ContractTender Offer Agreement • May 5th, 2020
EX-10.1 2 tenderofferagreement.htm TENDER OFFER AGREEMENT Exhibit 10.1 TENDER OFFER AGREEMENT BY AND BETWEEN PROS HOLDINGS, Inc. AND CAMELEON SOFTWARE DATED AS OF OCTOBER 24 2013 Table of Contents 1. DEFINITIONS 2 1.1 Certain Defined Terms 2 1.2 Construction 6 2. THE OFFER 6 2.1 Filing of the Offer 6 2.2 Offer Conditions 6 2.3 Withdrawal of Offer 6 2.4 Cooperation Between the Parties 6 3. CERTAIN ADDITIONAL REPRESENTATIONS AND COVENANTS 7 3.1 Breach - Litigation - Insurance 7 3.2 Management of Company until Settlement of the Offer 8 3.3 Change of Control 8 3.4 Non Solicitation 8 3.5 Other Negative Undertakings 9 3.6 Representations and Warranties of Company 11 3.7 Representations and Warranties of Offeror 14 3.8 Governance Upon Completion of the Offer 15 3.9 Break-Up Fee 15 3.10 Information 16 3.11 Management Incentive Program 16 4. TERMINATION 16 4.1 Automatic Termination 16 4.2 Termination at Option of Offeror or Company 16 4.3 Effect of Termination 17 5. COMMUNICATION 17 5.1 Joint A
TENDER OFFER AGREEMENTTender Offer Agreement • October 24th, 2013 • PROS Holdings, Inc. • Services-computer programming services