Item 5. Other Information
Item 5. Other Information
During the three months ended December 31, 2023, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.
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Item 6. Exhibits
The following documents are filed as a part of this report:
Exhibit
Number Description Report or Registration Statement Exhibit Reference
10. 1
P urchase Agreement, dated November 28, 2023, by and among the Company as seller, Rocket Software, Inc., as buyer, and Rocket Software UK Limited .
Company’s Form 8-K/A, filed December 1, 2023
Exhibit 10.1
10.2
S econd Amendment to Fourth Amended and Restated Credit Agre ement, dated December 19, 2023, by and among Open Text ULC, Open Text Inc . and the Company, as borrowers, the gua rantors party thereto, each of the lenders party thereto, Barclays Bank PLC, as administrat ive agent, collateral agent and swing line l ender and Royal Bank of Canada as documentary credit len der.
Company’s Form 8-K, filed December 21, 2023
Exhibit 10.1
31.1
Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2
Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS XBRL instance document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH Inline XBRL taxonomy extension schema.
101.CAL Inline XBRL taxonomy extension calculation linkbase.
101.DEF Inline XBRL taxonomy extension definition linkbase.
101.LAB Inline XBRL taxonomy extension label linkbase.
101.PRE Inline XBRL taxonomy extension presentation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
OPEN TEXT CORPORATION
Date: February 1, 2024
By: /s/ MARK J. BARRENECHEA
Mark J. Barrenechea
Vice Chair, Chief Executive Officer and Chief Technology Officer
(Principal Executive Officer)
/s/ MADHU RANGANATHAN
Madhu Ranganathan
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ COSMIN BALOTA
Cosmin Balota
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.