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 • Actuate Corp • Services-prepackaged software • 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”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • December 5th, 2014 • Actuate Corp • Services-prepackaged software • 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.
AMENDMENT TO LETTER AGREEMENTLetter Agreement • December 5th, 2014 • Actuate Corp • Services-prepackaged software
This Agreement (the “Amendment”) is entered into by and between Peter Cittadini (the “Executive”) and Actuate Corporation, a Delaware corporation (the “Company”) as of December 5, 2014.
FIRST AMENDMENT TO RIGHTS AGREEMENTRights Agreement • December 5th, 2014 • Actuate Corp • Services-prepackaged software • Delaware
This First Amendment (“Amendment”) to the Rights Agreement, effective as of December 4, 2014 amends that certain Rights Agreement dated as of June 18, 2014 (the “Rights Agreement”), by and between Actuate Corporation, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”). This Amendment is made by and between the Company and the Rights Agent. The capitalized terms not otherwise defined herein have the respective meanings given to them in the Rights Agreement.
