holders of shares of Company Common Stock as and to the extent required by applicable Law to the extent required by the Exchange Act. The Company shall promptly furnish or otherwise make available to Parent, Merger Sub, or Parent’s legal counsel any information concerning the Acquired Companies and the Company’s stockholders that is required in connection with any action contemplated by this Section 2.2(a). Unless a The Company Board Recommendation Change has occurredand its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC, and Parent and Merger Sub shall be entitled give reasonable and good faith consideration to include any such comments made by the Company Board Recommendation or its counsel. Parent and Merger Sub shall (A) provide the Company and its counsel with a copy of any written comments (and a summary of any oral comments) that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments, (B) give the Company and its counsel a reasonable opportunity (to the extent practicable) to review and comment on any response to such comments provided to the SEC or its staff and participate in the formulation of any response to such comments of the SEC or its staff, including the opportunity to participate in any discussions with the SEC or its staff concerning such comments, and (C) give reasonable and good faith consideration to any such comments made in respect of any such proposed responses. Each of Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer DocumentsDocuments or the Offer.

Schedule TO. On the date of the commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act) (the “Offer Commencement Date”) Parent and Merger Sub shallwill: (i) file with the SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act, a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with respect to the Offer, which will contain or incorporate by reference: (A) Merger Sub’s offer to purchase Shares pursuant to the Offer (the “Offer to Purchase”); and (B) forms of the related letter of transmittal, summary advertisement and other required ancillary Offer documents; and (ii) cause the Offer to Purchase and related documents to be disseminated to the holders of Shares as and to the extent required by the United States applicable U.S. federal securities Laws and the rules and regulations of the SEC promulgated thereunderLaw. Parent and Merger Sub shall will cause the Schedule TO (including the Offer to Purchase and forms of the letter of transmittal, summary advertisement and other ancillary Offer documents) (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with all amendments and supplements thereto, collectively, the “Offer Documents”) to comply in all material respects with the applicable requirements of the Exchange Act U.S. federal securities Law and the Securities Act, as applicable and the rules and regulations thereunder and, as of the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (it being understood that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents). Unless a Company Board Recommendation Change has occurred, Parent and Merger Sub shall be entitled to include the Company Board Recommendation in the Offer Documents.

Schedule TO. On As promptly as practicable on the date of the commencement of the Offer (the “Offer Commencement Date”) , Parent and Merger Sub shall: shall (i) file with the SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act, SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) with respect to the Offer, which that will contain or incorporate by reference: (A) Merger Sub’s reference an offer to purchase Shares pursuant to the Offer (the “Offer to Purchase”); and (B) forms form of the related letter of transmittal, summary advertisement and other ancillary Offer documents; transmittal and (ii) cause the Offer Schedule TO, the offer to Purchase purchase, form of letter of transmittal, and other related documents to be disseminated to the holders of Shares as and shares of Company Common Stock to the extent required by the United States securities Laws and the rules and regulations of the SEC promulgated thereunderExchange Act. Parent and Merger Mxxxxx Sub agree that they shall cause the Schedule TO (including the Offer to Purchase and forms of the letter of transmittalTO, summary advertisement and other ancillary Offer documents) (such Schedule TO and the together with all documents included therein pursuant to which the Offer will be made, together made (collectively and with all any supplements or amendments and supplements thereto, collectively, the “Offer Documents”) filed by either Parent or Merger Sub with the SEC to comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as other applicable Law and the rules and regulations thereunder and, as of the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any omission of a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading (it being understood that no covenant is made by Parent or misleading. Each of Parent, Merger Sub with respect to information supplied by or on behalf of Sub, and the Company agrees to promptly correct any information provided by it for inclusion or incorporation by reference use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent further agrees to use reasonable best efforts to promptly cause the Offer Documents, as so corrected, to be filed with the SEC and to promptly be disseminated to holders of shares of Company Common Stock as and to the extent required by applicable Law to the extent required by the Exchange Act. The Company shall promptly furnish or otherwise make available to Parent, Merger Sub, or Parent’s legal counsel any information concerning the Acquired Companies and the Company’s stockholders that is required in connection with any action contemplated by this Section 2.2(a). Unless a The Company Board Recommendation Change has occurredand its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC, and Parent and Merger Sub shall be entitled give reasonable and good faith consideration to include any such comments made by the Company Board Recommendation or its counsel. Parent and Merger Sub shall (A) provide the Company and its counsel with a copy of any written comments (and a summary of any oral comments) that Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments, (B) give the Company and its counsel a reasonable opportunity (to the extent practicable) to review and comment on any response to such comments provided to the SEC or its staff and participate in the formulation of any response to such comments of the SEC or its staff, including the opportunity to participate in any discussions with the SEC or its staff concerning such comments, and (C) give reasonable and good faith consideration to any such comments made in respect of any such proposed responses. Each of Parent and Merger Sub shall respond promptly to any comments of the SEC or its staff with respect to the Offer DocumentsDocuments or the Offer.

Schedule TO. On the date of the commencement of the Offer (Offer, the “Offer Commencement Date”) Parent and Merger Sub shall: (i) the Purchaser will file with the SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act, SEC a Tender Offer Statement on Schedule TO (together with all amendments, supplements supplements, and exhibits thereto, the “"Schedule TO”") with respect to the Offer, which will contain or incorporate by reference: (A) Merger Sub’s offer to purchase Shares pursuant to the Offer (the “Offer to Purchase”); and (B) forms of the related letter of transmittal, summary advertisement and other ancillary Offer documents; and (ii) cause the Offer to Purchase and related documents to be disseminated to the holders of Shares as and to the extent required by the United States securities Laws and the rules and regulations of the SEC promulgated thereunder. Parent and Merger Sub shall cause the The Schedule TO (including will include the summary term sheet required thereby, and as exhibits thereto, the Offer to Purchase and forms of the letter of transmittal, summary advertisement and all other ancillary Offer documents) offer documents (such the Schedule TO and the other documents included therein pursuant to which the Offer will be is made, together with all any supplements, amendments and supplements or exhibits thereto, collectivelyare referred to as the "Offer Documents"). The Parent and the Purchaser will take all steps necessary to cause the Offer Documents to be disseminated to holders of Razorfish Shares to the extent required by applicable federal securities laws. Razorfish, the “Offer Documents”) to comply in all material respects with the applicable requirements of the Exchange Act Parent and the Securities Act, as applicable Purchaser each agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information becomes false or misleading in any Material respect. The Parent and the rules and regulations thereunder and, Purchaser agree to take all steps necessary to cause the Offer Documents as of the date first so corrected to be filed with the SEC and to be disseminated to holders of Razorfish Shares, in each case as and to the extent required by applicable federal securities Law. Razorfish and its counsel will be given a reasonable opportunity to review and comment on the date first published, sent Offer Documents prior to their being filed with the SXX 00 xx 00 XXXXX Xx. 000000 20 5 ----------- or given disseminated to the holders of Razorfish Shares. The Parent and the Purchaser also agree to provide Razorfish and its counsel in writing with any comments the Parent, not to contain any untrue statement of a material fact the Purchaser or omit to state any material fact required to be stated therein their counsel may receive from the SEC or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (it being understood that no covenant is made by Parent or Merger Sub its staff with respect to information supplied by or the Offer Documents promptly after the receipt of such comments, and will consult with and provide Razorfish and its counsel a reasonable opportunity to review and comment on behalf the response of the Company for inclusion or incorporation by reference in the Offer Documents). Unless a Company Board Recommendation Change has occurred, Parent and Merger Sub shall be entitled the Purchaser to include the Company Board Recommendation in the Offer Documentssuch comments prior to responding.

Schedule TO. On If Wayfarer commences the Offer, Wayfarer shall, as promptly as practicable on the date of the commencement of the Offer (the “Offer Commencement Date”) Parent and Merger Sub shall: (i) Offer, file with the SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act, SEC a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “"Schedule TO”") with respect to the Offer, which will . The Schedule TO shall contain or incorporate by reference: (A) Merger Sub’s reference an offer to purchase Shares pursuant to the Offer (the “Offer to Purchase”); and (B) forms of the related letter of transmittal, summary advertisement transmittal and all other ancillary Offer documents; documents (collectively, together with all amendments, supplements and (ii) exhibits thereto, the "Offer Documents"). Wayfarer shall cause the Offer to Purchase and related documents Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. Wayfarer, on the United States securities Laws one hand, and FCCC, on the rules and regulations of the SEC promulgated thereunder. Parent and Merger Sub other hand, shall cause the Schedule TO (including promptly correct any information provided by it for use in the Offer to Purchase Documents if and forms of the letter of transmittal, summary advertisement and other ancillary Offer documents) (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with all amendments and supplements thereto, collectively, the “Offer Documents”) to comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable and the rules and regulations thereunder and, as of the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain extent that it shall be or shall have become false or misleading in any untrue statement of a material fact respect or omit shall fail to state any a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading, and Wayfarer shall cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of the Shares, in light each case, as and to the extent required by applicable federal securities laws. FCCC and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule TO before it is filed with the SEC and disseminated to holders of Shares. Wayfarer agrees to provide FCCC and its counsel with copies of any comments, whether written or oral, that Wayfarer or its counsel may receive from time to time from the circumstances under which they are made, not misleading (it being understood that no covenant is made by Parent SEC or Merger Sub its staff with respect to information supplied by the Offer Documents promptly after the receipt of such comments, to consult with FCCC and its counsel prior to responding to any such comments and to provide FCCC with copies of all such responses, whether written or on behalf oral. The costs and expenses associated with the preparation, filing and mailing of the Company for inclusion or incorporation by reference in the Offer Documents). Unless a Company Board Recommendation Change has occurred, Parent and Merger Sub Schedule TO shall be entitled to include the Company Board Recommendation in the Offer Documentsborne by Wayfarer.

Schedule TO. On the date of the commencement of the Offer (the “Offer Commencement Date”) Parent and Merger Sub shallwill: (i) file with the SEC, in accordance with Rule 14d-3 promulgated under the Exchange Act, a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with respect to the Offer, which will contain or incorporate by reference: (A) Merger Sub’s offer to purchase Shares pursuant to the Offer (the “Offer to Purchase”); and (B) forms of the related letter of transmittal, summary advertisement and other ancillary Offer documents; and (ii) cause the Offer to Purchase and related documents to be disseminated to the holders of Shares as and to the extent required by the United States securities Laws laws and the rules and regulations of the SEC promulgated thereunder. Parent and Merger Sub shall will cause the Schedule TO (including the Offer to Purchase and forms of the letter of transmittal, summary advertisement and other ancillary Offer documents) (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with all amendments and supplements thereto, collectively, the “Offer Documents”) to comply in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as applicable Act and the rules and regulations thereunder and, as of the date first filed with the SEC and on the date first published, sent or given to the holders of Shares, not to contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading (it being understood that no covenant is made by Parent or Merger Sub with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents). Unless a Company Board Recommendation Change has occurred, Parent and Merger Sub shall will be entitled to include the Company Board Recommendation in the Offer Documents.