AGREEMENT AND PLAN OF MERGER by and among NUANCE COMMUNICATIONS, INC. TOWNSEND MERGER CORPORATION and TRANSCEND SERVICES, INC. dated as of March 6, 2012Merger Agreement • 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.
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”).
TRANSCEND SERVICES, INC. EMPLOYEE PROPRIETARY INFORMATION, INVENTIONS, AND NON- COMPETITION AGREEMENTEmployee Proprietary Information, Inventions, and Non-Competition Agreement • March 7th, 2012 • Transcend Services Inc • Services-business services, nec • Massachusetts
In consideration of my employment or continued employment by Transcend Services, Inc. or any assign or successor in interest (“the Company”) and the compensation now and hereafter paid to me, I hereby agree as follows:
