ESCROW AGREEMENT Escrow Agreement dated as of November [__], 2007 (the "AGREEMENT DATE") among (i) SCHULTE ROTH & ZABEL LLP ("SRZ"); (ii) LENDERS that are signatories hereto (collectively, the "LENDERS"); (iii) EARTH BIOFUELS, INC., a Delaware...Escrow Agreement • November 13th, 2007 • Sandell Asset Management Corp • Industrial organic chemicals • New York
CASTLERIGG MASTER INVESTMENTS LTD. c/o Sandell Asset Management Corp. 40 West 57th Street 26th Floor New York, New York 10019Securities Purchase Agreement • November 13th, 2007 • Sandell Asset Management Corp • Industrial organic chemicals
FINAL EXECUTION SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (the "AGREEMENT"), dated as of August 19, 2008, by and among PNG Ventures, Inc., a Nevada corporation, with headquarters located at 3001 Knox Street, suite 403, Dallas, Texas...Securities Purchase Agreement • August 21st, 2008 • Sandell Asset Management Corp • Blank checks • New York
DRAFT 11/9/2007 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (the "GUARANTY") is executed as of November [__], 2007, by the entities listed on the SCHEDULE OF EBOF SUBSIDIARIES attached hereto as EXHIBIT A (each, a "GUARANTOR," and collectively, the...Guaranty Agreement • November 13th, 2007 • Sandell Asset Management Corp • Industrial organic chemicals • New York
CONSULTING SERVICES AGREEMENT THIS AGREEMENT is made and entered into this 4th day of December, 2008 by and between EATON GROUP, INC., a Texas corporation, with offices at 2 Eaton Court, Houston, TX 77024 ("Consultant") and SANDELL ASSET MANAGEMENT...Consulting Services Agreement • December 9th, 2008 • Sandell Asset Management Corp • Natural gas transmission • New York
AGREEMENTConfidentiality Agreement • January 10th, 2008 • Sandell Asset Management Corp • Services-business services, nec • New York
Agreement (this "Agreement") dated January 4, 2008 between JANA Partners LLC, a Delaware limited liability company ("JANA", "we" or "us") on behalf of funds and accounts under its management and control and Sandell Asset Management Corp., a Delaware corporation ("Sandell"), relating to investments in and activities related to CNET Networks, Inc. ("CNET").
Draft 11/12/2007 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT") is made on November __, 2007 between Cranshire Capital L.P. ("SELLER") and Castlerigg Master Investments Ltd. ("BUYER"). WHEREAS, pursuant to the...Securities Purchase Agreement • November 13th, 2007 • Sandell Asset Management Corp • Industrial organic chemicals • New York
SUBORDINATION AND INTERCREDITOR AGREEMENT THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this "AGREEMENT") is entered into as of this August 19, 2008, by and among the noteholders under the Subordinated Debt Documents (as defined herein) being...Subordination and Intercreditor Agreement • August 21st, 2008 • Sandell Asset Management Corp • Blank checks • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED AGREEMENT This Amendment No. 1, dated July 29, 2009, between Fair Isaac Corporation, a Delaware corporation (the "Company"), on the one hand, and Sandell Asset Management Corp., a Cayman Islands exempted company...Amended and Restated Agreement • July 29th, 2009 • Sandell Asset Management Corp • Services-business services, nec
Page 18 of 27 Pages APPENDIX II JOINT FILING AGREEMENTJoint Filing Agreement • November 8th, 2004 • Sandell Asset Management Corp • Miscellaneous electrical machinery, equipment & supplies
Draft 11/12/2007 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT") is made on November __, 2007 between Evolution Master Fund Ltd. SPC, Segregated Portfolio M ("SELLER") and Castlerigg Master Investments Ltd....Securities Purchase Agreement • November 13th, 2007 • Sandell Asset Management Corp • Industrial organic chemicals • New York
AGREEMENTAgreement • April 27th, 2007 • Sandell Asset Management Corp • Services-computer processing & data preparation • Delaware
Draft 11/12/2007 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT") is made on November __, 2007 between Kings Road Investments Ltd. ("SELLER") and Castlerigg Master Investments Ltd. ("BUYER"). WHEREAS, pursuant to the...Securities Purchase Agreement • November 13th, 2007 • Sandell Asset Management Corp • Industrial organic chemicals • New York
RECITALSDirector Nomination Agreement • February 26th, 2008 • Sandell Asset Management Corp • Services-prepackaged software • Delaware
Joint Filing Agreement, dated April 24, 2014 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • April 24th, 2014 • Sandell Asset Management Corp • Retail-eating places
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.
EXHIBIT C AGREEMENTAgreement • December 11th, 2007 • Sandell Asset Management Corp • Services-business services, nec • Delaware
TERMINATION AGREEMENTTermination Agreement • June 19th, 2008 • Sandell Asset Management Corp • Services-business services, nec
JANA Partners LLC, a Delaware limited liability company ("JANA"), on behalf of funds and accounts under its management and control, and Sandell Asset Management Corp., a Delaware corporation ("Sandell") hereby agree that, effective as of the date hereof, the Agreement, dated January 4, 2008 between JANA and Sandell (the "January 4 Agreement") is terminated, provided only that the obligation of Sandell under the January 4 Agreement to reimburse JANA for certain expenses shall survive until the payment by Sandell of all such expenses.
AMENDED AND RESTATED AGREEMENT THIS AMENDED AND RESTATED AGREEMENT ("Agreement"), dated the 4th day of December, 2008 ("Effective Date"), is made by and between Fair Isaac Corporation, a Delaware corporation (the "Company"), on the one hand, and...Agreement • December 9th, 2008 • Sandell Asset Management Corp • Services-business services, nec • Delaware
Joint Filing Agreement PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • July 1st, 2015 • Sandell Asset Management Corp • Retail-eating places
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • June 9th, 2014 • Sandell Asset Management Corp • Motor vehicle parts & accessories
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.
RECITALSInterim Restructuring Agreement • November 13th, 2007 • Sandell Asset Management Corp • Industrial organic chemicals • New York
SYBASE AND SANDELL ASSET MANAGEMENT REACH AGREEMENT COMPANY TO COMMENCE $300 MILLION MODIFIED "DUTCH AUCTION" SELF-TENDER OFFER SANDELL AGREES TO SUPPORT SYBASE DIRECTORS AND ABIDE BY CERTAIN STANDSTILL PROVISIONS THROUGH 2009 ANNUAL MEETING DUBLIN,...Agreement • February 26th, 2008 • Sandell Asset Management Corp • Services-prepackaged software
CASH BONUS UNITS AGREEMENT This agreement (the "AGREEMENT") is made and entered into as of December 4, 2008 between Sandell Asset Management Corp. ("SANDELL") and Stephen Beasley (the "CONSULTANT"). W I T N E S S E T H: - - - - - - - - - - WHEREAS,...Cash Bonus Units Agreement • December 9th, 2008 • Sandell Asset Management Corp • Natural gas transmission • New York
SOUTHERN UNION AND SANDELL ASSET MANAGEMENT REACH AGREEMENT HOUSTON, TEXAS. (MARCH 5, 2009) - Southern Union Company (NYSE: SUG) and Sandell Asset Management Corp. ("Sandell"), affiliates of which own 8.6% of the Company's outstanding shares, today...Settlement Agreement • March 9th, 2009 • Sandell Asset Management Corp • Natural gas transmission
AMENDMENT AGREEMENTAmendment Agreement • July 13th, 2007 • Sandell Asset Management Corp • Industrial organic chemicals • Delaware
AMENDMENT AGREEMENT (the "Agreement"), dated as of December 29, 2006, by and among Apollo Resources International, Inc., a Utah corporation, with its corporate headquarters located at 3001 Knox Street, Suite 407, Dallas, Texas 75205 (the "Company"), and Castlerigg Master Investments Ltd. (the "Investor").
Joint Filing Agreement PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • September 1st, 2015 • Sandell Asset Management Corp • Semiconductors & related devices
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.
Sandell Asset Management Corp., Castlerigg Master Investments Ltd., Castlerigg International Limited, Castlerigg International Holdings Limited, Castlerigg Offshore Holdings, Ltd., Castlerigg Active Investment Fund, Ltd., Castlerigg Active Investment...Proxy Solicitation Agreement • September 15th, 2015 • Sandell Asset Management Corp • Wood household furniture, (no upholstered)
Sandell Asset Management Corp., together with the entities and individuals identified below (collectively, the “Participants”), are anticipated to be, or may be deemed to be, participants in a solicitation of proxies from the stockholders of Ethan Allen Interiors Inc. (the “Company”) in connection with the Company’s 2015 annual meeting of stockholders (the “Proxy Solicitation”).
JOINDER TO JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2011 • Sandell Asset Management Corp • Services-business services, nec
The undersigned hereby agrees to join as a party to that certain Joint Filing Agreement, dated as of August 19, 2011, among Castlerigg Master Investments Ltd., Sandell Asset Management Corp., Castlerigg International Limited, Castlerigg International Holdings Limited, Castlerigg Offshore Holdings, Ltd. and Thomas Sandell (the “Reporting Persons”). The above referenced Joint Filing Agreement was filed with the Securities and Exchange Commission on August 19, 2011 as Exhibit A to the Schedule 13G filed by the Reporting Persons.
SETTLEMENT AGREEMENTSettlement Agreement • October 1st, 2015 • Sandell Asset Management Corp • Semiconductors & related devices • Delaware
This Settlement Agreement is made and entered into as of September 30, 2015 (the "Agreement") by and among Viavi Solutions, Inc., a Delaware corporation (the "Company"), and each of the parties listed on Exhibit A hereto (each, an "Investor" and collectively, the "Investors"). The Company and the Investors are referred to herein as the "Parties."
RECITALSMarch 5 Agreement • March 9th, 2009 • Sandell Asset Management Corp • Natural gas transmission • Delaware
Joint Filing Agreement PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • August 18th, 2015 • Sandell Asset Management Corp • Wood household furniture, (no upholstered)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows that such information is inaccurate.
