Viasoft Actions Clause Samples
The "Viasoft Actions" clause defines the specific rights and responsibilities of Viasoft in relation to the agreement. Typically, this clause outlines the actions Viasoft is permitted or required to take, such as providing services, delivering products, or responding to certain events under the contract. For example, it may specify how Viasoft will address service interruptions, implement updates, or handle customer support requests. The core function of this clause is to clearly delineate Viasoft's obligations and permitted activities, thereby ensuring both parties understand what to expect and reducing the risk of disputes over performance.
Viasoft Actions. (a) Viasoft hereby approves of and consents to the Offer and represents that the Board of Directors of Viasoft, at a meeting duly called and held, duly and unanimously adopted resolutions approving this Agreement, the Offer and the Merger, determining that the terms of the Offer and the Merger are fair to, and in the best interests of, Viasoft's shareholders and recommending that Viasoft's shareholders accept the Offer and tender their shares pursuant to the Offer and approve and adopt this Agreement and approve the Merger. Viasoft represents that its Board of Directors has received the opinion of Broadview International LLC that the proposed consideration to be received by the holders of Shares pursuant to the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion has been delivered by Viasoft to Compuware. Viasoft hereby consents to the inclusion in the Offer Documents of the recommendation of Viasoft's Board of Directors described in the first sentence of this Section 1.2(a) and has obtained the consent of Broadview International LLC to the inclusion in the Schedule 14D-9 of a copy of the written opinion referred to in the preceding sentence. Viasoft has been advised by each of its directors and a majority of the executive officers that each such person intends to tender all Shares (other than Shares, if any, held by such person which if tendered, could cause such person to incur liability under the provisions of Section 16(b) of the Exchange Act) held by such person pursuant to the Offer.
(b) On the date the Offer Documents are filed with the SEC, Viasoft will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (such Schedule 14D-9, as amended from time to time, together with all exhibits, amendments and supplements thereto as well as the Information Statement required pursuant to Section 14(f) under the Exchange Act, collectively the "Schedule 14D-9") containing the recommendation described in paragraph (a) and will mail the Schedule 14D-9 to the shareholders of Viasoft. Viasoft agrees that the Schedule 14D-9 will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder, and, on the date filed with the SEC and on the date first published, sent or given to Viasoft's shareholders, will not contain any untrue statement of a material fact or omit to s...