0001144204-07-033111 Sample Contracts

Brencourt Advisors, LLC New York, NY 10022 June 20, 2007
Letter Agreement • June 22nd, 2007 • Vertrue Inc • Services-business services, nec

This Letter Agreement confirms the (i) agreement by Brencourt Advisors, LLC (“Brencourt”) to purchase for the account and on behalf of one or more funds managed by Brencourt (collectively, the “Purchasers”) an aggregate of 1,807,021 shares (the “Shares”) of common stock, par value $.01 per share (the “Common Stock”) of Vertrue Incorporated, a Delaware corporation (the “Company”) (CUSIP # 92534N101) from you and certain accounts managed by you (collectively, the “Sellers”) for a fixed price of $48.90 per Share (subject to adjustment as provided below), resulting in an aggregate purchase price of $88,363,326.90, and (ii) the agreement by you to sell for the account and on behalf of Sellers the Shares to the Purchasers for such price, in each case subject to the terms and conditions hereof. Such purchase price per Share shall be adjusted so that, for each day that the Closing occurs prior to July 10, 2007, the price per Share shall be reduced by $0.007, and for each day that the Closing o

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Joint Filing Agreement
Joint Filing Agreement • June 22nd, 2007 • Vertrue Inc • Services-business services, nec

The undersigned agree that the foregoing statement on Schedule 13D/A, dated June 21, 2007, is being filed with the Securities and Exchange Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k).

Brencourt Advisors, LLC
Vertrue Inc • June 22nd, 2007 • Services-business services, nec

Reference is made to our letter agreement with you, dated June 20, 2007 (the "Letter Agreement"), pursuant to which we or funds under our management have agreed to purchase 1,807, 021 shares of common stock of Vertrue Incorporated. All capitalized terms not defined herein shall have the meanings given in the Letter Agreement.

RAMIUS CAPITAL GROUP, L.L.C. New York, New York 10017 June 20, 2007
Vertrue Inc • June 22nd, 2007 • Services-business services, nec

This Letter Agreement confirms the (i) agreement by Starboard Value and Opportunity Master Fund Ltd. (“Starboard”), RCG Ambrose Master Fund, Ltd. (“RCG Ambrose”) and Parche, LLC (“Parche”, and together with Starboard and RCG Ambrose, the “Purchasers”, and each a “Purchaser”) to purchase an aggregate of 411,000 shares (the “Shares”) of common stock, par value $.01 per share (the “Common Stock”) of Vertrue Incorporated, a Delaware corporation (the “Company”) (CUSIP # 92534N101) from you and/or certain accounts managed by you (collectively, the “Sellers”) for a fixed price of $48.75 per Share, resulting in an aggregate purchase price of $20,036,250.00, and (ii) the agreement by you to sell for the account and on behalf of Sellers the Shares to the Purchasers for such price, in each case subject to the terms and conditions hereof.

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