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 9th day of February, 2011 by and among Dansington
Corp., a company organized under the laws of the Bahamas, The Tango Trust, a trust organized under
the laws of the Bahamas (the “Trust”), and Rhone Trustees (Bahamas) Ltd., a company organized under
the laws of the Bahamas (the “Trustee”).
W I T N E S S E T H
WHEREAS, Dansington Corp., the Trust and the Trustee may each be deemed to have held
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 or held 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;
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; and
WHEREAS, pursuant to Rule 13d-1 under the Act, Dansington Corp., the Trust and Trustee jointly
filed a Schedule 13G with the Securities and Exchange Commission on March 10, 2010.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and
agreements contained herein, the parties hereby agree as follows:
Dansington Corp., the Trust and the Trustee each hereby agree, in accordance with Rule
13d-1(k) under the Act, to file jointly this Amendment No. 1 to Schedule 13G (the “Amendment”) with
respect to the Common Stock 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.
Dansington Corp., the Trust and the Trustee each hereby agree that the Amendment 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.
DANSINGTON CORP. |
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By: | Nassnom Investments Corp., a Director |
By: | /s/ Xxxxxxx Xxxxxxxxxx | |||
Print Name: | Xxxxxxx Xxxxxxxxxx | |||
Title: | Director |
By: | Nomnass Investments Corp., a Director |
By: | /s/ Xxxxxxx Xxxxxxxx | |||
Print Name: | Xxxxxxx Xxxxxxxx | |||
Title: | Director |
RHONE TRUSTEES (BAHAMAS) LTD., on behalf of itself and as Trustees of The Tango Trust |
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By: | /s/ Xxxxxxxx Xxxxxxxx | |||
Print Name: | Xxxxxxxx Xxxxxxxx | |||
Title: | Director | |||
By: | /s/ Xxxxxxx Xxxxxxxxxx | |||
Print Name: | Xxxxxxx Xxxxxxxxxx | |||
Title: | Director | |||