JOINT FILING AND SOLICITATION AGREEMENT
Exhibit 99.1
WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Advanced Analogic Technologies Incorporated, a Delaware corporation (the “Company”);
WHEREAS, Dialectic Capital Management, LLC, a Delaware limited liability company (“Dialectic”), Dialectic Capital Partners, LP, a Delaware limited partnership, Dialectic Offshore, Ltd., a Cayman Islands exempted company, Dialectic Antithesis Partners, LP, a Delaware limited partnership, Dialectic Antithesis Offshore, Ltd., a Cayman Islands exempted company, Dialectic Offshore, L2, Ltd., a Cayman Islands exempted company, Xxxx Xxxxxxxxx, Xxxx Xxxxxxxxx and J. Xxxxxxx Xxxxxxx wish to form a group for the purpose of seeking representation on the Board of Directors of the Company at the 2011 annual meeting of stockholders of the Company, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “2011 Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.
NOW, IT IS AGREED, this 13th day of January, 2011 by the parties hereto:
1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.
2. So long as this Agreement is in effect, each of the undersigned shall provide written notice to Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP (“Xxxxxx”) of (i) any of their purchases or sales of securities of the Company, or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.
3. Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board of Directors of the Company at the 2011 Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.
4. Each of the undersigned agrees that all expenses incurred in connection with the Group’s activities set forth in Section 3 must be pre-approved in writing by Dialectic. Dialectic agrees to pay directly all such pre-approved expenses.
5. Each of the undersigned agrees that any filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by Dialectic or its representatives.
6. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/it deems appropriate, in his/its sole discretion, provided that all such purchases and sales are made in compliance with all applicable securities laws.
7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.
8. Any legal action or proceeding arising out of the provisions of this Agreement or the parties’ investment in the Company shall be brought and determined in the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.
9. Any party hereto may terminate his/its obligations under this Agreement on 24 hours’ prior written notice to all other parties, with a copy by fax to Xxxxx Xxxxxxx at Xxxxxx, Fax No. (000) 000-0000.
10. Each party acknowledges that Xxxxxx shall act as counsel for both the Group and Dialectic and its affiliates relating to their investment in the Company.
11. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
|
DIALECTIC CAPITAL PARTNERS, LP
|
|||
|
By:
|
Dialectic Capital, LLC, its general partner
|
||
|
By:
|
/s/ Xxxx Xxxxxxxxx
|
||
|
Name:
|
Xxxx Xxxxxxxxx
|
||
|
Title:
|
Managing Member
|
||
|
By:
|
/s/ Xxxx Xxxxxxxxx
|
||
|
Name:
|
Xxxx Xxxxxxxxx
|
||
|
Title:
|
Managing Member
|
||
|
DIALECTIC OFFSHORE, LTD.
|
|||
|
By:
|
/s/ Xxxx Xxxxxxxxx
|
||
|
Name:
|
Xxxx Xxxxxxxxx
|
||
|
Title:
|
Director
|
||
|
DIALECTIC ANTITHESIS PARTNERS, LP
|
|||
|
By:
|
Dialectic Capital, LLC, its general partner
|
||
|
By:
|
/s/ Xxxx Xxxxxxxxx
|
||
|
Name:
|
Xxxx Xxxxxxxxx
|
||
|
Title:
|
Managing Member
|
||
|
DIALECTIC ANTITHESIS OFFSHORE, LTD.
|
|||
|
By:
|
/s/ Xxxx Xxxxxxxxx
|
||
|
Name:
|
Xxxx Xxxxxxxxx
|
||
|
Title:
|
Director
|
||
|
DIALECTIC OFFSHORE, L2, LTD.
|
|||
|
By:
|
/s/ Xxxx Xxxxxxxxx
|
||
|
Name:
|
Xxxx Xxxxxxxxx
|
||
|
Title:
|
Director
|
||
|
/s/ Xxxx Xxxxxxxxx
|
|
|
XXXX XXXXXXXXX
|
|
/s/ Xxxx Xxxxxxxxx
|
|
|
XXXX XXXXXXXXX
|
|
/s/ J. Xxxxxxx Xxxxxxx
|
|
|
J. XXXXXXX XXXXXXX
|
