Contract
CUSIP No. |
000000000 |
13G | Page | 9 |
of | 10 |
EXHIBIT 1
AGREEMENT TO FILE JOINT
STATEMENTS ON SCHEDULE 13G
AGREEMENT TO FILE JOINT
STATEMENTS ON SCHEDULE 13G
THIS AGREEMENT is entered into as of the 2nd day of March, 2010 by and between Natinco, S.A.,
a company organized under the laws of Luxembourg, and Capita Trustees Limited, a company organized
under the laws of Jersey, Channel Islands (the “Trustees”), as Trustees of The Natinec Settlement
(the “Natinec Settlement”).
WITNESSETH
WHEREAS, prior to March 2, 2010 (the “Sale Date”), Natinco and the Trustees, on behalf of the
Natinec Settlement, were each deemed to hold beneficial ownership of more than five percent of the
shares of the Common Stock of Tekelec, a California corporation (the “Common Stock”);
WHEREAS, the Common Stock has been registered by Tekelec under Section 12(g) of the Securities
Exchange Act of 1934 (the “Act”);
WHEREAS, pursuant to Rule 13d-1 under the Act, any person who holds more than five percent of
such a class of registered equity securities is, under certain circumstances, permitted and/or
required to file with the Securities and Exchange Commission a statement on Schedule 13G; and
WHEREAS, Rule 13d-1(k) under the Act provides that, whenever two or more persons are permitted
to file a statement on Schedule 13G with respect to the same securities, only one such statement
need be filed, provided such persons agree in writing that such statement is filed on behalf of
each of them.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and
agreements contained herein, the parties hereby agree as follows:
Natinco and the Trustees, on behalf of The Natinec Settlement, each hereby agree, in
accordance with Rule 13d-1(k) under the Act, to file jointly this amended statement on Schedule 13G
and any amendments hereto (the “Statements”) which may now or hereafter be required to be filed by
them with respect to the Common Stock that, prior to the Sale Date, was beneficially owned or
deemed to be beneficially owned by each of them pursuant to Sections 13(d) and 13(g) of the Act and
the rules thereunder.
Natinco and the Trustees, on behalf of The Natinec Settlement, each hereby agree that such
Statements shall be filed jointly on behalf of each of them, and that a copy of this Agreement
shall be filed as an exhibit thereto in accordance with Rule 13d-1(k)(iii) under the Act.
This Agreement may be executed in counterparts which together shall constitute one agreement.
CUSIP No. |
000000000 |
13G | Page | 10 |
of | 10 |
IN WITNESS WHEREOF, the parties have executed this Agreement or caused this Agreement to be
signed on their behalf by their duly authorized representatives as of the date first above written.
NATINCO, S.A. |
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By: | /s/ Xxxxxx Xxxxx | |||
Print Name: | Xxxxxx Xxxxx | |||
Title: | Director | |||
By: | /s/ Xxxx Xxxx | |||
Print Name: | Xxxx Xxxx | |||
Title: | Director | |||
CAPITA TRUSTEES LIMITED, as Trustees of The Natinec Settlement |
||||
By: | /s/ Xxxxx Xxxx | |||
Print Name: | Xxxxx Xxxx | |||
Title: | Director | |||
By: | /s/ Xxxxx Xxxxxx | |||
Print Name: | Xxxxx Xxxxxx | |||
Title: | Director | |||