AGREEMENT AND PLAN OF MERGER by and among ACTUATE CORPORATION, OPEN TEXT CORPORATION, and ASTEROID ACQUISITION CORPORATION DECEMBER 5, 2014Merger Agreement • December 5th, 2014 • Open Text Corp • Services-computer integrated systems design • 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 • Open Text Corp • Services-computer integrated systems design • 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.
