REGISTRATION RIGHTS AGREEMENT dated as of November 3, 1998 between APRIA HEALTHCARE GROUP INC. and RELATIONAL INVESTORS, LLC, ON BEHALF OF THE ENTITIES NAMED HEREINRegistration Rights Agreement • November 23rd, 1998 • Relational Investors LLC • Services-home health care services • California
Exhibit 6 LOCK-UP AGREEMENTLock-Up Agreement • July 24th, 2000 • Relational Investors LLC • Instruments for meas & testing of electricity & elec signals
The undersigned understands that Thomas Weisel Partners ("TWP") as a "market maker," as defined in Sections 3(a)(38) of the Securities Exchange Act of 1934, is prepared to act in the capacity of a block positioner with respect to the purchase from the undersigned in accordance with Rule 144 under the Securities Act of 1933 of 3,250,000 shares of common stock, without par value (the "Common Stock"), of Tektronix, Inc., an Oregon corporation (the "Company"), and the undersigned represents and warrants that it has the power of disposition with respect to such shares of Common Stock, as well as an additional 1,343,884 shares of the Company's Common Stock. In recognition of the benefit that such a transaction will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with you that, during the period from the date hereof until the beginning of the second trading day following the Compan
BACKGROUNDStock Purchase Agreement • April 22nd, 1999 • Relational Investors LLC • Services-home health care services • Delaware
Exhibit 5 EXECUTION COPY STANDSTILL AGREEMENT dated as of July 6, 1999 (this "Agreement"), among TEKTRONIX, INC., an Oregon corporation (the "Company"), RELATIONAL INVESTORS, L.P., a Delaware limited partnership, RELATIONAL FUND PARTNERS, L.P., a...Execution Copy • July 6th, 1999 • Relational Investors LLC • Instruments for meas & testing of electricity & elec signals • Oregon
JOINT FILING AGREEMENTJoint Filing Agreement • August 14th, 2014 • Relational Investors LLC • Ball & roller bearings
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.00 par value, of The Timken Company and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 14th day of August, 2014.
STANDBY PURCHASE AGREEMENT dated as of November 3, 1998 between APRIA HEALTHCARE GROUP INC. and RELATIONAL INVESTORS, LLC, ON BEHALF OF THE ENTITIES NAMED HEREIN $50,000,000 10% Convertible Subordinated Debentures due 2004Standby Purchase Agreement • November 23rd, 1998 • Relational Investors LLC • Services-home health care services • California
CUSTOMER AGREEMENTCustomer Agreement • March 29th, 1999 • Relational Investors LLC • Instruments for meas & testing of electricity & elec signals • New York
Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-l(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments...Joint Filing Agreement • March 29th, 1999 • Relational Investors LLC • Instruments for meas & testing of electricity & elec signals
In accordance with Rule 13d-l(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, no par value, of Tektronix, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 29th of March, 1999.
JOINT FILING AGREEMENTJoint Filing Agreement • May 6th, 2013 • Relational Investors LLC • Metalworkg machinery & equipment
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $10.00 par value, of SPX Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 6th day of May, 2013.
SETTLEMENT AGREEMENTSettlement Agreement • March 28th, 2006 • Relational Investors LLC • Savings institution, federally chartered • New York
SETTLEMENT AGREEMENT, dated as of March 22, 2006 (“Agreement”), by and among Relational Holdings, LLC, a Delaware limited liability company (“Holdings”), Relational Group, LLC, a Delaware limited liability company (“Group”), Relational Investors LLC, a Delaware limited liability company (“Relational”), Ralph V. Whitworth (“Whitworth”), David H. Batchelder (“Batchelder”), and each of the investment partnerships controlled by Relational and identified on Annex A hereto (collectively, the “Funds” and, together with Holdings, Group, Relational, Whitworth and Batchelder, the “Relational Group”), on the one hand, and Sovereign Bancorp, Inc., a Pennsylvania corporation (“Sovereign” or the “Company”), on the other.
Exhibit BRelational Investors LLC • May 26th, 2005 • Savings institution, federally chartered • New York
The following is the form of Customer Agreement entered into by certain of the Reporting Persons, although there may be minor variations between or among the agreements executed.
JOINT FILING AGREEMENTJoint Filing Agreement • December 20th, 2013 • Relational Investors LLC • X-ray apparatus & tubes & related irradiation apparatus
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $10.00 par value, of SPX Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 20th day of December, 2013.
RECITALSStockholder Agreement • February 6th, 1998 • Relational Investors LLC • Services-home health care services • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • July 3rd, 2013 • Relational Investors LLC • Ball & roller bearings
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.00 par value, of The Timken Company and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 3rd day of July, 2013.
Exhibit B JOINT FILING AGREEMENTJoint Filing Agreement • April 8th, 2009 • Relational Investors LLC • Household audio & video equipment
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $.01 par value, of Harman International Industries, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 8th day of April, 2009.
JOINT FILING AGREEMENTJoint Filing Agreement • June 25th, 2012 • Relational Investors LLC • Pumps & pumping equipment
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $1.25 par value, of Flowserve Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 25th day of June, 2012.
JOINT FILING AGREEMENTJoint Filing Agreement • May 15th, 2009 • Relational Investors LLC • State commercial banks
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.001 par value, of Guaranty Bancorp and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 15th day of May, 2009.
JOINT FILING AGREEMENTJoint Filing Agreement • May 24th, 2012 • Relational Investors LLC • Industrial instruments for measurement, display, and control
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $.20 par value, of Esterline Technologies Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 14th day of May 2012.
Exhibit B JOINT FILING AGREEMENTJoint Filing Agreement • June 22nd, 2011 • Relational Investors LLC • Radio & tv broadcasting & communications equipment
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $.01 par value, of L-3 Communications Holdings, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 22nd day of June, 2011.
SHAREHOLDER AGREEMENTShareholder Agreement • October 15th, 2008 • Relational Investors LLC • Savings institution, federally chartered • Pennsylvania
SHAREHOLDER AGREEMENT dated as of October 13, 2008 (the “Agreement”) between Banco Santander S.A., a Spanish sociedad anónima (“Parent”), and each of the individuals or entities listed on a signature page hereto (each, a “Shareholder”).
Exhibit B JOINT FILING AGREEMENTJoint Filing Agreement • December 9th, 2010 • Relational Investors LLC • Services-commercial physical & biological research
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value, of Charles River Laboratories International, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 9th day of December, 2010.
Reference is made to the Settlement Agreement, dated as of March 22, 2006 (the “Settlement Agreement”), by and among Relational Holdings, LLC, Relational Investors LLC, Ralph V. Whitworth, David H. Batchelder, certain investment partnerships...Relational Investors LLC • October 15th, 2008 • Savings institution, federally chartered
This letter confirms Sovereign’s waiver, effective as of October 13, 2008 and as approved by Sovereign’s Board of Directors, of any provision of the Settlement Agreement (including Section 4 thereof) that prohibits, conflicts with or relates to the entry by Relational into the Shareholder Agreement, dated as of October 13, 2008, with Banco Santander S.A. (“Santander”) in connection with the transactions contemplated by the Transaction Agreement, dated as of October 13, 2008, by and between Sovereign and Santander. Except as set forth herein, all of the parties’ respective rights and obligations under the Settlement Agreement remain in full force and effect.
JOINT FILING AGREEMENTJoint Filing Agreement • August 5th, 2013 • Relational Investors LLC • Ball & roller bearings
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.00 par value, of The Timken Company and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 5th day of August, 2013.
RESTATED SHAREHOLDER AGREEMENTShareholder Agreement • November 25th, 2008 • Relational Investors LLC • Savings institution, federally chartered • Pennsylvania
RESTATED SHAREHOLDER AGREEMENT dated as of November 21, 2008 and effective as of October 13, 2008 (the “Agreement”) between Banco Santander S.A., a Spanish sociedad anónima (“Parent”), and each of the individuals or entities listed on a signature page hereto (each, a “Shareholder”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 17th, 2012 • Relational Investors LLC • Semiconductors & related devices
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.001 par value, of PMC-Sierra, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 17th day of January 2012.
Exhibit B JOINT FILING AGREEMENTJoint Filing Agreement • May 14th, 2009 • Relational Investors LLC • Accident & health insurance
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $.10 par value, of Unum Group and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 14th day of May, 2009.
JOINT FILING AGREEMENTJoint Filing Agreement • November 28th, 2012 • Relational Investors LLC • Ball & roller bearings
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.00 par value, of The Timken Company and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 28th day of November, 2012.
JOINT FILING AGREEMENTJoint Filing Agreement • October 13th, 2011 • Relational Investors LLC • Household audio & video equipment
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.01 par value, of Harman International Industries, Incorporated. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 13th day of October, 2011.
EXHIBIT 6 LETTER AGREEMENT BETWEEN NUEVO ENERGY OMPANY AND RELATIONAL INVESTORS, LLC, DATED MARCH 29, 2000. [Letterhead of Nuevo Energy Company] March 29, 2000 Relational Investors, LLC 4330 La Jolla Village Drive Suite 200 San Diego, CA 92212 Re:...Letter Agreement • June 27th, 2000 • Relational Investors LLC • Crude petroleum & natural gas
Relational Investors, LLC ("Relational") recently requested that Nuevo Energy Company ("Company") consider the termination of the March 1, 1999 Letter Agreement between Relational and the Company ("Letter Agreement"). Among other things, the Letter Agreement sets out the duties and obligations of each party upon election to the Board of a director proposed by Relational. The letter Agreement further required that the director submit an undated letter of resignation.
If you are in agreement with the foregoing, please so indicate by signing and returning one copy of this letter agreement, which will constitute our agreement with respect to the matters set forth herein. This letter agreement may be executed in two...Letter Agreement • March 2nd, 1999 • Relational Investors LLC • Crude petroleum & natural gas • Delaware
Exhibit C JOINT FILING AGREEMENTJoint Filing Agreement • May 26th, 2005 • Relational Investors LLC • Savings institution, federally chartered
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, no par value, of Sovereign Bancorp, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 25th day of May, 2005.
JOINT FILING AGREEMENTJoint Filing Agreement • March 13th, 2015 • Relational Investors LLC • Industrial instruments for measurement, display, and control
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.20 par value, of Esterline Technologies Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 13th day of March 2015.
JOINT FILING AGREEMENTJoint Filing Agreement • October 20th, 2005 • Relational Investors LLC • Savings institution, federally chartered
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, no par value, of Sovereign Bancorp, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 19th day of October, 2005.
JOINT FILING AGREEMENTJoint Filing Agreement • August 1st, 2013 • Relational Investors LLC • Semiconductors & related devices
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.001 par value, of PMC-Sierra, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 1st day of August 2013.
Exhibit C JOINT FILING AGREEMENTJoint Filing Agreement • November 15th, 2004 • Relational Investors LLC • Metalworkg machinery & equipment
In accordance with Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $10.00 par value, of SPX Corporation and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement this 15th day of November, 2004.
