RECITALS:Asset Purchase Agreement • October 30th, 2000 • Transcend Services Inc • Services-misc health & allied services, nec • Delaware
LGL.122 9-12-96 SERVICES AGREEMENT ------------------ This agreement ("Agreement"), made and entered into as of the fifth day of December, 1996, by and between VHA Inc., a Delaware corporation ("VHA"), and Transcend Services, Inc., a Delaware...Services Agreement • January 2nd, 1997 • Transcend Services Inc • Services-misc health & allied services, nec
EXHIBIT 2.8 ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 14th, 2002 • Transcend Services Inc • Services-misc health & allied services, nec • Delaware
BY AND AMONG CORE, INC.Asset Purchase Agreement • March 30th, 1998 • Transcend Services Inc • Services-misc health & allied services, nec • Delaware
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT ----------------------------------------------Loan and Security Agreement • March 31st, 1999 • Transcend Services Inc • Services-misc health & allied services, nec • California
BACKGROUND ----------Noncompetition Agreement • December 27th, 1999 • Transcend Services Inc • Services-misc health & allied services, nec • New Jersey
Agreement and Plan of Merger and Reorganization by and among: Transcend Services, Inc., a Delaware corporation, HCIS Acquisition Co., a Delaware corporation, Health Care Information Systems, Inc. d/b/a Cascade Health Information Software, an Oregon...Agreement and Plan of Merger and Reorganization • June 15th, 1998 • Transcend Services Inc • Services-misc health & allied services, nec • Oregon
SCHEDULES --------- Schedule 2.1 - Due Incorporation and Qualification Schedule 2.2 - Outstanding Capital Stock Schedule 2.3 - Options or Other Rights Schedule 2.5 - Articles of Incorporation and By-Laws Schedule 2.7 - Authority of the Company and the...Agreement and Plan • May 14th, 1997 • Transcend Services Inc • Services-misc health & allied services, nec • Georgia
R E C I T A L SLoan and Security Agreement • August 14th, 2000 • Transcend Services Inc • Services-misc health & allied services, nec • California
BY AND AMONG CORE, INC.Asset Purchase Agreement • February 1st, 1999 • Transcend Services Inc • Services-misc health & allied services, nec • Delaware
EXHIBIT 4.2Incentive Stock Option Agreement • November 15th, 1996 • Transcend Services Inc • Services-misc health & allied services, nec
EXHIBIT 2(A) ASSIGNMENT & ASSUMPTION OF CONTRACTS ------------------------------------ This Agreement is made as of December __, 1998, by and between TCM Services, Inc., a Delaware corporation ("Seller") and Transcend Case Management, Inc., a Georgia...Transcend Services Inc • February 1st, 1999 • Services-misc health & allied services, nec • Delaware
LOAN AND SECURITY AGREEMENT LOAN #1692Loan and Security Agreement • May 15th, 1998 • Transcend Services Inc • Services-misc health & allied services, nec • Pennsylvania
AGREEMENT AND PLAN OF MERGER by and among NUANCE COMMUNICATIONS, INC. TOWNSEND MERGER CORPORATION and TRANSCEND SERVICES, INC. dated as of March 6, 2012Agreement and Plan of Merger • March 7th, 2012 • Transcend Services Inc • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 6, 2012 by and among Nuance Communications, Inc., a Delaware corporation (“Parent”), Townsend Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Transcend Services, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
COAST LOAN AND SECURITY AGREEMENT BORROWER: TRANSCEND SERVICES, INC. ADDRESS: 3353 PEACHTREE ROAD, N.E., SUITE 1000 ATLANTA, GEORGIA 30326 DATE: APRIL 3, 1997 THIS LOAN AND SECURITY AGREEMENT is entered into on the above date between COAST BUSINESS...Loan and Security Agreement • May 14th, 1997 • Transcend Services Inc • Services-misc health & allied services, nec • California
EXHIBIT A FORM OF TENDER AND VOTING AGREEMENTTender and Voting Agreement • March 7th, 2012 • Transcend Services Inc • Services-business services, nec • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 6, 2012 by and between Nuance Communications, Inc., a Delaware corporation (“Parent”), Townsend Merger Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the undersigned stockholder (“Stockholder”) of Transcend Services, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO BUSINESS LOAN AGREEMENTBusiness Loan Agreement • March 9th, 2005 • Transcend Services Inc • Services-business services, nec • Georgia
This Amendment No. 1 (the “Amendment”) dated as of January 31, 2005, is between Bank of America, N.A. (the “Bank”) and Transcend Services, Inc. (the “Borrower”).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • March 20th, 2012 • Transcend Services Inc • Services-business services, nec • Massachusetts
In connection with the consideration of a possible transaction between Transcend Services, Inc. (the “Company”) and Nuance Communications, Inc. (“Nuance”) (a “Possible Transaction”) each of the parties (each a “Disclosing Party” as applicable) is prepared to make available to the other (each a “Recipient” as applicable) and its Representatives (as hereinafter defined) certain information concerning its business, financial condition, operations, assets and liabilities. As a condition to such information being furnished, the Recipient agrees to treat any information which is furnished to it or to its Representatives by or on behalf of the Disclosing Party (herein collectively referred to as the “Confidential Information”) in accordance with the provisions of this letter agreement (the “Agreement”), and to take or abstain from taking certain other actions as hereinafter set forth. As used in this Agreement, a party’s “Representatives” shall include the directors, officers, employees, agen
AGREEMENT AND PLAN OF MERGER BY AND AMONG SALAR, INC., THE PRINCIPAL STOCKHOLDERS, THE SELLERS' REPRESENTATIVE, TRANSCEND SERVICES, INC. AND SALAR ACQUISITION CORPORATIONAgreement and Plan of Merger • August 3rd, 2011 • Transcend Services Inc • Services-business services, nec • Maryland
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of July 29, 2011, by and among Salar, Inc., a Maryland corporation (the “Company”); the stockholders of the Company listed on the signatures pages hereto (the “Principal Stockholders”); Todd Johnson, an individual resident of the State of Maryland, as the Sellers' Representative (as defined herein); Transcend Services, Inc., a Delaware corporation (the “Buyer”); and Salar Acquisition Corporation, a Maryland corporation (the “Merger Sub”). The Company, the Principal Stockholders, the Sellers' Representative, the Buyer and the Merger Sub are each referred to herein as a “Party” and collectively as the “Parties.”
TRANSCEND SERVICES, INC. Restricted Stock Award Agreement (Officers)Restricted Stock Award Agreement • March 3rd, 2010 • Transcend Services Inc • Services-business services, nec • Delaware
THIS AGREEMENT (together with Schedule A, attached hereto, the “Agreement”), made effective as of , 200 (the “Grant Date”), between TRANSCEND SERVICES, INC., a Delaware corporation (the “Company”), and , an Employee of the Company or a Parent or Subsidiary of the Company (the “Participant”);
NON-COMPETE AND NON-SOLICITATION AGREEMENTNon-Compete and Non-Solicitation Agreement • March 20th, 2012 • Transcend Services Inc • Services-business services, nec • Massachusetts
THIS NON-COMPETE AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of March 6, 2012, by and among Nuance Communications, Inc., a Delaware corporation (“Parent”) and the undersigned stockholder of the Company (“Stockholder”).
Re: Amendment to Loan and Security AgreementTranscend Services Inc • March 3rd, 2010 • Services-business services, nec • Georgia
Reference is hereby made to that certain Loan and Security Agreement dated as of August 31, 2009 (as at any time amended, the “Loan Agreement”) among Transcend Services, Inc., a Delaware corporation, Medical Dictation Services, Inc., a Maryland corporation (collectively, the “Borrowers”, and each individually, a “Borrower”), and Regions Bank, an Alabama bank (“Lender”). Capitalized terms used herein, unless otherwise defined herein, shall have the meaning ascribed to such terms in the Loan Agreement.
STOCK PURCHASE AGREEMENTRegistration Rights Agreement • March 9th, 2005 • Transcend Services Inc • Services-business services, nec • Georgia
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of January, 2005 effective as of 4:01 p.m. Eastern Standard Time, by and between TRANSCEND SERVICES, INC., a Delaware corporation (“Buyer”), and SUSAN McGROGAN, an individual resident of the State of Florida (“Seller”), with respect to the purchase and sale of the capital stock of Medical Dictation, Inc., a Florida corporation (together with its predecessors, the “Company”).
LEASE SCHEDULE NO. 003XTranscend Services Inc • May 8th, 2006 • Services-business services, nec
This Lease Schedule is issued pursuant to the Lease Agreement Number TR051905 dated May 19, 2005. The terms of the Lease Agreement and serial numbers contained on Certificate of Acceptance Numbers TR051905-003-001 thru TR051905-003-014 are a part hereof and are incorporated by reference herein.
AGREEMENT FOR FINANCIAL ASSISTANCE ADDENDUM ATranscend Services Inc • August 11th, 2006 • Services-business services, nec
This Addendum A is dated the 6th day of June, 2006 by and between the Development Corporation of Abilene, Inc. (“DCOA”), a Texas corporation formed pursuant to Tex. Civ. Stat. Ann. Art. 5190.6, and Transcend Services, Inc. (“Transcend”), a Delaware corporation, authorized to do business in the State of Texas, with headquarters located at 945 East Paces Ferry Road, Suite 1475, Atlanta, GA, 30326-6629.
Transcription Services AgreementServices Agreement • September 17th, 2009 • Transcend Services Inc • Services-business services, nec • Georgia
This Transcription Services Agreement (the “Agreement”) is entered into this 11th day of September, 2009 by and between Hospital Management Associates, Inc., a Florida corporation with principal executive offices at 5811 Pelican Bay Boulevard, Suite 500, Naples, Florida 34108 (“HMA”) and Transcend Services, Inc., a Delaware corporation, located at One Glenlake Parkway, Suite 1325, Atlanta, Georgia 30328 (“Transcend”).
EXHIBIT 4.12 INFORMATION LEASING CORPORATION MASTER LEASE AGREEMENT dated as of February 20, 1998 by and betweenMaster Lease Agreement • March 30th, 1998 • Transcend Services Inc • Services-misc health & allied services, nec • Ohio
LEASE SCHEDULE NO. 002RTranscend Services Inc • March 6th, 2006 • Services-business services, nec
This Lease Schedule is issued pursuant to the Lease Agreement Number TR051905 dated May 19, 2005. The terms of the Lease Agreement and serial numbers contained on Certificates of Acceptance TR051905-002-001 thru TR051905-002-009 are a part hereof and are incorporated by reference herein.
SUBLEASE AGREEMENT BETWEEN ORACLE USA, INC. AND TRANSCEND SERVICES, INC. One Glenlake Fulton County Atlanta, Georgia Portion of the Thirteenth (13th) FloorLease Agreement • August 9th, 2007 • Transcend Services Inc • Services-business services, nec • Georgia
THIS SUBLEASE (“Sublease”) is entered into as of July 2nd, 2007, by and between ORACLE USA, INC., a Colorado corporation (“Sublandlord”) and TRANSCEND SERVICES, INC., a Delaware corporation (“Subtenant”), with reference to the following facts:
AGREEMENT FOR FINANCIAL ASSISTANCETranscend Services Inc • April 28th, 2005 • Services-business services, nec • Texas
This Agreement is effective the 1st day of March 2005, by and between the Development Corporation of Abilene, Inc. (“DCOA”), a Texas corporation formed pursuant to Tex. Rev. CIV. Stat. Ann. Art. 5190.6, and Transcend Services, Inc. (“TRANSCEND”), a Delaware corporation authorized to do business in Texas, with headquarters located at 945 East Paces Ferry Road, Suite 1475 Atlanta, GA 30326-6629. For purposes of this Agreement, TRANSCEND shall include its affiliates, subsidiaries, and any related company.
Form of Incentive Stock Option Agreement Under 2001 Stock Option Plan INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO TRANSCEND SERVICES, INC. 2001 STOCK OPTION PLANForm of Incentive Stock Option Agreement • June 25th, 2003 • Transcend Services Inc • Services-misc health & allied services, nec
THIS AGREEMENT, dated as of [INSERT DATE] by and between TRANSCEND SERVICES, INC., hereinafter called the “Company”, and [INSERT NAME], hereinafter called the”Optionee”.
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND WAIVERLoan and Security Agreement and Waiver • March 15th, 2011 • Transcend Services Inc • Services-business services, nec • Georgia
THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT AND WAIVER (this “Amendment”) is made and entered into this 3rd day of March, 2011, by and between TRANSCEND SERVICES, INC., a Delaware corporation (“Transcend”), and successor-by-merger to MEDICAL DICTATION SERVICES, INC., a Maryland corporation (“Medical”; hereinafter referred to as “Borrower”), with its chief executive office and principal place of business at One Glenlake Parkway, Suite 1400, Atlanta, Georgia 30328; and REGIONS BANK, an Alabama bank (hereinafter referred to as “Lender”) with an office at One Glenlake Parkway, Suite 400, Atlanta, Georgia 30328.
2,220,000 Shares TRANSCEND SERVICES, INC. COMMON STOCK, $0.05 PAR VALUE PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2009 • Transcend Services Inc • Services-business services, nec • New York
INTRODUCTION. Transcend Services, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), and certain stockholders of the Company (the “Selling Stockholders”) named in Schedule II hereto severally propose to sell to the several Underwriters, an aggregate of 2,220,000 shares (the “Firm Shares”) of the Common Stock, $0.05 par value per share (the “Common Stock”), of the Company (the “Offering”), of which 1,500,000 shares are to be issued and sold by the Company and 720,000 shares are to be sold by the Selling Stockholders, each Selling Stockholder selling the amount set forth opposite such Selling Stockholder’s name in Schedule II hereto.
Dear Stockholder:Transcend Services Inc • March 20th, 2012 • Services-business services, nec
We are pleased to inform you that on March 6, 2012, Transcend Services, Inc. (“Transcend”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nuance Communications, Inc., a Delaware corporation (“Parent”), and Townsend Merger Corporation, a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Parent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 3rd, 2009 • Transcend Services Inc • Services-business services, nec • Georgia
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 31, 2009, by and between TRANSCEND SERVICES, INC., a Delaware corporation (hereinafter called the “Company”), and Dorothy K. Fitzgerald, an individual resident of the State of Maryland (hereinafter called “Initial Holder”).
