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
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”).
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.
