AGREEMENT TO FILE JOINT ACQUISITION STATEMENTS
Exhibit 1
AGREEMENT TO FILE JOINT ACQUISITION STATEMENTS
AGREEMENT made this 6th day of FEBRUARY, 2012 by and between Delaware Investments Family of Funds listed on Annex A hereto, Delaware Management Business Trust, Delaware Management Holdings, Inc, and the Macquarie Parties listed on Annex B hereto (collectively referred to as the “parties”).
WHEREAS, the parties hereto may be deemed to be the direct or indirect beneficial owners of the same equity securities for the purpose of the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
WHEREAS, the regulations promulgated under Section 13(d) of the Exchange Act permit the joining of such beneficial owners in the filing of a single Joint Acquisition Statement reporting such ownership to the Securities and Exchange Commission.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, and each of the parties hereto intending to be legally bound, it is agreed as follows:
1. In the event that any two or more parties shall be deemed to be the direct or indirect beneficial owners of the same equity security required to be reported to the Securities and Exchange Commission such parties may join together in the filing of a Joint Acquisition Statement with respect to that security. Additional persons who may after the date hereof be deemed to be the direct or indirect beneficial owners of the same equity security as a party hereto and required to be reported to the Securities and Exchange Commission (a “New Party”) may be added as a party this agreement by signing a counterpart hereof. An amendment to this agreement is deemed effective upon the signature of such new party and the amendment of the applicable Annex which may be affixed to this agreement as amended. Each party hereto agrees that this agreement, as it may be amended from time to time as provided herein, is a valid and binding agreement of each such party.
2. With respect to each Joint Acquisition Statement in which a party joins, each party acknowledges that (a) it will be eligible under applicable regulations of the Securities and Exchange Commission to join in the filing and (b) it will be responsible for the timely filing of such statement and any amendments thereto and the completeness and accuracy of the information concerning such party; but each such party shall not be responsible for the completeness and accuracy of the information concerning the other parties making the filing, unless such party knows or has reason to believe that such information with respect to such other parties is inaccurate.
3. The parties consent to the inclusion of a copy of this agreement as an exhibit to any Joint Acquisition Statement filed on behalf of any of them.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement by their duly authorized officers as of the date set forth above.
DELAWARE INVESTMENTS FAMILY OF FUNDS (listed on Annex A hereto)
ATTEST BY:
| /s/ Xxxxx X. Xxxxxx |
/s/ Xxxxx X. X’Xxxxxx | |||
| Signature | Signature | |||
|
|
| |||
| Xxxxx X. Xxxxxx
Chief Compliance Officer |
Xxxxx P/ X’Xxxxxx
General Counsel | |||
DELAWARE MANAGEMENT BUSINESS TRUST
| /s/ Xxxxx X. Xxxxxx |
/s/ Xxxxx X. X’Xxxxxx | |||
| Signature | Signature | |||
|
|
| |||
| Xxxxx X. Xxxxxx
Chief Compliance Officer |
Xxxxx P/ X’Xxxxxx
General Counsel | |||
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DELAWARE MANAGEMENT HOLDINGS, INC.
| /s/ Xxxxx X. Xxxxxx |
/s/ Xxxxx X. X’Xxxxxx | |||
| Signature | Signature | |||
|
|
| |||
| Xxxxx X. Xxxxxx
Chief Compliance Officer |
Xxxxx P/ X’Xxxxxx
General Counsel | |||
THE MACQUARIE PARTIES (LISTED ON ANNEX B HERETO)
ATTEST BY:
| /s/ Xxx Xxxx |
/s/ Xxxxx Xxxxxxxxx | |||
| Signature | Signature | |||
|
|
| |||
| Xxx Xxxx
Attorney-in-Fact |
Xxxxx Xxxxxxxxx
Attorney-in-Fact | |||
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JOINT FILING AGREEMENT AMENDMENT
Macquarie Americas Corp. may be deemed to be a direct or indirect beneficial owner of the same equity securities for the purpose of the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended, as the parties to the Joint Filing Agreement dated February 6th, 2012 and hereby agree to become a Macquarie party thereto by execution of the below counterpart to such agreement.
IN WITNESS WHEREOF, the parties hereto have executed this agreement by their duly authorized officers on March 2, 2012..
MACQUARIE AMERICAS CORP.
ATTEST BY:
| /s/ Xxxx Xxxx |
/s/ Xxxxx Xxxxxx | |||
| Signature | Signature | |||
|
|
| |||
| Xxxx Xxxx
Executive Director |
Xxxxx Xxxxxx
Executive Director | |||
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JOINT FILING AGREEMENT AMENDMENT
Macquarie Group (US) Holdings No. 1 Pty Ltd. may be deemed to be a direct or indirect beneficial owner of the same equity securities for the purpose of the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended, as the parties to the Joint Filing Agreement dated February 6th, 2012 and hereby agree to become a Macquarie party thereto by execution of the below counterpart to such agreement.
IN WITNESS WHEREOF, the parties hereto have executed this agreement by their duly authorized officers on September 20, 2012.
Macquarie Group (US) Holdings No. 1 Pty Ltd
ATTEST BY:
| /s/ Xxxxx Xxxxxxxxx |
/s/ Xxx Xxxx | |||
| Signature | Signature | |||
|
|
| |||
| Xxxxx Xxxxxxxxx
Attorney-in-Fact |
Xxx Xxxx
Attorney-in-Fact | |||
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Annex A— Delaware Investments Family of Funds
DELAWARE GROUP EQUITY FUNDS I
DELAWARE GROUP EQUITY FUNDS II
DELAWARE GROUP EQUITY FUNDS III
DELAWARE GROUP EQUITY FUNDS IV
DELAWARE GROUP EQUITY FUNDS V
DELAWARE GROUP INCOME FUNDS
DELAWARE GROUP LIMITED-TERM GOVERNMENT FUNDS
DELAWARE GROUP CASH RESERVE
DELAWARE GROUP GOVERNMENT FUND
DELAWARE GROUP STATE TAX-FREE INCOME TRUST
DELAWARE GROUP TAX-FREE FUND
DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS
DELAWARE GROUP TAX-FREE MONEY FUND
DELAWARE GROUP ADVISER FUNDS
DELAWARE VIP TRUST
DELAWARE POOLED TRUST
DELAWARE GROUP FOUNDATION FUNDS
DELAWARE INVESTMENTS DIVIDEND AND INCOME FUND, INC.
DELAWARE ENHANCED GLOBAL DIVIDEND AND INCOME FUND
VOYAGEUR INSURED FUNDS
VOYAGEUR INTERMEDIATE TAX FREE FUNDS
VOYAGEUR MUTUAL FUNDS
VOYAGEUR MUTUAL FUNDS II
VOYAGEUR MUTUAL FUNDS III
VOYAGEUR TAX FREE FUNDS
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DELAWARE INVESTMENTS COLORADO MUNICIPAL INCOME FUND, INC.
DELAWARE INVESTMENTS NATIONAL MUNICIPAL INCOME FUND
DELAWARE INVESTMENTS MINNESOTA MUNICIPAL INCOME FUND II, INC.
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Annex B — the Macquarie Parties
Macquarie Group Limited
Macquarie Bank Limited
Macquarie Affiliated Managers (USA) Inc.
Macquarie Affiliated Managers Holdings (USA) Inc.
Macquarie Americas Holdings Pty Ltd.
Macquarie B.H. Pty Limited
Macquarie FG Holdings Inc.
Macquarie Funding Holdings Inc.
Macquarie Investment Management Limited
Macquarie Americas Corp.
Macquarie Group (US) Holdings No. 1 Pty Ltd
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