Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1 (f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13G)...Joint Filing Agreement • December 10th, 2001 • FMR Corp
In accordance with Rule 13d-1 (f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Entities (as such term is defined in the Schedule 13G) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $.01 Par Value per share, of Advanced Power Technologies, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
CONTRIBUTION AGREEMENT AMONG PITTENCRIEFF COMMUNICATIONS, INC., A TEXAS CORPORATION, PITTENCRIEFF COMMUNICATIONS, INC., A DELAWARE CORPORATION, and EACH OF THE CORPORATIONS, SELLING STOCKHOLDERS AND PARTNERSHIPS LISTED ON EXHIBIT A1 HERETO, EACH OF...Contribution Agreement • January 29th, 1996 • FMR Corp • Texas
CONTRIBUTION AGREEMENT AMONG PITTENCRIEFF COMMUNICATIONS, INC., A TEXAS CORPORATION, PITTENCRIEFF COMMUNICATIONS, INC., A DELAWARE CORPORATION, and EACH OF THE CORPORATIONS, SELLING STOCKHOLDERS AND PARTNERSHIPS LISTED ON EXHIBIT A1 HERETO, EACH OF THE SYSTEM SELLERS LISTED ON EXHIBIT A2 HERETO AND THE NOTE SELLER LISTED ON EXHIBIT A3 HERETO COMPOSITE COPY Dated as of September 5, 1995, and as amended as of October 16, 1995 COMPOSITE CONTRIBUTION AGREEMENT This CONTRIBUTION AGREEMENT made as of September 5, 1995 and, as amended as of October 16, 1995 (the "Agreement") among Pittencrieff Communications, Inc., a Texas corporation ("Pittencrieff"), Pittencrieff Communications, Inc., a Delaware corporation ("New PCI"), and each of the corporations (the "Corporations"), stockholders (the "Selling Stockholders"), partnerships (the "Partnerships") listed on Exhibit Al hereto, the individuals and entities (the "System Sellers") listed as System Sellers on Exhibit A2 hereto, and the individual
AMENDED AND RESTATED CREDIT AGREEMENT AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 11, 1994, by and among BELMONT FUND, L.P. (the "Borrower"), a Bermuda limited partnership with an office at Belmont Fund, L.P., c/o Fidelity Management...Credit Agreement • February 8th, 1996 • FMR Corp • Massachusetts
AMENDED AND RESTATED CREDIT AGREEMENT AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 11, 1994, by and among BELMONT FUND, L.P. (the "Borrower"), a Bermuda limited partnership with an office at Belmont Fund, L.P., c/o Fidelity Management Trust Company F7E, 82 Devonshire Street, Boston, Massachusetts 02109, the Banks listed on the signature pages hereof and each additional bank that may become a party hereto pursuant to Section 11 hereof (each a "Bank" and collectively, the "Banks") and [ ], a national banking association with its head office at [ ], as agent for the Banks (in such capacity, the "Agent"). WHEREAS, the Borrower is authorized to borrow money to leverage its investment portfolio, and desires to enter into this Agreement on the terms set forth below so that it may borrow funds from the Banks from time to time for such purpose; and WHEREAS, the Agent and the Borrower entered into a certain Credit Agreement dated as of June 30, 1993, as amended (as so amended, the "P
REVOLVING CREDIT AGREEMENT dated as of December 10, 2001 between FIDELITY INVESTORS LIMITED PARTNERSHIP, FIDELITY INVESTORS II LIMITED PARTNERSHIP, FIDELITY INVESTORS III LIMITED PARTNERSHIP, FIDELITY INVESTORS IV LIMITED PARTNERSHIP, FIDELITY SEAPORT...Revolving Credit Agreement • January 14th, 2002 • FMR Corp • Massachusetts
CONTRIBUTION AGREEMENT This Contribution Agreement (this "Agreement") is made and entered into as of this _______ day of January, 1996 by and among Advanced MobileComm, Inc., a Massachusetts corporation ("AMI"), Royce Witte, Nels Kjorvestad, Mary...Contribution Agreement • April 11th, 1997 • FMR Corp • Texas
CONTRIBUTION AGREEMENT This Contribution Agreement (this "Agreement") is made and entered into as of this _______ day of January, 1996 by and among Advanced MobileComm, Inc., a Massachusetts corporation ("AMI"), Royce Witte, Nels Kjorvestad, Mary Kjorvestad, David Bell, Alan Bell, John Holley, David Weisman, for himself and as trustee for the Revocable Trust for W.A. Weisman and the Revocable Trust for Stanley C. Marinoff, Alan S. Tilles, Richard Meyer, Jean Meyer and Royce Witte, individually and as authorized agent for Trunked Mobile Radio Systems (the "Optionee Sellers," and collectively with AMI, the "Sellers"). WHEREAS, certain of the Optionee Sellers (or affiliates thereof) entered into option agreements (the "Option Agreements") dated as of November 4, 1993 granting to Advanced MobileComm Southwest Limited Partnership, a Delaware limited partnership ("AMI-SW"), options to acquire, and granting the Optionee Sellers the right to require AMI-SW to acquire, certain specialized mobil
REVOLVING CREDIT AGREEMENT dated as of December 10, 2001 among FIDELITY MANAGEMENT TRUST COMPANY, not in its individual capacity, but solely as trustee of THE COLT, INC. 2001 ANNUITY TRUST, as Borrower FLEET NATIONAL BANK, as Lender FLEET NATIONAL...Revolving Credit Agreement • January 14th, 2002 • FMR Corp • Massachusetts
AMERIGON INCORPORATED _________________________ STOCK PURCHASE AGREEMENT _________________________ 750,000 SHARES OF CLASS A COMMON STOCK, NO PAR VALUE PER SHARE, OF AMERIGON INCORPORATED Dated as of December 29, 1995 TABLE OF CONTENTS Section Page 1....Incorporated _________________________ Stock Purchase Agreement • January 5th, 1996 • FMR Corp • Massachusetts
AMERIGON INCORPORATED _________________________ STOCK PURCHASE AGREEMENT _________________________ 750,000 SHARES OF CLASS A COMMON STOCK, NO PAR VALUE PER SHARE, OF AMERIGON INCORPORATED Dated as of December 29, 1995 TABLE OF CONTENTS Section Page 1. Agreement to Sell and Purchase the Common Stock 1 2. Closing of Sale of Shares 1 3. Conditions to Closing 2 3.1 Conditions Precedent to Obligations of the Purchaser on the Closing Date 2 (a) Representations and Warranties 2 (b) Performance 2 (c) Compliance Certificate 2 (d) Opinion of Counsel 2 (e) Legal Investment 2 (f) Compliance With Securities Laws 2 (g) Proceedings and Documents 3 (h) Sale of Other Shares 3 (i) Registration Rights Agreement 3 (j) Related Matters 3 (k) No Adverse U.S. Legislation, Action or Decision 3 (l) Governmental and Third Party Permits, Consents, Etc. 4 (m) Secretary's Certificate 4 (n) Payment of Closing Fees 4 3.2. Conditions Precedent to Obligations of the Company on the Closing Date 4 (a) Representations and
AGREEMENT This Agreement ("Agreement"), dated as of November ___, 1996 is by and among OAKTREE CAPITAL MANAGEMENT, LLC, a California limited liability company, as general partner or investment manager (in such capacity, "Oaktree") on behalf of the...Agreement This Agreement • November 21st, 1996 • FMR Corp • California
AGREEMENT This Agreement ("Agreement"), dated as of November ___, 1996 is by and among OAKTREE CAPITAL MANAGEMENT, LLC, a California limited liability company, as general partner or investment manager (in such capacity, "Oaktree") on behalf of the funds listed on Annex I under the heading "Oaktree Funds" (collectively, the "Oaktree Funds"), DDJ OVERSEAS CORP., a Cayman Islands company ("Overseas"), THE COPERNICUS FUND, L.P., a Delaware limited partnership ("Copernicus" and, collectively with Overseas, the "DDJ Funds"), BELMONT FUND, L.P., a Bermuda limited partnership ("Belmont I"), BELMONT CAPITAL PARTNERS, II, L.P., a Delaware limited partnership ("Belmont II" and, collectively with Belmont I, the "Fidelity Funds" and, collectively with the Oaktree Funds and the DDJ Funds, the "Funds"), and CERBERUS PARTNERS, L.P. ("Cerberus") (Oaktree, the DDJ Funds, the Fidelity Funds, and Cerberus hereinafter collectively referred to as the "Senior Lenders"), and NU-TECH BIO-MED, INC., a Delaware
VOTING AGREEMENT AND PROXY VOTING AGREEMENT AND PROXY (the "Agreement") made this _______ day of January, 1996, by and among Advanced MobileComm, Inc., a Massachusetts corporation ("AMI"), and each of the persons who is acquiring capital stock of...Voting Agreement and Proxy Voting Agreement and Proxy • April 11th, 1997 • FMR Corp • Delaware
VOTING AGREEMENT AND PROXY VOTING AGREEMENT AND PROXY (the "Agreement") made this _______ day of January, 1996, by and among Advanced MobileComm, Inc., a Massachusetts corporation ("AMI"), and each of the persons who is acquiring capital stock of Pittencrieff Communications, Inc., a Delaware corporation (the "Company"), on the date hereof and is listed on Schedule I hereto (such persons being hereinafter referred to collectively as the "Stockholders" and each singly as a "Stockholder"). WHEREAS, the Stockholders have acquired on the date hereof an aggregate of 11,909,842 shares of the Common Stock, $.01 par value (the "Common Stock") of the Company; WHEREAS, in order to induce AMI to consummate the sale of stock and assets to the Company on the date hereof and to induce an affiliate of AMI to make certain financial commitments to the Company, the Stockholders are willing to grant a proxy to vote their shares of Common Stock for a period of time to designees of AMI; NOW, THEREFORE, in c
ESCROW AGREEMENT ESCROW AGREEMENT (this "Agreement") made as of this ___ day of __________, 1996 by and among Advanced MobileComm, Inc., a Massachusetts corporation ("AMI"), each of the persons listed on Exhibit A hereto (collectively with AMI, the...Escrow Agreement Escrow Agreement • April 11th, 1997 • FMR Corp • Massachusetts
ESCROW AGREEMENT ESCROW AGREEMENT (this "Agreement") made as of this ___ day of __________, 1996 by and among Advanced MobileComm, Inc., a Massachusetts corporation ("AMI"), each of the persons listed on Exhibit A hereto (collectively with AMI, the "Sellers"), and State Street Bank and Trust Company (the "Escrow Agent"); WHEREAS, the Sellers have entered into a contribution agreement with Pittencrieff Communications, Inc., a Texas corporation ("PCI"), and Pittencrieff Communications, Inc., a Delaware corporation ("New PCI"), dated as of September 5, 1995, as amended from time to time (the "Pittencrieff Contribution Agreement"), providing for the sale by the Sellers of the special mobile radio ("SMR") assets described in the Pittencrieff Contribution Agreement (or the sale of the stock of corporations that own such assets); and WHEREAS, the Pittencrieff Contribution Agreement contains certain representations and warranties made jointly and severally by the Sellers and certain rights on
