SHAREHOLDER RIGHTS PLAN AGREEMENTShareholder Rights Plan Agreement • September 4th, 2019 • Open Text Corp • Services-computer integrated systems design • Ontario
THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT made as of the 4th day of September, 2019 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of September 23, 2016, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of September 26, 2013, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 2, 2010, which amended and restated the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004).
EXHIBIT A TO SCHEDULE 13G JOINT FILING AGREEMENTOpen Text Corp • February 14th, 2003 • Services-computer integrated systems design
Each of the undersigned persons hereby agrees and consents to this joint filing of Schedule 13G on such person's behalf, pursuant to Section 13(d) and (g) of the Securities and Exchange Act of 1934, as amended, and the rules promulgated thereunder. Each of these persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such persons know or have reason to believe that such information is inaccurate.
PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. References to Interest 13 ARTICLE 2 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF NOTES Section 2.01. Designation and Amount 13 Section 2.02. Form of Notes 13 Section...Open Text Corp • January 30th, 2020 • Services-computer integrated systems design • New York
INDENTURE dated as of April 4, 2017 between Carbonite, Inc., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), and U.S. Bank National Association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
AGREEMENT AND PLAN OF MERGER BY AND AMONG OPEN TEXT CORPORATION, SCENIC MERGER CORP. AND VIGNETTE CORPORATION Dated as of May 5, 2009Agreement and Plan of Merger • May 7th, 2009 • Open Text Corp • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of May 5, 2009 by and among OPEN TEXT CORPORATION, a Canadian corporation (“Parent”), SCENIC MERGER CORP., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and VIGNETTE CORPORATION, a Delaware corporation (the “Company”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.
AGREEMENT AND PLAN OF MERGER Dated as of November 10, 2019 among CARBONITE, INC. OPEN TEXT CORPORATION CORAL MERGER SUB INC.Agreement and Plan of Merger • November 12th, 2019 • Open Text Corp • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 10, 2019, among Carbonite, Inc., a Delaware corporation (the “Company”), Open Text Corporation, a Canadian corporation (“Parent”), and Coral Merger Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”).
AGREEMENT AND PLAN OF MERGER by and among OPEN TEXT CORPORATION and ZIX CORPORATION Dated November 7, 2021Agreement and Plan of Merger • November 8th, 2021 • Open Text Corp • Services-computer integrated systems design • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated November 7, 2021, by and among Open Text Corporation, a Canadian corporation (“Parent”), and Zix Corporation, a Texas corporation (the “Company”). Each of Parent, Merger Sub and the Company are sometimes referred to as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in Article I.
AGREEMENT AND PLAN OF MERGER by and among ACTUATE CORPORATION, OPEN TEXT CORPORATION, and ASTEROID ACQUISITION CORPORATION DECEMBER 5, 2014Agreement and Plan of Merger • December 5th, 2014 • Open Text Corp • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated December 5, 2014, is entered into by and among Actuate Corporation, a Delaware corporation (the “Company”), Open Text Corporation, a Canadian corporation (“Parent”), and Asteroid Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”).
AGREEMENT AND PLAN OF MERGER Dated as of May 1, 2012 Among OPEN TEXT CORPORATION, EPIC ACQUISITION SUB INC. and EASYLINK SERVICES INTERNATIONAL CORPORATIONAgreement and Plan of Merger • July 3rd, 2012 • Open Text Corp • Services-computer integrated systems design • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • August 6th, 2020 • Open Text Corp • Services-computer integrated systems design • Delaware
AGREEMENT, dated as of December 24, 2019, (including any schedules hereto the “Agreement”), among Open Text Corporation, a corporation incorporated under the laws of Canada (the “Parent Corporation”), Open Text Inc., a wholly-owned subsidiary of the Parent Corporation incorporated under the laws of the State of Delaware (the “Corporation”), and Craig Stilwell (the “Executive”).
VOTING AGREEMENTVoting Agreement • May 10th, 2012 • Open Text Corp • Services-computer integrated systems design • Delaware
THIS VOTING AGREEMENT (this “Agreement”), dated as of May 1, 2012, is entered into by and among OPEN TEXT CORPORATION, a corporation incorporated pursuant to the laws of Canada (“Parent”), EPIC ACQUISITION SUB INC., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Person named under the heading “Stockholder” on the signature page hereto (“Stockholder”). Capitalized terms not defined herein have the meanings given to such terms in the Agreement and Plan of Merger (the “Merger Agreement”) to be entered into substantially in the form provided to Stockholder, by and among Parent, Merger Sub and EasyLink Services International Corporation, a Delaware corporation (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among OPEN TEXT CORPORATION, OPEN TEXT, INC., OASIS MERGER CORP., and CAPTARIS, INC. SEPTEMBER 3, 2008Agreement and Plan of Merger • September 5th, 2008 • Open Text Corp • Services-computer integrated systems design • Washington
AGREEMENT AND PLAN OF MERGER, dated as of September 3, 2008 (this “Agreement”), by and among CAPTARIS, INC., a Washington corporation (the “Company”), OPEN TEXT CORPORATION, a Canadian corporation (the “Guarantor”), OPEN TEXT, INC., an Illinois corporation and indirect wholly-owned subsidiary of the Guarantor, (“Parent”), and OASIS MERGER CORP., a Washington corporation and wholly-owned subsidiary of Parent (“Merger Sub”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 25th, 2013 • Open Text Corp • Services-computer integrated systems design • Delaware
WHEREAS the Corporation is a wholly-owned subsidiary of Open Text Corporation, a corporation amalgamated under the laws of Ontario, Canada (hereinafter “Open Text Corporation”);
OFFICE LEASE AGREEMENTOffice Lease Agreement • February 13th, 2004 • Open Text Corp • Services-computer integrated systems design
THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of OCT 24, 2003, by and between IL-TRI-STATE INTERNATIONAL, L.L.C., a Delaware limited liability company (“Landlord”) and OPEN TEXT, INC., an Illinois corporation (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions), Exhibit G (HVAC Specifications), Exhibit H (Cleaning Specifications), Exhibit I (Form of Guaranty) and Exhibit J (Form of Letter of Credit).
AMENDMENT NO. 2 TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 21st, 2023 • Open Text Corp • Services-computer integrated systems design • Ontario
CREDIT AGREEMENT, dated as of October 2, 2006, as Amended as of February 15, 2007, and as of September 24, 2009, as Amended and Restated as of November 9, 2011, as Amended as of December 16, 2013, and as of December 22, 2014, as further Amended and Restated as of January 15, 2015, as Amended as of June 16, 2016, as of February 1, 2017, as of May 5, 2017, and as of September 16, 2017, and as further Amended and Restated as of May 30, 2018, and as further Amended and Restated as of October 31, 2019, and as further Amended as of June 6, 2023, and as further Amended as of December 19, 2023 (this “Agreement”), between OPEN TEXT ULC, OPEN TEXT HOLDINGS, INC. and OPEN TEXT CORPORATION (collectively the “Borrowers”), the GUARANTORS PARTY HERETO, each of the lenders listed on the signature pages hereof or which pursuant to Section 16.01 becomes a “Lender” hereunder, BARCLAYS BANK PLC, as sole Administrative Agent and Collateral Agent, ROYAL BANK OF CANADA, as Documentary Credit Lender.
INDENTURE among OPEN TEXT CORPORATION, EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO, and CITIBANK, N.A., as U.S. Trustee, and CITI TRUST COMPANY CANADA, as Canadian Trustee dated as of January 15, 2015Indenture • January 15th, 2015 • Open Text Corp • Services-computer integrated systems design • New York
INDENTURE dated as of January 15, 2015, among OPEN TEXT CORPORATION, a corporation organized under the laws of Canada (the “Company”), each SUBSIDIARY GUARANTOR from time to time party hereto (collectively, the “Subsidiary Guarantors”) and CITIBANK, N.A., as the U.S. trustee (the “U.S. Trustee”), and CITI TRUST COMPANY CANADA, as Canadian trustee (the “Canadian Trustee”).
Open Text Corporation 9,250,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2016 • Open Text Corp • Services-computer integrated systems design • New York
Pursuant to a Master Acquisition Agreement (the “Acquisition Agreement”), dated as of September 12, 2016, by and among the Company, EMC Corporation, a Massachusetts corporation (“EMC”), EMC International Company, a company organized under the laws of Ireland (“EIC”), and EMC (Benelux) B.V., a besloten vennootschap organized under the laws of Netherlands (“EMC Benelux” and, together with EMC and EIC, the “Sellers”), the Company will acquire certain assets and assume certain liabilities of the enterprise content division of the Sellers (the “Business” and such transactions, collectively, the “Acquisition”). The Company expects to finance the Acquisition with the net proceeds of the issuance of the Shares, the proceeds from an anticipated debt financing (the “Concurrent Debt Financing”) and cash on hand. The completion of the offering of Common Shares contemplated hereby is not contingent on the completion of the Concurrent Debt Financing and the Concurrent Debt Financing is not contingen
INDEMNITY AGREEMENTIndemnity Agreement • September 27th, 2005 • Open Text Corp • Services-computer integrated systems design • Ontario
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 12th, 2006 • Open Text Corp • Services-computer integrated systems design • Ontario
Agreement between Open Text Corporation, a corporation existing under the laws of Canada (the “Company,” which for the purposes of this Agreement shall include any Subsidiary as defined herein), and (the “Indemnitee”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • November 17th, 2021 • Open Text Corp • Services-computer integrated systems design • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of November 7, 2021, is made by and among Open Text Corporation, a Canadian corporation (“Parent”), Zix Corporation, a Texas corporation (the “Company”), and Zephyr Holdco, LLC, a Delaware limited liability company (the “Stockholder”), an owner of shares of Series A Convertible Preferred Stock, par value $1.00 per share, of the Company (“Company Series A Preferred Stock”). Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement (as defined below).
Execution Version LEGAL_1:80172527.8 AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT This AMENDMENT NO. 1 (this “Amendment”), dated as of June 6, 2023, is made by and among Open Text Corporation (the “Borrower” or “Open Text”), the Guarantors...Credit Agreement • August 3rd, 2023 • Open Text Corp • Services-computer integrated systems design • Ontario
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 15th, 2011 • Open Text Corp • Services-computer integrated systems design • Ontario
WHEREAS the Corporation is desirous of retaining the services of the Executive as an employee of the Corporation and as its Executive;
INDENTURE among OPEN TEXT CORPORATION, EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO, and THE BANK OF NEW YORK MELLON, as U.S. Trustee, and BNY TRUST COMPANY OF CANADA, as Canadian Trustee dated as of February 18, 2020Supplemental Indenture • February 18th, 2020 • Open Text Corp • Services-computer integrated systems design • New York
INDENTURE dated as of February 18, 2020, among OPEN TEXT CORPORATION, a corporation organized under the laws of Canada (the “Company”), each SUBSIDIARY GUARANTOR from time to time party hereto (collectively, the “Subsidiary Guarantors”), THE BANK OF NEW YORK MELLON, as the U.S. trustee (the “U.S. Trustee”), and BNY TRUST COMPANY OF CANADA, as Canadian trustee (the “Canadian Trustee”).
SUPPORT AGREEMENTSupport Agreement • November 6th, 2013 • Open Text Corp • Services-computer integrated systems design • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of November 4, 2013, by and among GXS Group, Inc., a Delaware corporation (together with its successors and permitted assigns, including, without limitation, the Surviving Corporation, the “Company”), Open Text Corporation, a Canadian corporation (“Parent”), and CCG Investment Fund, L.P., CCG Associate – QP, LLC, CCG Investment Fund – AI, LP, CCG AV, LLC – Series A, CCG AV, LLC – Series C and CCG CI, LLC, (each,, a “Securityholder”). Capitalized terms used but not otherwise defined herein shall have the meanings set forth in that certain Agreement and Plan of Merger dated as of the date hereof (the “Merger Agreement”), by and among Parent, Ocelot Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), the Company, and Global Acquisition LLC, solely in its capacity as the stockholders’ representative.
Amended and Restated Commitment LetterOpen Text Corp • November 3rd, 2016 • Services-computer integrated systems design • New York
You (the “Borrower”) have advised Barclays, Citigroup Global Markets Inc. (“CGMI”), Royal Bank of Canada (“Royal Bank”) and RBC Capital Markets.1 (“RBCCM” and, together with Barclays, CGMI and Royal Bank, the “Commitment Parties,” “us” or “we”) that (a) you entered into a Master Acquisition Agreement dated as of September 12, 2016 including the schedules and exhibits thereto (as amended in accordance with the terms of this Commitment Letter (as defined below) and in effect from time to time, the “Acquisition Agreement”) to effect an acquisition (the “Acquisition”) of a line of business (the “Acquired Business”) from a group of companies identified to us as “Echo” (collectively, the “Seller”) and (b) in connection with the consummation of the Acquisition (the date thereof being, the “Closing Date”), you intend to incur a first lien term loan facility in an aggregate principal amount of up to $1,000.0 million (the “Term Facility”). You have further advised us that the proceeds of the Ter
EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 8th day of September, 2009 Or such earlier date as the parties may agree. AMONG OPEN TEXT CORPORATION, a corporation amalgamated under the laws of Ontario (hereinafter referred to as the OF...Agreement • August 20th, 2010 • Open Text Corp • Services-computer integrated systems design • Ontario
WHEREAS the Corporation is desirous of retaining the services of the Executive as an employee of the Corporation and as its Executive;
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • January 30th, 2020 • Open Text Corp • Services-computer integrated systems design • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of December 24, 2019 (this “Supplemental Indenture”), by and between Carbonite, Inc., a Delaware corporation, as issuer (the “Company”), and U.S. Bank National Association, as trustee (the “Trustee”), supplements the Indenture dated April 4, 2017 (the “Indenture”), between the Company and the Trustee.
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN OPEN TEXT CORPORATION, OCELOT MERGER SUB, INC., GXS GROUP, INC., AND THE STOCKHOLDERS’ REPRESENTATIVE DATED AS OF NOVEMBER 4, 2013Agreement and Plan of Merger • November 6th, 2013 • Open Text Corp • Services-computer integrated systems design • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 4, 2013 (the “Execution Date”), among Open Text Corporation, a corporation incorporated under the laws of Canada (“Parent”), Ocelot Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), GXS Group, Inc., a Delaware corporation (the “Company”), and Global Acquisition LLC, solely in its capacity as the Stockholders’ Representative (as defined herein).
AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT AGREEMENT made the 23 day of September, 2005Employment Agreement • September 27th, 2005 • Open Text Corp • Services-computer integrated systems design • Ontario
WHEREAS, the Executive executed a certain employment agreement dated the 29th day of October, 2002 (the “Agreement”) with the Corporation for the provision of the services of the Executive as an employee of the Corporation;
ContractSupplemental Indenture • December 12th, 2016 • Open Text Corp • Services-computer integrated systems design • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of December 9, 2016, among OPEN TEXT GXS ULC, OPEN TEXT SA ULC (together, the “New Guarantors”), subsidiaries of OPEN TEXT CORPORATION, a corporation organized under the laws of Canada (the “Company”), the COMPANY and THE BANK OF NEW YORK MELLON, as the U.S. trustee, and BNY TRUST COMPANY OF CANADA, as the Canadian Trustee (together, the “Trustees”) under the indenture referred to below.
OPEN TEXT UK LTD and DAVID WAREHAM WITHOUT PREJUDICE SUBJECT TO CONTRACT COMPROMISE AGREEMENT Boyes Turner Abbots House Abbey Street Reading RG1 3BDCompromise Agreement • January 25th, 2013 • Open Text Corp • Services-computer integrated systems design
TENDER AND VOTING AGREEMENTTender and Voting Agreement • December 5th, 2014 • Open Text Corp • Services-computer integrated systems design • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of December 5, 2014, is made by and among Open Text Corporation, a Canadian corporation (“Parent”), Asteroid Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and each Stockholder listed on Annex I (each, a “Stockholder” and collectively, the “Stockholders”), each an owner of shares (the “Shares”) of common stock, par value $0.001 per share, of Actuate Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement.
INDENTURE among OPEN TEXT CORPORATION, EACH OF THE GUARANTORS PARTY HERETO, and THE BANK OF NEW YORK MELLON, as U.S. Trustee, and BNY TRUST COMPANY OF CANADA, as Canadian Trustee dated as of November 24, 2021Supplemental Indenture • November 24th, 2021 • Open Text Corp • Services-computer integrated systems design • New York
INDENTURE dated as of November 24, 2021, among OPEN TEXT CORPORATION, a corporation organized under the laws of Canada (the “Company”), each GUARANTOR from time to time party hereto (collectively, the “Guarantors”), THE BANK OF NEW YORK MELLON, as the U.S. trustee (the “U.S. Trustee”), and BNY TRUST COMPANY OF CANADA, as Canadian trustee (the “Canadian Trustee”).
AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT BETWEEN OPEN TEXT CORPORATION and COMPUTERSHARE INVESTOR SERVICES INC. as Rights Agent Dated as of December 2, 2010 (amending and restating the Amended and Restated Shareholder Rights Plan...Shareholder Rights Plan Agreement • December 2nd, 2010 • Open Text Corp • Services-computer integrated systems design • Ontario
THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT made as of the 2nd day of December, 2010 (amending and restating the Amended and Restated Shareholder Rights Plan Agreement dated as of December 6, 2007, which amended and restated the Shareholder Rights Plan Agreement dated as of November 1, 2004).
BUSINESS COMBINATION AGREEMENT BETWEEN 2016091 Ontario Inc. AND OPEN TEXT CORPORATION Ontario, Canada AND IXOS SOFTWARE AG Munich, Germany prepared by: Osborne Clarke Innere Kanalstraße 15 50823 Cologne/Köln Germany Tel.: +49 (0)221 5108 4000 Fax.:...Business Combination Agreement • May 17th, 2004 • Open Text Corp • Services-computer integrated systems design
Agreement of Control betweenAgreement of Control • February 13th, 2004 • Open Text Corp • Services-computer integrated systems design
