Corvex Management LP Sample Contracts

Amendment to Agreement
Amendment to Agreement • November 27th, 2013 • Corvex Management LP • Services-detective, guard & armored car services • New York

This Amendment to Agreement (this “Amendment”), dated as of November 24, 2013, is entered into by and among The ADT Corporation, a Delaware corporation (the “Company”), Keith A. Meister (“Designee”) and Corvex Management LP (together with Designee, the “Corvex Group”).

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SHARE REPURCHASE AGREEMENT
Share Repurchase Agreement • November 27th, 2013 • Corvex Management LP • Services-detective, guard & armored car services

THIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the 24th day of November, 2013 (the “Trade Date”), by and between Corvex Management LP, a Delaware limited partnership (the “Seller”) and The ADT Corporation, a Delaware corporation (the “Company”).

AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • May 9th, 2013 • Telephone communications (no radiotelephone)

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of tw telecom inc., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • October 25th, 2012 • Services-detective, guard & armored car services

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of The ADT Corporation, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • May 31st, 2017 • Crude petroleum & natural gas

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s beneficial ownership of securities of Energen Corporation, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • April 12th, 2013 • Real estate investment trusts

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of CommonWealth REIT, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

AGREEMENT
Agreement • February 12th, 2014 • Corvex Management LP • Real estate investment trusts • New York

THIS AGREEMENT, dated as of February 11, 2014 (this “Agreement”), is by and among Corvex Management LP (“Corvex”), Related Real Estate Recovery Fund, L.P. (“Related”) and EGI-CW Holdings, L.L.C., a Delaware limited liability company (“EGI”). Corvex, Related and EGI each are referred to herein as a “Party”, and collectively as the “Parties.”

AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • December 29th, 2014 • Real estate investment trusts

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of American Realty Capital Properties, Inc., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

JOINT FILING AGREEMENT
Joint Filing Agreement • February 16th, 2016 • Corvex Management LP • Retail-eating places

The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock, no par value, of Yum! Brands, Inc., dated as of February 16, 2016, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • November 19th, 2018 • Crude petroleum & natural gas

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s beneficial ownership of securities of Energen Corporation, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

AGREEMENT
Agreement • February 26th, 2013 • Corvex Management LP • Real estate investment trusts

THIS AGREEMENT, dated as of January 29, 2013, is by and between Corvex Management LP (“Corvex”) and Related Real Estate Recovery Fund, L.P. (“Related”).

AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • December 16th, 2013 • Natural gas transmission

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of The Williams Companies, Inc., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

AGREEMENT JOINT FILING OF SCHEDULE 13D
Agreement • May 16th, 2016 • Corvex Management LP • Radio broadcasting stations

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s beneficial ownership of securities of Pandora Media, Inc., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

STOCK PURCHASE AGREEMENT dated as of May 20, 2018 by and between CORVEX MANAGEMENT LP CORVEX MASTER FUND LP and CORVEX SELECT EQUITY MASTER FUND LP and HIGH RIVER LIMITED PARTNERSHIP ICAHN PARTNERS LP and ICAHN PARTNERS MASTER FUND LP with respect to...
Stock Purchase Agreement • May 21st, 2018 • Corvex Management LP • Crude petroleum & natural gas

This STOCK PURCHASE AGREEMENT, dated as of May 20, 2018, is made and entered into by and between HIGH RIVER LIMITED PARTNERSHIP, ICAHN PARTNERS LP, and ICAHN PARTNERS MASTER FUND LP (collectively, the “Icahn Group”), and CORVEX MANAGEMENT LP (“Corvex Management”), CORVEX MASTER FUND LP and CORVEX SELECT EQUITY MASTER FUND LP (collectively, the “Corvex Funds” and together with Corvex Management, “Corvex”). Capitalized terms not otherwise defined herein have the meanings set forth in Article IV.

JOINT FILING AGREEMENT
Joint Filing Agreement • October 31st, 2013 • Corvex Management LP • Title 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 additional amendments thereto) with respect to the shares of Common Stock, Class A, $0.0001 par value, of Fidelity National Financial, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • November 19th, 2014 • Natural gas transmission

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of The Williams Companies, Inc., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • March 8th, 2018 • Crude petroleum & natural gas

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s beneficial ownership of securities of Energen Corporation, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • December 19th, 2012 • Services-detective, guard & armored car services

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of The ADT Corporation, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

TERMINATION AGREEMENT
Termination Agreement • August 8th, 2014 • Corvex Management LP • Real estate investment trusts

Reference is made to that certain Agreement by and between Corvex Management LP (“Corvex”) and Related Real Estate Recovery Fund, L.P. (“Related”), dated as of January 29, 2013 (the “Original Agreement”). Pursuant to Section 5 of the Original Agreement, Corvex and Related hereby mutually agree to terminate the Original Agreement, effective immediately (the “Termination”). For the avoidance of doubt, Sections 3 and 7 of the Original Agreement shall survive the Termination.

AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • October 21st, 2019 • Computer peripheral equipment, nec

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s beneficial ownership of securities of Forescout Technologies, Inc., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • May 21st, 2018 • Crude petroleum & natural gas

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s beneficial ownership of securities of Energen Corporation, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

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AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • December 1st, 2011 • Communications services, nec

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of AboveNet, Inc., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

STOCK OPTION AGREEMENT dated as of May 20, 2018 by and between CORVEX MANAGEMENT LP CORVEX MASTER FUND LP and CORVEX SELECT EQUITY MASTER FUND LP and HIGH RIVER LIMITED PARTNERSHIP, ICAHN PARTNERS LP and ICAHN PARTNERS MASTER FUND LP with respect to...
Stock Option Agreement • May 21st, 2018 • Corvex Management LP • Crude petroleum & natural gas

This STOCK OPTION AGREEMENT, dated as of May 20, 2018, is made and entered into by and between HIGH RIVER LIMITED PARTNERSHIP, ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP (collectively, the “Icahn Group”), and CORVEX MANAGEMENT LP (“Corvex Management”), CORVEX MASTER FUND LP and CORVEX SELECT EQUITY MASTER FUND LP (collectively, the “Corvex Funds” and together with Corvex Management, “Corvex”). Capitalized terms not otherwise defined herein have the meanings set forth in Article IV.

JOINT FILING AGREEMENT
Joint Filing Agreement • July 1st, 2014 • Corvex Management LP • Title 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 additional amendments thereto) with respect to the shares of FNFV Group Common Stock, $0.0001 par value, of Fidelity National Financial, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • February 26th, 2013 • Real estate investment trusts

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of CommonWealth REIT, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

AGREEMENT
Agreement • April 5th, 2012 • Corvex Management LP • Services-facilities support management services • New York

In connection with the parties’ investments in Corrections Corporation of America, a Maryland corporation (“CCA”), Corvex Management LP (“Corvex”) and Marcato Capital Management LLC (“Marcato”, and each of Corvex and Marcato, an “Interested Party” and collectively, the “Interested Parties”) agree as follows:

AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • November 29th, 2013 • Services-detective, guard & armored car services

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of The ADT Corporation, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • January 31st, 2018 • Crude petroleum & natural gas

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s beneficial ownership of securities of Energen Corporation, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Joint Filing Agreement
Joint Filing Agreement • April 5th, 2012 • Corvex Management LP • Services-facilities support management services

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Corrections Corporation of America, dated as of April 4, 2012, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

VOTING AGREEMENT
Voting Agreement • October 25th, 2012 • Corvex Management LP • Services-detective, guard & armored car services • Delaware

THIS VOTING AGREEMENT (this “Voting Agreement”) is made and entered into as of October 23, 2012 between Soros Fund Management LLC, a Delaware limited liability company (“SFM”), and Corvex Management LP, a Delaware limited partnership (“Corvex”).

AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • November 27th, 2013 • Services-detective, guard & armored car services

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of The ADT Corporation, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

AGREEMENT
Agreement • December 16th, 2013 • Corvex Management LP • Natural gas transmission

THIS AGREEMENT, dated as of December 4, 2013 (the “Effective Date”), is by and between Corvex Management LP (“Corvex”) and Soroban Capital Partners LLC (“Soroban”) (each, a “Party” and, collectively, the “Parties”).

AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • July 1st, 2016 • Natural gas transmission

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s beneficial ownership of securities of The Williams Companies, Inc., and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

AGREEMENT JOINT FILING OF SCHEDULE 13D
Corvex Management LP • March 11th, 2013 • Real estate investment trusts

The undersigned hereby agree to jointly prepare and file with regulatory authorities this Schedule 13D and any future amendments thereto reporting each of the undersigned’s ownership of securities of CommonWealth REIT, and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. 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 therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

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