TERMINATION OF GROUP AGREEMENT
Exhibit 99.1
TERMINATION OF GROUP AGREEMENT
This Termination (this “Termination”) of the Group Agreement (as defined below) is by and among (1) Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company, Starboard Value and Opportunity S LLC, a Delaware limited liability company, Starboard Value and Opportunity C LP, a Delaware limited partnership, Starboard Value LP, a Delaware limited partnership, Starboard Value GP LLC, a Delaware limited liability company, Starboard Principal Co LP, a Delaware limited partnership, Starboard Principal Co GP LLC, a Delaware limited liability company, Starboard Value R LP, a Delaware limited partnership, Starboard Value R GP LLC, a Delaware limited liability company, Xxxxxxx X. Xxxxx, Xxxx X. Xxxxxxxx and Xxxxx X. Xxxx (together, “Starboard”) and (2) Xxxxxxx X. Xxxxx (“Xx. Xxxxx” and together with Starboard, each a “Party” to this Agreement, and collectively, the “Parties” or the “Group”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Group Agreement.
WHEREAS, Starboard and Xx. Xxxxx have entered into that certain Group Agreement, dated as of January 20, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Group Agreement”); and
WHEREAS, the Parties have agreed, subject to the terms and conditions set forth herein, to terminate the Group Agreement as provided for herein.
NOW, IT IS AGREED, as of the date and time hereof, by the Parties hereto:
1. The Group Agreement is hereby automatically terminated without any further action by the Parties and will have no further force or effect; provided, however that Section 7 of the Group Agreement shall survive and continue in full force and effect
[Signature page follows]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of 4:01 p.m. EDT of this 24th day of April, 2015.
| STARBOARD VALUE AND OPPORTUNITY | STARBOARD VALUE LP | |
| MASTER FUND LTD | By: Starboard Value GP LLC, | |
| By: Starboard Value LP, | its general partner | |
| its investment manager |
||
| STARBOARD VALUE AND OPPORTUNITY S LLC | STARBOARD VALUE GP LLC | |
| By: Starboard Value LP, | By: Starboard Principal Co LP, | |
| its manager |
its member | |
| STARBOARD VALUE AND OPPORTUNITY C LP | STARBOARD PRINCIPAL CO LP | |
| By: Starboard Value R LP | By: Starboard Principal Co GP LLC, | |
| its general partner |
its general partner | |
| STARBOARD VALUE R LP | STARBOARD PRINCIPAL CO GP LLC | |
| By: Starboard Value R GP LLC, its general partner |
STARBOARD VALUE R GP LLC | |
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: Xxxxxxx X. Xxxxx | ||
| Title: Authorized Signatory |
| /s/ Xxxxxxx X. Xxxxx |
| XXXXXXX X. XXXXX |
| Individually and as attorney-in-fact for Xxxx X. Xxxxxxxx and Xxxxx X. Xxxx |
[Signature page to Termination of Group Agreement]
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name:Xxxxxxx X. Xxxxx |
[Signature page to Termination of Group Agreement]
