TENDER AND VOTING AGREEMENTTender and Voting Agreement • September 29th, 2009 • First Manhattan Co • Electromedical & electrotherapeutic apparatus • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated September 27, 2009, is entered into between United States Surgical Corporation, a Delaware corporation (the “Parent”), Transformer Delaware Corp., a Delaware corporation and direct or indirect wholly owned subsidiary of the Parent (the “Purchaser”), and Vincent P. Scialli, (“Stockholder”), with respect to (i) shares of common stock, $0.01 par value per share (the “Company Common Stock”), of Aspect Medical Systems, Inc., a Delaware corporation (the “Company”), (ii) all securities exchangeable, exercisable or convertible into Company Common Stock, and (iii) any securities issued or exchanged with respect to such Company Common Stock, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or upon any other change in the Company’s capital structure, in each case whether now owned or hereafter acquired
JOINT FILING AGREEMENTJoint Filing Agreement • May 5th, 2009 • First Manhattan Co • Electromedical & electrotherapeutic apparatus
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that a statement on Schedule 13D relating to the Common Stock, $0.01 par value per share, of Aspect Medical Systems, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.
JOINT FILING AGREEMENTJoint Filing Agreement • March 2nd, 2009 • First Manhattan Co • Electromedical & electrotherapeutic apparatus
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that a statement on Schedule 13D relating to the Common Stock, par value US$0.01 per share, of Aspect Medical Systems, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.
AGREEMENTMerger Agreement • September 29th, 2009 • First Manhattan Co • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT (this “Agreement”) dated September 27, 2009, is entered into between United States Surgical Corporation, a Delaware corporation (the “Parent”), and First Health, L.P., First Health Limited, First Health Associates, L.P., First BioMed, L.P. and First BioMed Portfolio, L.P. ( collectively, “Stockholders”), with respect to shares of common stock, $0.01 par value per share (the “Company Common Stock”), of Aspect Medical Systems, Inc., a Delaware corporation (the “Company”).
Joint Filing Agreement, dated July 22, 2013 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • July 22nd, 2013 • First Manhattan Co • Pharmaceutical preparations
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 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 it knows that such information is inaccurate.
Joint Filing Agreement, dated May 23, 2013 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • May 23rd, 2013 • First Manhattan Co • Pharmaceutical preparations
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 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 it knows that such information is inaccurate.
VIVUS, Inc. 351 East Evelyn Avenue Mountain View, CA 94041Shareholder Agreement • July 22nd, 2013 • First Manhattan Co • Pharmaceutical preparations • Delaware
This letter constitutes the agreement (the “Agreement”) between First Manhattan Co., a New York limited partnership, on behalf of itself and its affiliated funds, accounts and entities (collectively, “First Manhattan”), and VIVUS, Inc., a Delaware corporation (the “Company”).
Joint Filing Agreement, dated April 11, 2013 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • April 12th, 2013 • First Manhattan Co • Pharmaceutical preparations
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 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 it knows that such information is inaccurate.
Joint Filing Agreement, dated January 18, 2012 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • January 18th, 2013 • First Manhattan Co • Pharmaceutical preparations
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 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 it knows that such information is inaccurate.
AGREEMENTShareholder Agreement • April 9th, 2009 • First Manhattan Co • Electromedical & electrotherapeutic apparatus • Delaware
This Agreement (this “Agreement”) is made and entered into as of April 8, 2009, by and among First Manhattan Co. (a long-term value oriented investor), First BioMed Management Associates, LLC and First BioMed, L.P. (collectively “First Manhattan”), and Aspect Medical Systems, Inc., a Delaware corporation (the “Company”).
Joint Filing Agreement, dated April 26, 2013 PURSUANT TO RULE 13d-1(k)Joint Filing Agreement • April 26th, 2013 • First Manhattan Co • Pharmaceutical preparations
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 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 it knows that such information is inaccurate.
JOINT FILING AGREEMENTJoint Filing Agreement • April 9th, 2009 • First Manhattan Co • Electromedical & electrotherapeutic apparatus
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that a statement on Schedule 13D relating to the Common Stock, $0.01 par value per share, of Aspect Medical Systems, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.
JOINT FILING AGREEMENTJoint Filing Agreement • March 12th, 2009 • First Manhattan Co • Electromedical & electrotherapeutic apparatus
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that a statement on Schedule 13D relating to the Common Stock, par value US$0.01 per share, of Aspect Medical Systems, Inc. is being filed with the Securities and Exchange Commission on behalf of each of them.
