AGREEMENTAgreement • November 16th, 2015 • Eminence Capital, Lp • Services-prepackaged software
THIS AGREEMENT, dated as of November 13, 2015, is by and between Eminence Capital, LP (“Eminence”) and Sachem Head Capital Management LP (“Sachem Head”).
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF EC CO-INVEST I, LP Dated as of October 30, 2015Limited Partnership Agreement • November 16th, 2015 • Eminence Capital, Lp • Services-prepackaged software • Delaware
This Limited Partnership Agreement of EC Co-Invest I, LP, a Delaware limited partnership (the “Partnership”), is dated as of October 30, 2015 by and among Eminence GP, LLC, a Delaware limited liability company as general partner (the “General Partner”), and the other parties who shall execute this Agreement, whether in counterpart, by separate instrument, or otherwise, and hereafter shall be admitted to the Partnership as limited partners in accordance with the provisions hereof and whose names and addresses shall, upon such admission, be reflected in the books and records of the Partnership (each, a “Limited Partner”, and together with the General Partner, the “Partners”).
ContractExhibit 5 • February 25th, 2014 • Eminence Capital LLC • Retail-apparel & accessory stores • New York
THIS AGREEMENT, dated as of February 24, 2014 (this “Agreement”), is made by and between Eminence Capital, LLC on behalf of itself and certain of its affiliates listed on Exhibit A hereto (collectively, “Eminence”), on the one hand, and The Men’s Wearhouse, Inc., a Texas corporation (the “Company”), and Java Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“Purchaser,” and together with the Company, “MW”), on the other hand.
JOINT FILING AGREEMENT PURSUANT TO RULE 13(d)-1(k)Joint Filing Agreement • November 7th, 2013 • Eminence Capital LLC • Retail-apparel & accessory stores
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
AmendmentAmendment • December 18th, 2014 • Eminence Capital, Lp • Retail-apparel & accessory stores • New York
This Amendment (this "Amendment"), dated as of December 16, 2014, is made by and between Eminence Capital, LP, as successor to Eminence Capital, LLC, on behalf of itself and certain of its affiliates listed on Exhibit A hereto (collectively, "Eminence"), on the one hand, and The Men's Wearhouse, Inc., a Texas corporation (the "Company"), and Jos. A. Bank Clothiers, Inc., as successor to Java Corp. (together with the Company, "MW"), on the other hand, and amends the Agreement, dated as of February 24, 2014, between Eminence, the Company and Java Corp. (the "Agreement"). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given them in the Agreement.
JOINT FILING AGREEMENT PURSUANT TO RULE 13(d)-1(k)Joint Filing Agreement • December 18th, 2014 • Eminence Capital, Lp • Retail-apparel & accessory stores
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
TERMINATION AGREEMENTTermination Agreement • March 11th, 2016 • Eminence Capital, Lp • Services-prepackaged software
Reference is made to that certain Agreement by and between Eminence Capital, LP (“Eminence”) and Sachem Head Capital Management LP (“Sachem Head”), dated as of November 13, 2015 (the “Original Agreement”). Pursuant to Section 6(A) of the Original Agreement, Eminence and Sachem Head hereby mutually agree to terminate the Original Agreement, effective immediately (the “Termination”). Each of Eminence and Sachem Head agrees and acknowledges that as of the execution hereof (i) they have no agreement, arrangement or understanding whatsoever among themselves with respect to the acquisition, holding, voting or disposition of securities of Autodesk, Inc. and (ii) each may vote or dispose of any securities of Autodesk, Inc. that they may beneficially own in their sole discretion, subject to any contractual obligations each may have to other third parties. For the avoidance of doubt, Sections 4 and 8 of the Original Agreement shall survive the Termination.
JOINT FILING AGREEMENT PURSUANT TO RULE 13(d)-1(k)Joint Filing Agreement • November 16th, 2015 • Eminence Capital, Lp • Services-prepackaged software
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
