| Preview
Full Doc
 | 2005 |
Agreement and Plan of Merger
Agreement and Plan of Merger (208K)
Doc #1213264: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
CONCERTO SOFTWARE, INC.,
ASCEND MERGER SUB, INC.
AND
ASPECT COMMUNICATIONS CORPORATION
DATED AS OF JULY 5, 2005
TABLE OF CONTENTS
Page
ARTICLE I THE MERGER
1
1.1
Effective Time of the Merger.
1
1.2
Closing.
2
1.3
Effects of the Merger.
2
1.4
. . .
1213264
|
DB Trust
As referenced in this Agreement and Plan of Merger:
Deutsche Bank Trust Co – 9 Financing.
The Buyer has delivered to the Company true and complete copies of (a) a fully executed commitment letter (the Debt Commitment Letter) from JPMorgan Chase Bank, N.A., Deutsche Bank Trust Co mpany Americas, Lehman Commercial Paper Inc. Wells Fargo Foothill, Inc. to provide the Buyer with (i) up to $475,000,000 in a senior secured first-lien term loan facility ( _____________
dt 1719977
;
|
LCPI
As referenced in this Agreement and Plan of Merger:
Lehman Commercial Paper Inc – delivered to the Company true and complete copies of (a) a fully executed commitment letter (the Debt Commitment Letter) from JPMorgan Chase Bank, N.A., Deutsche Bank Trust Company Americas, Lehman Commercial Paper Inc . Wells Fargo Foothill, Inc. to provide the Buyer with (i) up to $475,000,000 in a senior secured first-lien term loan facility (the First-Lien Term Facility), ( _____________
dt 1717148
|
| Preview
Full Doc
 | 2005 |
Agreement and Plan of Merger
Agreement and Plan of Merger (208K)
Doc #1213273: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
CONCERTO SOFTWARE, INC.,
ASCEND MERGER SUB, INC.
AND
ASPECT COMMUNICATIONS CORPORATION
DATED AS OF JULY 5, 2005
TABLE OF CONTENTS
Page
ARTICLE I THE MERGER
1
1.1
Effective Time of the Merger.
1
1.2
Closing.
2
1.3
Effects of the Merger.
2
1.4
. . .
1213273
|
DB Trust
As referenced in this Agreement and Plan of Merger:
Deutsche Bank Trust Co – 9 Financing.
The Buyer has delivered to the Company true and complete copies of (a) a fully executed commitment letter (the Debt Commitment Letter) from JPMorgan Chase Bank, N.A., Deutsche Bank Trust Co mpany Americas, Lehman Commercial Paper Inc. Wells Fargo Foothill, Inc. to provide the Buyer with (i) up to $475,000,000 in a senior secured first-lien term loan facility ( _____________
dt 1719978
;
|
LCPI
As referenced in this Agreement and Plan of Merger:
Lehman Commercial Paper Inc – delivered to the Company true and complete copies of (a) a fully executed commitment letter (the Debt Commitment Letter) from JPMorgan Chase Bank, N.A., Deutsche Bank Trust Company Americas, Lehman Commercial Paper Inc . Wells Fargo Foothill, Inc. to provide the Buyer with (i) up to $475,000,000 in a senior secured first-lien term loan facility (the First-Lien Term Facility), ( _____________
dt 1717149
|
| Preview
Full Doc
 | 2000 |
Bylaws
Bylaws (80K)
Doc #1213398: Click preview link for longer preview.
BYLAWS
OF
ASPECT TELECOMMUNICATIONS CORPORATION
<PAGE>
BYLAWS OF
ASPECT TELECOMMUNICATIONS CORPORATION
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> . . .
1213398
| | |
| Full Doc
 | 2002 |
Consulting Agreement
Consulting Agreement (12K)
Doc #1213364: This document is immediately available for purchase, but does not have a preview available for viewing.
1213364
| | |
| Preview
Full Doc
 | 2004 |
Conversion Agreement
Conversion Agreement (73K)
Doc #1213318: Click preview link for longer preview.
CONVERSION AGREEMENT
DATED AS OF FEBRUARY 13, 2004
AMONG
ASPECT COMMUNICATIONS CORPORATION,
VISTA EQUITY FUND II, L.P.
AND
VISTA EQUITY PARTNERS, LLC
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
. . .
1213318
| |
Venture Law
As referenced in this Conversion Agreement:
Venture Law Group
– Communications Corporation
1310 Ridder Park Drive
San Jose, CA 95131-2313
Attention: Gary Barnett
Facsimile: (408) 325-2442
with a copy, which shall not constitute notice to the Company, to:
Venture Law Group
2775 Sand Hill Road
Menlo Park, CA 94025
Attention: Jon Gavenman
Facsimile: (650) 233-8386
To Vista Fund, to:
Vista Equity Fund II, L.P.
c/o Vista Equity _____________
dt 1417396
|
| Preview
Full Doc
 | 2004 |
Conversion Agreement
Conversion Agreement (73K)
Doc #1213323: Click preview link for longer preview.
<DESCRIPTION>CONVERSION AGREEMENT
<TEXT>
CONVERSION AGREEMENT
DATED AS OF FEBRUARY 13, 2004
AMONG
ASPECT COMMUNICATIONS CORPORATION,
VISTA EQUITY FUND II, L.P.
AND
VISTA EQUITY PARTNERS, LLC
<PAGE>
. . .
1213323
| |
Venture Law
As referenced in this Conversion Agreement:
Venture Law Group
– Communications Corporation
1310 Ridder Park Drive
San Jose, CA 95131-2313
Attention: Gary Barnett
Facsimile: (408) 325-2442
with a copy, which shall not constitute notice to the Company, to:
Venture Law Group
2775 Sand Hill Road
Menlo Park, CA 94025
Attention: Jon Gavenman
Facsimile: (650) 233-8386
To Vista Fund, to:
Vista Equity Fund II, L.P.
c/o Vista Equity _____________
dt 1417397
|
| Preview
Full Doc
 | 2002 |
Employee Agreement
Employee Agreement (7K)
Doc #1213365: Click preview link for longer preview.
EMPLOYEE AGREEMENT
In exchange for my becoming employed (or my employment being continued) by
Aspect Communications Corporation, or its subsidiaries, affiliates, or
successors (hereinafter referred to collectively as the "Company"), I hereby
agree as follows:
Employment at Will
I agree that this Agreement is not an employment contract and that I have the
right to resign and the Company has the right to terminate my employment at any
time for any reason, with or without cause. This is the full and complete
agreement between myself and the . . .
1213365
| | |
| Full Doc
 | 2001 |
Letter of Transmittal
Letter of Transmittal (17K)
Doc #1213375: This document is immediately available for purchase, but does not have a preview available for viewing.
1213375
| | |
| Full Doc
 | 2001 |
Nonstatutory Stock Option Certificate
Nonstatutory Stock Option Certificate (23K)
Doc #1213386: This document is immediately available for purchase, but does not have a preview available for viewing.
1213386
| | |
| Preview
Full Doc
 | 2002 |
Preferred Stock Purchase Agreement
Preferred Stock Purchase Agreement (142K)
Doc #1213346: Click preview link for longer preview.
ASPECT COMMUNICATIONS CORPORATION
PREFERRED STOCK PURCHASE AGREEMENT
Dated as of
November 14, 2002
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS 1
1.1 Definitions; Interpretation. .................................... 1
ARTICLE II ISSUANCE AND SALE OF PREFERRED STOCK ..... . . .
1213346
|
Venture Law
As referenced in this Preferred Stock Purchase Agreement:
Venture Law Group, – the terms of such Section 7.8);
(g) the following documents and items shall have been delivered to
Vista at the Closing:
(i) [intentionally omitted]
(ii) the written opinion of Venture Law Group, counsel to the
Company, dated as of the Closing Date and satisfactory in form and
substance to Vista;
(iii) a counterpart of the Registration Rights Agreement duly
executed and _____________
Venture Law Group
– Communications Corporation
1310 Ridder Park Drive
San Jose, CA 95131-2313
Attention: Beatriz Infante
Facsimile: (408) 325-2442
With a copy, which shall not constitute notice to the
Company, to:
Venture Law Group
2775 Sand Hill Road
Menlo Park, CA 94025
Attention: Jon Gavenman
Facsimile No.: (650) 233-8386
To Vista, to:
------------
Vista Equity Fund II, L.P.
c/o Vista Equity _____________
dt 1417398
;
|
Comerica Bank
As referenced in this Preferred Stock Purchase Agreement:
Comerica
Bank, – Agreement, dated as of August 9,
2002, by and among the Company, as borrower, the lenders party thereto, as
lenders, The CIT Group/Business Credit, Inc., as collateral agent, and Comerica
Bank, as administrative agent, as amended, restated, renewed, extended,
restructured, supplemented, or modified from time to time.
"Environmental and Safety Requirements" means all federal, state,
local and foreign statutes, regulations, _____________
dt 1424287
;
Nasdaq Stock Market Inc.
As referenced in this Preferred Stock Purchase Agreement:
NASDAQ Stock Market, Inc – as a whole on a consolidated basis.
-3-
<PAGE>
"Most Recent Audited Balance Sheet Date" has the meaning set forth in
Section 4.6 hereof.
"NASDAQ" means The NASDAQ Stock Market, Inc .
"Ordinary Course of Business" means the ordinary course of business
consistent with past practice (including with respect to quantity,
quality and frequency).
"Permitted Affiliate Transaction" means any contact, agreement,
_____________
dt 1499557
|
| Preview
Full Doc
 | 2002 |
Registration Rights Agreement
Registration Rights Agreement (56K)
Doc #1213347: Click preview link for longer preview.
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of
[_______ ___], 2002, between Aspect Communications Corporation, a California
corporation (the "Company"), and Vista Equity Fund II, LP, a Cayman Islands
exempted limited partnership ("Vista").
The parties to this Agreement are parties to a Preferred Stock Purchase
Agreement dated November 14, 2002 (the "Purchase Agreement"). In order to induce
Vista to enter into the Purchase Agreement, the Company has agreed to . . .
1213347
| |
Venture Law
As referenced in this Registration Rights Agreement:
Venture Law Group
– Aspect Communications Corporation
1310 Ridder Park Drive
San Jose, CA 95131
Attention: Beatriz Infante
Facsimile: (408) 325-2442
With a copy, which shall not constitute notice to the
Company, to:
Venture Law Group
2775 Sand Hill Road
Menlo Park, CA 94025
Attention: Jon Gavenman
Facsimile: (650) 233-8386
To Vista, to:
------------
13
<PAGE>
Vista Equity Partners
150 California Street, 19th _____________
dt 1417399
|
| Preview
Full Doc
 | 2005 |
Voting Agreement
Voting Agreement (26K)
Doc #1213265: Click preview link for longer preview.
VOTING AGREEMENT
THIS VOTING AGREEMENT (this �Agreement�) is entered into as of July 5, 2005, by and between Concerto Software, Inc., a Delaware corporation (�Parent�), and Vista Equity Fund II, L.P. (�Stockholder�).
RECITALS
A. Stockholder Owns certain shares of Series B Convertible Preferred Stock of Aspect Communications Corporation, a California corporation (the �Company�).
B. Parent, Ascend Merger Sub, Inc., a California corporation (�Merger Sub�), and the Company are . . .
1213265
|
Concerto
As referenced in this Voting Agreement:
Concerto Software, Inc. – EX-99.2 3 f10669exv99w2.htm EXHIBIT 99.2
Exhibit 99.2
VOTING AGREEMENT
THIS VOTING AGREEMENT (this Agreement) is entered into as of July 5, 2005, by and between Concerto Software, Inc. , a Delaware corporation (Parent), and Vista Equity Fund II, L.P. (Stockholder).
RECITALS
A. Stockholder Owns certain shares of Series B Convertible Preferred Stock of Aspect Communications Corporation, a _____________
Concerto Software, Inc. – a copy (which shall not constitute notice) to:
Sullivan & Cromwell LLP
1870 Embarcadero Road
Palo Alto, CA 94303
Attn: John L. Savva
Fax: (650) 461-5700
if to Parent:
Concerto Software, Inc.
6 Technology Park Drive
Westford, MA 01886
Attn: General Counsel
Fax: (978) 952-0201
with a copy to:
Golden Gate Private Equity, Inc.
One Embarcadero Center, 33rd Floor
San _____________
CONCERTO SOFTWARE, INC. – of this Agreement.
[Remainder of page intentionally left blank.]
7
IN WITNESS WHEREOF, Parent and Stockholder have caused this Agreement to be executed as of the date first written above.
CONCERTO SOFTWARE, INC.
By:
/s/ James D. Foy
Name:
James D. Foy
Title:
President and Chief Executive Officer
STOCKHOLDER:
VISTA EQUITY FUND II, L.P.
By: VEFIIGP, LLC, its Managing General Partner
_____________
Concerto Software, Inc. – TO VOTE STOCK OF
ASPECT COMMUNICATIONS CORPORATION
The undersigned stockholder of Aspect Communications Corporation, a California corporation (the Company), hereby irrevocably appoints the members of the Board of Directors of Concerto Software, Inc. , a Delaware corporation (Parent), and each of them, or any other designee of Parent, as the sole and exclusive attorneys and proxies of the undersigned, with full power of _____________
dt 1313960
;
|
Concerto
As referenced in this Voting Agreement:
Concerto Software, Inc. – EX-99.2 3 f10669exv99w2.htm EXHIBIT 99.2
Exhibit 99.2
VOTING AGREEMENT
THIS VOTING AGREEMENT (this Agreement) is entered into as of July 5, 2005, by and between Concerto Software, Inc. , a Delaware corporation (Parent), and Vista Equity Fund II, L.P. (Stockholder).
RECITALS
A. Stockholder Owns certain shares of Series B Convertible Preferred Stock of Aspect Communications Corporation, a _____________
Concerto Software, Inc. – a copy (which shall not constitute notice) to:
Sullivan & Cromwell LLP
1870 Embarcadero Road
Palo Alto, CA 94303
Attn: John L. Savva
Fax: (650) 461-5700
if to Parent:
Concerto Software, Inc.
6 Technology Park Drive
Westford, MA 01886
Attn: General Counsel
Fax: (978) 952-0201
with a copy to:
Golden Gate Private Equity, Inc.
One Embarcadero Center, 33rd Floor
San _____________
CONCERTO SOFTWARE, INC. – of this Agreement.
[Remainder of page intentionally left blank.]
7
IN WITNESS WHEREOF, Parent and Stockholder have caused this Agreement to be executed as of the date first written above.
CONCERTO SOFTWARE, INC.
By:
/s/ James D. Foy
Name:
James D. Foy
Title:
President and Chief Executive Officer
STOCKHOLDER:
VISTA EQUITY FUND II, L.P.
By: VEFIIGP, LLC, its Managing General Partner
_____________
Concerto Software, Inc. – TO VOTE STOCK OF
ASPECT COMMUNICATIONS CORPORATION
The undersigned stockholder of Aspect Communications Corporation, a California corporation (the Company), hereby irrevocably appoints the members of the Board of Directors of Concerto Software, Inc. , a Delaware corporation (Parent), and each of them, or any other designee of Parent, as the sole and exclusive attorneys and proxies of the undersigned, with full power of _____________
dt 1313967
|
| Preview
Full Doc
 | 2005 |
Voting Agreement
Voting Agreement (26K)
Doc #1213271: Click preview link for longer preview.
VOTING AGREEMENT
THIS VOTING AGREEMENT (this �Agreement�) is entered into as of July 5, 2005, by and between Concerto Software, Inc., a Delaware corporation (�Parent�), and Vista Equity Fund II, L.P. (�Stockholder�).
RECITALS
A. Stockholder Owns certain shares of Series B Convertible Preferred Stock of Aspect Communications Corporation, a California corporation (the �Company�).
B. Parent, Ascend Merger Sub, Inc., a California corporation (�Merger Sub�), and the Company are . . .
1213271
|
Concerto
As referenced in this Voting Agreement:
Concerto Software, Inc. – EX-2.2 3 f10465exv2w2.htm EXHIBIT 2.2
Exhibit 2.2
VOTING AGREEMENT
THIS VOTING AGREEMENT (this Agreement) is entered into as of July 5, 2005, by and between Concerto Software, Inc. , a Delaware corporation (Parent), and Vista Equity Fund II, L.P. (Stockholder).
RECITALS
A. Stockholder Owns certain shares of Series B Convertible Preferred Stock of Aspect Communications Corporation, a _____________
Concerto Software, Inc. – a copy (which shall not constitute notice) to:
Sullivan & Cromwell LLP
1870 Embarcadero Road
Palo Alto, CA 94303
Attn: John L. Savva
Fax: (650) 461-5700
if to Parent:
Concerto Software, Inc.
6 Technology Park Drive
Westford, MA 01886
Attn: General Counsel
Fax: (978) 952-0201
with a copy to:
Golden Gate Private Equity, Inc.
One Embarcadero Center, 33rd Floor
San _____________
CONCERTO SOFTWARE, INC. – of this Agreement.
[Remainder of page intentionally left blank.]
7
IN WITNESS WHEREOF, Parent and Stockholder have caused this Agreement to be executed as of the date first written above.
CONCERTO SOFTWARE, INC.
By:
/s/ James D. Foy
Name:
James D. Foy
Title:
President and Chief Executive Officer
STOCKHOLDER:
VISTA EQUITY FUND II, L.P.
By: VEFIIGP, LLC, its Managing General Partner
_____________
Concerto Software, Inc. – TO VOTE STOCK OF
ASPECT COMMUNICATIONS CORPORATION
The undersigned stockholder of Aspect Communications Corporation, a California corporation (the Company), hereby irrevocably appoints the members of the Board of Directors of Concerto Software, Inc. , a Delaware corporation (Parent), and each of them, or any other designee of Parent, as the sole and exclusive attorneys and proxies of the undersigned, with full power of _____________
dt 1313961
;
|
Concerto
As referenced in this Voting Agreement:
Concerto Software, Inc. – EX-2.2 3 f10465exv2w2.htm EXHIBIT 2.2
Exhibit 2.2
VOTING AGREEMENT
THIS VOTING AGREEMENT (this Agreement) is entered into as of July 5, 2005, by and between Concerto Software, Inc. , a Delaware corporation (Parent), and Vista Equity Fund II, L.P. (Stockholder).
RECITALS
A. Stockholder Owns certain shares of Series B Convertible Preferred Stock of Aspect Communications Corporation, a _____________
Concerto Software, Inc. – a copy (which shall not constitute notice) to:
Sullivan & Cromwell LLP
1870 Embarcadero Road
Palo Alto, CA 94303
Attn: John L. Savva
Fax: (650) 461-5700
if to Parent:
Concerto Software, Inc.
6 Technology Park Drive
Westford, MA 01886
Attn: General Counsel
Fax: (978) 952-0201
with a copy to:
Golden Gate Private Equity, Inc.
One Embarcadero Center, 33rd Floor
San _____________
CONCERTO SOFTWARE, INC. – of this Agreement.
[Remainder of page intentionally left blank.]
7
IN WITNESS WHEREOF, Parent and Stockholder have caused this Agreement to be executed as of the date first written above.
CONCERTO SOFTWARE, INC.
By:
/s/ James D. Foy
Name:
James D. Foy
Title:
President and Chief Executive Officer
STOCKHOLDER:
VISTA EQUITY FUND II, L.P.
By: VEFIIGP, LLC, its Managing General Partner
_____________
Concerto Software, Inc. – TO VOTE STOCK OF
ASPECT COMMUNICATIONS CORPORATION
The undersigned stockholder of Aspect Communications Corporation, a California corporation (the Company), hereby irrevocably appoints the members of the Board of Directors of Concerto Software, Inc. , a Delaware corporation (Parent), and each of them, or any other designee of Parent, as the sole and exclusive attorneys and proxies of the undersigned, with full power of _____________
dt 1313968
|
| Preview
Full Doc
 | 2005 |
Voting Agreement
Voting Agreement (26K)
Doc #1213276: Click preview link for longer preview.
VOTING AGREEMENT
THIS VOTING AGREEMENT (this �Agreement�) is entered into as of July 5, 2005, by and between Concerto Software, Inc., a Delaware corporation (�Parent�), and Vista Equity Fund II, L.P. (�Stockholder�).
RECITALS
A. Stockholder Owns certain shares of Series B Convertible Preferred Stock of Aspect Communications Corporation, a California corporation (the �Company�).
B. . . .
1213276
|
Concerto
As referenced in this Voting Agreement:
Concerto Software, Inc. – Agreement
EX-99.C 2 ex-c.htm VOTING AGREEMENT
Exhibit C
VOTING AGREEMENT
THIS VOTING AGREEMENT (this Agreement) is entered into as of July 5, 2005, by and between Concerto Software, Inc. , a Delaware corporation (Parent), and Vista Equity Fund II, L.P. (Stockholder).
RECITALS
A. Stockholder Owns certain shares of Series B Convertible Preferred Stock of Aspect Communications Corporation, a _____________
Concerto Software, Inc. – a copy (which shall not constitute notice) to:
Sullivan & Cromwell LLP
1870 Embarcadero Road
Palo Alto, CA 94303
Attn: John L. Savva
Fax: (650) 461-5700
if to Parent:
Concerto Software, Inc.
6 Technology Park Drive
Westford, MA 01886
Attn: General Counsel
Fax: (978) 952-0201
with a copy to:
Golden Gate Private Equity, Inc.
One Embarcadero Center, 33rd Floor
San _____________
CONCERTO SOFTWARE, INC. – of this Agreement.
[Remainder of page intentionally left blank.]
7
IN WITNESS WHEREOF, Parent and Stockholder have caused this Agreement to be executed as of the date first written above.
CONCERTO SOFTWARE, INC.
By:
/s/ James D. Foy
Name: James D. Foy
Title: President and Chief Executive Officer
STOCKHOLDER:
VISTA EQUITY FUND II, L.P.
By: VEFIIGP, LLC, its Managing General Partner
_____________
Concerto Software, Inc. – TO VOTE STOCK OF
ASPECT COMMUNICATIONS CORPORATION
The undersigned stockholder of Aspect Communications Corporation, a California corporation (the Company), hereby irrevocably appoints the members of the Board of Directors of Concerto Software, Inc. , a Delaware corporation (Parent), and each of them, or any other designee of Parent, as the sole and exclusive attorneys and proxies of the undersigned, with full power of _____________
dt 1313963
;
|
Concerto
As referenced in this Voting Agreement:
Concerto Software, Inc. – Agreement
EX-99.C 2 ex-c.htm VOTING AGREEMENT
Exhibit C
VOTING AGREEMENT
THIS VOTING AGREEMENT (this Agreement) is entered into as of July 5, 2005, by and between Concerto Software, Inc. , a Delaware corporation (Parent), and Vista Equity Fund II, L.P. (Stockholder).
RECITALS
A. Stockholder Owns certain shares of Series B Convertible Preferred Stock of Aspect Communications Corporation, a _____________
Concerto Software, Inc. – a copy (which shall not constitute notice) to:
Sullivan & Cromwell LLP
1870 Embarcadero Road
Palo Alto, CA 94303
Attn: John L. Savva
Fax: (650) 461-5700
if to Parent:
Concerto Software, Inc.
6 Technology Park Drive
Westford, MA 01886
Attn: General Counsel
Fax: (978) 952-0201
with a copy to:
Golden Gate Private Equity, Inc.
One Embarcadero Center, 33rd Floor
San _____________
CONCERTO SOFTWARE, INC. – of this Agreement.
[Remainder of page intentionally left blank.]
7
IN WITNESS WHEREOF, Parent and Stockholder have caused this Agreement to be executed as of the date first written above.
CONCERTO SOFTWARE, INC.
By:
/s/ James D. Foy
Name: James D. Foy
Title: President and Chief Executive Officer
STOCKHOLDER:
VISTA EQUITY FUND II, L.P.
By: VEFIIGP, LLC, its Managing General Partner
_____________
Concerto Software, Inc. – TO VOTE STOCK OF
ASPECT COMMUNICATIONS CORPORATION
The undersigned stockholder of Aspect Communications Corporation, a California corporation (the Company), hereby irrevocably appoints the members of the Board of Directors of Concerto Software, Inc. , a Delaware corporation (Parent), and each of them, or any other designee of Parent, as the sole and exclusive attorneys and proxies of the undersigned, with full power of _____________
dt 1313970
|