Accipiter Capital Management, LLC Sample Contracts

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SETTLEMENT AGREEMENT
Settlement Agreement • September 8th, 2010 • Accipiter Capital Management, LLC • Services-testing laboratories • New York

THIS SETTLEMENT AGREEMENT (“Agreement”), dated as of September 3, 2010, is made by and between Orchid Cellmark Inc., a Delaware corporation (“ORCH” or the “Company”), and the entities and natural persons listed on Schedule A hereto (collectively, the “Accipiter Group”) (each of the Company and the Accipiter Group, a “Party” to this Agreement, and collectively, the “Parties”).

SETTLEMENT AGREEMENT
Settlement Agreement • January 28th, 2008 • Accipiter Capital Management, LLC • Local & suburban transit & interurban hwy passenger trans • Delaware

THIS SETTLEMENT AGREEMENT (this “Agreement”), dated January 25, 2008, by and among Accipiter Life Sciences Fund, LP, a Delaware limited partnership, Accipiter Life Sciences Fund II, LP, a Delaware limited partnership, Accipiter Life Sciences Fund (Offshore), Ltd., a Cayman Islands company, Accipiter Life Sciences Fund II (Offshore), Ltd., a Cayman Islands company, Accipiter Life Sciences Fund II (QP), LP, a Delaware limited partnership, Accipiter Capital Management, LLC, a Delaware limited liability company, Candens Capital, LLC, a Delaware limited liability company, Gabe Hoffman (collectively, “Accipiter”), Eugene I. Davis, Earl P. Holland, (each of Mr. Davis and Mr. Holland, as well as any individuals appointed as their substitutes or successors pursuant to Section 3.3(a) of this Agreement, an “Accipiter Nominee” and together, the “Accipiter Nominees”) and Rural/Metro Corporation, a Delaware corporation (the “Company”).

JOINT FILING AGREEMENT
Joint Filing Agreement • March 10th, 2010 • Accipiter Capital Management, LLC • Services-testing laboratories

In accordance with Rule 13d-1(k)(1)(iii) 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 additional amendments thereto) with respect to the Common Stock, $0.001 par value per share, of Orchid Cellmark Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • January 28th, 2008 • Accipiter Capital Management, LLC • Local & suburban transit & interurban hwy passenger trans

In accordance with Rule 13d-1(k)(1)(iii) 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 Amendment No. 8 to the Schedule 13D originally filed on September 5, 2006 (including additional amendments thereto) with respect to the Common Stock of Rural/Metro Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • July 10th, 2015 • Accipiter Capital Management, LLC • Bituminous coal & lignite mining

In accordance with Rule 13d-1(k)(1)(iii) 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 13G dated July 10, 2015 (including amendments thereto) with respect to the Common Units of Foresight Energy LP. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • May 28th, 2013 • Accipiter Capital Management, LLC • Accident & health insurance

In accordance with Rule 13d-1(k)(1)(iii) 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 shares of Class B Common Stock, $1.00 par value per share, of Triple-S Management Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AGREEMENT
Joint Filing Agreement • February 16th, 2010 • Accipiter Capital Management, LLC • Services-testing laboratories

The undersigned hereby agree that Amendment No. 7 to Statement on Schedule 13G dated February 16, 2010 with respect to the shares of Common Stock of Orchid Cellmark Inc., and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

JOINT FILING AGREEMENT
Joint Filing Agreement • February 7th, 2008 • Accipiter Capital Management, LLC • Services-home health care services

In accordance with Rule 13d-1(k)(1)(iii) 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 dated February 7, 2008 (including amendments thereto) with respect to the Common Stock of VistaCare, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • April 1st, 2010 • Accipiter Capital Management, LLC • Services-testing laboratories

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Orchid Cellmark Inc., a Delaware corporation (“ORCH” or the “Company”);

JOINT FILING AGREEMENT
Joint Filing Agreement • October 26th, 2009 • Accipiter Capital Management, LLC • Local & suburban transit & interurban hwy passenger trans

In accordance with Rule 13d-1(k)(1)(iii) 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 Amendment No. 10 to the Schedule 13D originally filed on September 5, 2006 (including additional amendments thereto) with respect to the Common Stock of Rural/Metro Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

JOINT FILING AND SOLICITATION AGREEMENT
Joint Filing and Solicitation Agreement • February 19th, 2008 • Accipiter Capital Management, LLC • Pharmaceutical preparations

WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Penwest Pharmaceuticals Co., a Washington corporation (“Penwest”);

JOINT FILING AGREEMENT
Joint Filing Agreement • September 8th, 2010 • Accipiter Capital Management, LLC • Services-testing laboratories

In accordance with Rule 13d-1(k)(1)(iii) 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 Amendment No. 2 to the Schedule 13D originally filed on March 10, 2010 (including additional amendments thereto) with respect to the Common Stock, $0.001 par value per share, of Orchid Cellmark Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

ACCIPITER LIFE SCIENCES FUND, LP 666 5th Avenue, 35th Floor New York, New York 10103
Accipiter Capital Management, LLC • April 1st, 2010 • Services-testing laboratories

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Orchid Cellmark Inc. (the “Company”) in connection with the proxy solicitation that Accipiter Life Sciences Fund, LP and its affiliates (collectively, the “Accipiter Group”) is considering undertaking to nominate and elect directors at the Company’s 2010 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Accipiter Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter will set forth the terms of our agreement.

JOINT FILING AGREEMENT
Joint Filing Agreement • October 5th, 2009 • Accipiter Capital Management, LLC • Local & suburban transit & interurban hwy passenger trans

In accordance with Rule 13d-1(k)(1)(iii) 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 Amendment No. 9 to the Schedule 13D originally filed on September 5, 2006 (including additional amendments thereto) with respect to the Common Stock of Rural/Metro Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

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