Common use of Viasoft Actions Clause in Contracts

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 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 were made, not misleading, except that no representation is made by Viasoft with respect to information supplied by Compuware or Merger Sub specifically for inclusion in the Schedule 14D-9. Each of Viasoft, Compuware and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information will have become false or misleading in any material respect, and Viasoft further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to Viasoft's shareholders, in each case as and to the extent required by applicable federal securities laws. Compuware and its counsel will be given a reasonable opportunity to review the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to shareholders of Viasoft. Viasoft agrees to provide Compuware and its counsel any comments Viasoft or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments including a copy of such comments that are made in writing. (c) In connection with the Offer, Viasoft will cause its transfer agent promptly to furnish Merger Sub with mailing labels containing the names and addresses of the record holders of Viasoft Common Stock as of a record date and of those persons becoming record holders subsequent to such date, together with copies of all lists of shareholders, security position listings and, to the extent reasonably requested, computer files and other information in Viasoft's possession or control regarding the beneficial owners of Viasoft Common Stock, and will furnish to Merger Sub such information and assistance (including updated lists of shareholders, security position listings and computer files) as Compuware may reasonably request in communicating the Offer to Viasoft's shareholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Compuware and Merger Sub and their agents will hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement is terminated, will, upon request, deliver, and will use their best efforts to cause their agents to deliver, to Viasoft all copies of such information then in their possession or control.

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 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 CompuwareAlle▇ ▇▇▇tems. 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 sentencesentence together with the summary and other information concerning such opinion as is required by Item 1015 of Regulation M-A promulgated under the Exchange Act ("Reg. M-A"). Viasoft has been advised by each of its directors and a majority of the its 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 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 were made, not misleading, except that no representation is made by Viasoft with respect to information supplied by Compuware or Merger Sub specifically for inclusion in the Schedule 14D-9. Each of Viasoft, Compuware and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information will have become false or misleading in any material respect, and Viasoft further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to Viasoft's shareholders, in each case as and to the extent required by applicable federal securities laws. Compuware and its counsel will be given a reasonable opportunity to review the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to shareholders of Viasoft. Viasoft agrees to provide Compuware and its counsel any comments Viasoft or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments including a copy of such comments that are made in writing. (c) In connection with the Offer, Viasoft will cause its transfer agent promptly to furnish Merger ASG Sub with mailing labels containing the names and addresses of the record holders of Viasoft Common Stock as of a record the most recent available date and of those persons becoming record holders subsequent to such date, together with copies of all lists of shareholders, security position listings and, to the extent reasonably requested, computer files and other information in Viasoft's possession or control regarding the beneficial owners of Viasoft Common Stock, and will furnish to Merger ASG Sub such information and assistance (including updated lists of shareholders, security position listings and computer files) as Compuware Alle▇ ▇▇▇tems may reasonably request in communicating the Offer to Viasoft's shareholders. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Compuware Alle▇ ▇▇▇tems and Merger ASG Sub and their agents will hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger pursuant to this Agreement and, if this Agreement is terminated, will, upon request, deliver, and will use their best reasonable efforts to cause their agents to deliver, to Viasoft all copies of such information then in their possession or control.