AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 15, 2008 BY AND AMONG CONVERGYS CORPORATION, DIALOG MERGER SUB, INC. AND INTERVOICE, INC.Merger Agreement • July 16th, 2008 • Intervoice Inc • Telephone & telegraph apparatus • Texas
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 15, 2008, is by and among Convergys Corporation, an Ohio corporation (“Parent”), Dialog Merger Sub, Inc., a Texas corporation (“Purchaser”), and Intervoice, Inc., a Texas corporation (the “Company”).
AMENDMENT NO. 2 TO THE BOARD REPRESENTATION AND GOVERNANCE AGREEMENTBoard Representation and Governance Agreement • July 16th, 2008 • Intervoice Inc • Telephone & telegraph apparatus • Texas
This AMENDMENT NO.2 (the “Amendment”) to the Board Representation and Governance Agreement (the “Governance Agreement”), dated as of June 22, 2007, as amended by Amendment No.1 to the Governance Agreement, dated as of July 1, 2007, by and between Intervoice, Inc., a Texas corporation (the “Company” or “Intervoice”) and David W. Brandenburg, a natural person residing in the State of Florida (“David Brandenburg”), is being entered into as of July 15, 2008.
SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • July 16th, 2008 • Intervoice Inc • Telephone & telegraph apparatus • Texas
This Second Amendment to the Third Amended and Restated Rights Agreement dated as of July 15, 2008 (the “Amendment”), is between Intervoice, Inc., a Texas corporation (the “Company”), and Computershare Trust Company, N.A., successor rights agent to Computershare Investor Services, LLC, a Delaware limited liability company, as rights agent (the “Rights Agent”).
TENDER AND VOTING AGREEMENT by and among SHAREHOLDER, CONVERGYS CORPORATION, and DIALOG MERGER SUB, INC. dated as of July 15, 2008Tender and Voting Agreement • July 16th, 2008 • Intervoice Inc • Telephone & telegraph apparatus • Texas
TENDER AND VOTING AGREEMENT, dated as of July 15, 2008 (this “Agreement”), by and among Convergys Corporation, an Ohio corporation (“Parent”), Dialog Merger Sub, Inc., a Texas corporation (“Purchaser”), and the shareholder of Intervoice, Inc., a Texas corporation (the “Company”), set forth on the signature page hereto (“Shareholder”).
