Common use of Registration Statements; Proxy Statement; Schedule TO Clause in Contracts

Registration Statements; Proxy Statement; Schedule TO. (a) As promptly as reasonably practicable following the date hereof, to the extent such filings are required by applicable Law in connection with the transactions contemplated by this Agreement, (i) TDCC, Spinco, Parent and Merger Sub shall jointly prepare, and Parent shall file with the SEC, a proxy statement relating to the Parent Stockholder Approval (the “Proxy Statement”) and a registration statement on Form S-4 to register under the Securities Act the Parent Share Issuance (the “Parent Registration Statement”); (ii) TDCC, Spinco, Parent and Merger Sub shall jointly prepare, and Spinco shall file with the SEC, a registration statement on Form S-1 (if the Distribution is effected in whole as a pro rata dividend) or on Form S-4 (if the Distribution is effected in whole or in part as an exchange offer) to register under the Securities Act the Spinco Common Stock to be distributed in the Distribution (the “Spinco Registration Statement” and, together with the Parent Registration Statement, the “Registration Statements”); and (iii) if the Distribution is effected in whole or in part as an exchange offer, TDCC shall prepare and file with the SEC, when and as required, a Schedule TO and other filings pursuant to Rule 13e-4 under the Exchange Act (collectively, the “Schedule TO”). Each of TDCC, Spinco, Parent and Merger Sub shall use its reasonable best efforts to have the Registration Statements declared effective under the Securities Act as promptly as practicable after such filing, and Parent shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Parent Common Stock as promptly as practicable following the date on which the SEC clears (whether orally or in writing) the Proxy Statement and, if required by the SEC as a condition to the mailing of the Proxy Statement, the Parent Registration Statement is declared effective. Each of Parent and TDCC shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities Laws in connection with, in the case of Parent, the Parent Share Issuance and, in the case of TDCC, the issuance of the Spinco Common Stock in the Distribution and, if applicable, the exchange of Spinco Common Stock pursuant to an exchange offer. The parties hereto shall cooperate in preparing and filing with the SEC the Proxy Statement, the Registration Statements, the Schedule TO and any necessary amendments or supplements thereto. Parent and Merger Sub shall furnish all information concerning Parent and the Parent Entities, and TDCC and Spinco shall furnish all information concerning TDCC, the Business, the Transferred Subsidiaries and the JV Entity, as may be reasonably requested by the other parties hereto in connection with the preparation, filing and distribution of the Proxy Statement, the Registration Statements, the Schedule TO and any necessary amendments or supplements thereto. None of the Proxy Statement, the Registration Statements, the Schedule TO nor any amendment or supplement thereto shall be filed or mailed to stockholders without the written consent of all of the parties hereto (such consent not to be unreasonably withheld, delayed or conditioned).

Registration Statements; Proxy Statement; Schedule TO. (a) As promptly as reasonably practicable following the date hereofhereof (and in the case of the filing of the Parent Registration Statement, the parties hereto shall use commercially reasonable efforts to achieve the same by no later than September 15, 2016), to the extent such filings are required by applicable Law in connection with the transactions contemplated by this Agreement, (i) TDCCCitrix, SpincoSpinCo, Parent and Merger Sub shall jointly prepare, and Parent shall file with the SEC, a proxy statement relating to the Parent Stockholder Approval (the “Proxy Statement”) and a registration statement on Form S-4 to register under the Securities Act the Parent Share Issuance (the “Parent Registration Statement”), provided that, in the event that the Distribution is accomplished by a One-Step Spin-Off, the Parent Registration Statement may include a proxy statement/prospectus; (ii) TDCCCitrix, SpincoSpinCo, Parent and Merger Sub shall jointly prepare, and Spinco SpinCo shall file with the SEC, a registration statement on Form S-1 (if the Distribution is effected in whole as a pro rata dividend) or on Form S-4 (if the Distribution is effected in whole or in part as an exchange offer) to register under the Securities Act or the Spinco Exchange Act, as applicable, the SpinCo Common Stock to be distributed in the Distribution (the “Spinco SpinCo Registration Statement” and, together with the Parent Registration Statement, the “Registration Statements”); and (iii) if the Distribution is effected in whole or in part as an exchange offer, TDCC Citrix shall prepare and file with the SEC, when and as required, a Schedule TO and other filings pursuant to Rule 13e-4 under the Exchange Act (collectively, the “Schedule TO”). Each of TDCCCitrix, SpincoSpinCo, Parent and Merger Sub shall use its reasonable best efforts to have the Registration Statements filed with the SEC declared effective under the Securities Act or become effective under the Exchange Act, as applicable, as promptly as practicable after such filing, and Parent shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Parent Common Stock as promptly as practicable following the date on which (i) the Parent Registration Statement is declared effective by the SEC; or (ii) in the event that the Distribution is accomplished by an Exchange Offer, the date on which Parent files with the SEC clears a definitive proxy statement, following confirmation from the staff of the SEC (whether orally or in writing) that the comment process with respect to the Proxy Statement Statement, if any, has concluded, and, if required by the SEC as a condition to the mailing of the Proxy Statement, the date on which the Parent Registration Statement is declared effective. Each of Parent and TDCC Citrix shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities Laws in connection with, in the case of Parent, the Parent Share Issuance and, in the case of TDCCCitrix, the issuance of the Spinco SpinCo Common Stock in the Distribution and, if applicable, the exchange of Spinco SpinCo Common Stock pursuant to an exchange offer. The parties hereto shall cooperate in preparing and filing with the SEC the Proxy Statement, the Registration Statements, the Schedule TO and any necessary amendments or supplements thereto. Parent and Merger Sub shall furnish all information concerning Parent and the Parent Entities, and TDCC Citrix and Spinco SpinCo shall furnish all information concerning TDCCCitrix, the Business, SpinCo Business and the Transferred Subsidiaries and the JV EntitySubsidiaries, as may be reasonably requested by the other parties hereto in connection with the preparation, filing and distribution of the Proxy Statement, the Registration Statements, the Schedule TO and any necessary amendments or supplements thereto. None of the Proxy Statement, the Registration Statements, the Schedule TO nor any amendment or supplement thereto shall be filed or mailed to stockholders without the written consent of all of the parties hereto (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed).

Registration Statements; Proxy Statement; Schedule TO. (a) As promptly as reasonably practicable following receipt by Parent of the date hereofInitial Audited Financial Statements and the Initial Interim Financial Statements contemplated by Section 6.05, to the extent such filings are required by applicable Applicable Law in connection with the transactions contemplated by this Agreement, (i) TDCCthe Company, SpincoSpinCo, Parent and Merger Sub shall jointly prepare, and Parent shall file with the SEC, a proxy statement relating to the Parent Stockholder Approval (together with all supplements and amendments thereto, the “Proxy Statement”) and a registration statement on Form S-4 to register under the Securities 1933 Act the Parent Share Issuance (together with all supplements, amendments, prospectuses and/or information statements, the “Parent Registration Statement”); , (ii) TDCCthe Company, SpincoSpinCo, Parent and Merger Sub shall jointly prepare, and Spinco SpinCo shall file with the SEC, a registration statement on Form S-1 (if the Distribution is effected in whole such Form(s) as a pro rata dividend) or on Form S-4 (if the Distribution is effected in whole or in part as an exchange offer) shall be required under applicable SEC rules and regulations to register under the Securities 1933 Act or the Spinco 1934 Act, as applicable, the SpinCo Common Stock to be distributed in the Distribution (together with all supplements, amendments, prospectuses and/or information statements, the “Spinco SpinCo Registration Statement” and, together with the Parent Registration Statement, the “Registration Statements”); , and (iii) if the Distribution is effected in whole or in part as an exchange offer, TDCC the Company shall prepare and file with the SEC, when and as required, a Schedule TO and other filings pursuant to Rule 13e-4 under the Exchange 1934 Act (collectively, the “Schedule TO”). Each of TDCCthe Company, SpincoSpinCo, Parent and Merger Sub shall use its reasonable best efforts to have the Registration Statements filed with the SEC declared effective under the Securities 1933 Act or become effective under the 1934 Act, as applicable, as promptly as practicable after such filing, and Parent shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Parent Common Stock as promptly as practicable following the date on which the SEC clears (whether orally or in writing) the Proxy Statement and, if required by the SEC as a condition to the mailing of the Proxy Statement, the Parent Registration Statement is declared effective. Each of Parent and TDCC SpinCo and the Company shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities Laws laws in connection with, in the case of Parent, the Parent Share Issuance and, in the case of TDCCthe Company, the issuance and distribution of the Spinco SpinCo Common Stock in the Distribution and, if applicable, the exchange of Spinco SpinCo Common Stock pursuant to an exchange offerthe Exchange Offer. The parties hereto shall cooperate in preparing and filing with the SEC the Proxy Statement, the Registration Statements, the Schedule TO and any necessary amendments or supplements thereto. Parent and Merger Sub shall furnish all information concerning Parent and the Parent Entitiesits Subsidiaries, and TDCC the Company and Spinco SpinCo shall furnish all information concerning TDCCthe Company, SpinCo, the Business, Tiger Business and the Transferred Subsidiaries and the JV EntitySubsidiaries, as may be reasonably requested by the other parties hereto in connection with the preparation, filing and distribution of the Proxy Statement, the Registration Statements, the Schedule TO and any necessary 50 TABLE OF CONTENTS amendments or supplements thereto. None of the Proxy Statement, the Registration Statements, the Schedule TO nor or any amendment or supplement thereto shall be filed or mailed to stockholders without the written consent of all of the parties hereto (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed), except as required by Applicable Law or in connection with an Adverse Recommendation Change in accordance with Section 7.04; provided that neither Parent nor Merger Sub shall have any right to consent to the filing of the Schedule TO or any amendment or supplement thereto to the extent the terms thereof are consistent with Article 3 of the Separation Agreement.

Registration Statements; Proxy Statement; Schedule TO. (a) As promptly as reasonably practicable following receipt by Parent of the date hereofInitial Audited Financial Statements and the Initial Interim Financial Statements contemplated by Section 6.05, to the extent such filings are required by applicable Applicable Law in connection with the transactions contemplated by this Agreement, (i) TDCCthe Company, SpincoSpinCo, Parent and Merger Sub shall jointly prepare, and Parent shall file with the SEC, a proxy statement relating to the Parent Stockholder Approval (together with all supplements and amendments thereto, the “Proxy Statement”) and a registration statement on Form S-4 to register under the Securities 1933 Act the Parent Share Issuance (together with all supplements, amendments, prospectuses and/or information statements, the “Parent Registration Statement”); , (ii) TDCCthe Company, SpincoSpinCo, Parent and Merger Sub shall jointly prepare, and Spinco SpinCo shall file with the SEC, a registration statement on Form S-1 (if the Distribution is effected in whole such Form(s) as a pro rata dividend) or on Form S-4 (if the Distribution is effected in whole or in part as an exchange offer) shall be required under applicable SEC rules and regulations to register under the Securities 1933 Act or the Spinco 1934 Act, as applicable, the SpinCo Common Stock to be distributed in the Distribution (together with all supplements, amendments, prospectuses and/or information statements, the “Spinco SpinCo Registration Statement” and, together with the Parent Registration Statement, the “Registration Statements”); , and (iii) if the Distribution is effected in whole or in part as an exchange offer, TDCC the Company shall prepare and file with the SEC, when and as required, a Schedule TO and other filings pursuant to Rule 13e-4 under the Exchange 1934 Act (collectively, the “Schedule TO”). Each of TDCCthe Company, SpincoSpinCo, Parent and Merger Sub shall use its reasonable best efforts to have the Registration Statements filed with the SEC declared effective under the Securities 1933 Act or become effective under the 1934 Act, as applicable, as promptly as practicable after such filing, and Parent shall use its reasonable best efforts to cause the Proxy Statement to be mailed to the holders of Parent Common Stock as promptly as practicable following the date on which the SEC clears (whether orally or in writing) the Proxy Statement and, if required by the SEC as a condition to the mailing of the Proxy Statement, the Parent Registration Statement is declared effective. Each of Parent and TDCC SpinCo and the Company shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities Laws laws in connection with, in the case of Parent, the Parent Share Issuance and, in the case of TDCCthe Company, the issuance and distribution of the Spinco SpinCo Common Stock in the Distribution and, if applicable, the exchange of Spinco SpinCo Common Stock pursuant to an exchange offerthe Exchange Offer. The parties hereto shall cooperate in preparing and filing with the SEC the Proxy Statement, the Registration Statements, the Schedule TO and any necessary amendments or supplements thereto. Parent and Merger Sub shall furnish all information concerning Parent and the Parent Entitiesits Subsidiaries, and TDCC the Company and Spinco SpinCo shall furnish all information concerning TDCCthe Company, SpinCo, the Business, Tiger Business and the Transferred Subsidiaries and the JV EntitySubsidiaries, as may be reasonably requested by the other parties hereto in connection with the preparation, filing and distribution of the Proxy Statement, the Registration Statements, the Schedule TO and any necessary amendments or supplements thereto. None of the Proxy Statement, the Registration Statements, the Schedule TO nor or any amendment or supplement thereto shall be filed or mailed to stockholders without the written consent of all of the parties hereto (such consent not to be unreasonably withheld, delayed conditioned or conditioneddelayed), except as required by Applicable Law or in connection with an Adverse Recommendation Change in accordance with Section 7.04; provided that neither Parent nor Merger Sub shall have any right to consent to the filing of the Schedule TO or any amendment or supplement thereto to the extent the terms thereof are consistent with Article 3 of the Separation Agreement.