JOINT FILING AGREEMENTJoint Filing Agreement • October 8th, 2015 • Elliott Associates, L.P.
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common shares, no par value, of Mitel Networks Corporation dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.
STOCKHOLDER VOTING AND SUPPORT AGREEMENTStockholder Voting and Support Agreement • May 23rd, 2016 • Elliott Associates, L.P. • Delaware
THIS STOCKHOLDER VOTING AND SUPPORT AGREEMENT (this "Agreement") is made and entered into as of May 23, 2016 by and between Ares Capital Corporation, a Maryland corporation ("Parent"), on the one hand, and Elliott Associates, L.P., a Delaware limited partnership ("Elliott"), and Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International", and with Elliott, each, a "Stockholder", and together, the "Stockholders") stockholders of American Capital, Ltd., a Delaware corporation (the "Company"), on the other hand.
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 10th, 2017 • Elliott Associates, L.P. • New York
INDEMNIFICATION AGREEMENT, dated as of January 31, 2017 (this "Agreement"), by and among Elliott Associates, L.P., a Delaware limited partnership ("Elliott Associates"), Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International", and together with Elliott Associates, "Elliott"), and Larry A. Lawson ("Consultant").
JOINT FILING AGREEMENTJoint Filing Agreement • August 13th, 2018 • Elliott Associates, L.P.
The undersigned hereby agree that the statement on Schedule 13D with respect to the shares of Common Stock of Nielsen Holdings plc, dated August 10, 2018, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
WAIVER AGREEMENTWaiver Agreement • May 13th, 2013 • Elliott Associates, L.P. • New York
THIS WAIVER (this “Waiver”), dated as of May 12, 2013, of certain provisions of the Engagement and Indemnification Agreement, dated as of January 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among Elliott Associates, L.P., a Delaware limited partnership (“Elliott Associates”), Elliott International, L.P., a Cayman Islands limited partnership (“Elliott International”, and together with Elliott Associates, “Elliott”), and [ ] (“Nominee”). Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Agreement.
March 1, 2017Elliott Associates, L.P. • March 3rd, 2017
JOINT FILING AGREEMENTJoint Filing Agreement • October 8th, 2015 • Elliott Associates, L.P.
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, par value $0.0005 per share, of Polycom, Inc. dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • February 20th, 2018 • Elliott Associates, L.P. • Delaware
This TENDER AND SUPPORT AGREEMENT (this "Agreement"), dated as of February 20, 2018, is entered into by and among QUALCOMM RIVER HOLDINGS B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the Laws of The Netherlands ("Buyer"), and the undersigned shareholders of NXP SEMICONDUCTORS N.V., a public limited liability company (naamloze vennootschap) organized under the Laws of The Netherlands (the "Company"), set forth on Schedule A hereto (each, a "Shareholder"). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Purchase Agreement and the Purchase Agreement Amendment (each as defined below), in each case as of the date hereof.
Elliott Associates, L.P. Elliott International, L.P.Letter Agreement • December 11th, 2018 • Elliott Associates, L.P. • Delaware
This letter agreement (this “Letter Agreement”) sets forth the several (and not joint and several) commitment of Elliott Associates, L.P., a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands limited partnership (each, an “Investor”), subject to the terms and conditions contained herein, to (x) purchase, or cause the purchase of, the equity of Toro Private Holdings III, Ltd., a private limited company organized under the laws of England and Wales (“Parent”), and (y) contribute to Parent, shares of common stock, par value $0.0025 per share, of the Company (the “Shares”) in exchange for additional equity in Parent. It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time pursuant to the terms thereof, the “Merger Agreement”) entered into concurrently herewith by and among Parent, following the execution of a joinder, Toro Private Holdings IV, Ltd., a Bermuda exempted comp
JOINT FILING AGREEMENTJoint Filing Agreement • June 11th, 2015 • Elliott Associates, L.P.
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, $.001 par value per share, of Citrix Systems, Inc. dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.
Elliott Management Corp.Elliott Associates, L.P. • December 11th, 2014 • New York
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Elliott Group”), including Elliott International, L.P., an affiliate of Elliott Management Corporation, for (i) election as a director of Family Dollar Stores, Inc. (the “Company”) at the Company’s 2015 annual meeting of stockholders or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, (the “Annual Meeting”), or (ii) appointment or election by other means, including by written consent of the Company’s stockholders.
JOINT FILING AGREEMENTJoint Filing Agreement • November 16th, 2015 • Elliott Associates, L.P.
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, $0.01 par value, of American Capital, Ltd. dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.
Confidentiality AgreementElliott Associates, L.P. • November 17th, 2014 • Delaware
In connection with your consideration of a business combination transaction between Riverbed Technology, Inc., a Delaware corporation (together with its subsidiaries, the “Company”) and a subsidiary of any funds managed by you or your affiliates (together, “Buyer”) (any such transaction being referred to herein as a “Transaction”), it is expected that each of the parties hereto will convey, furnish or otherwise make available to the other party and its Representatives (as defined below), Confidential Information (as defined below) for purposes of evaluating a Transaction. Each of the parties hereto hereby agrees to treat all Confidential Information of the other party hereto, all Evaluation Material (as defined below), and all Transaction Information (as defined below) in accordance with the provisions of this letter agreement, and to take or abstain from taking certain other actions herein set forth. The party hereto conveying, furnishing or otherwise making available Confidential Inf
JOINT FILING AND SOLICITATION AGREEMENTJoint Filing and Solicitation Agreement • February 1st, 2017 • Elliott Associates, L.P. • New York
This Agreement (this "Agreement") is made and entered into as of January 31, 2017, by and among (i) Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc. (together, "Elliott"), (ii) Christopher L. Ayers, (iii) Elmer L. Doty, (iv) Charles M. Hall, (v) Bernd F. Kessler and (vi) Patrice E. Merrin (each of the foregoing a "Party", and collectively, the "Parties" or the "Group").
JOINT FILING AGREEMENTJoint Filing Agreement • December 11th, 2014 • Elliott Associates, L.P.
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, $.10 Par Value, of Family Dollar Stores, Inc. dated December 11, 2014 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
TERMINATION AGREEMENTTermination Agreement • February 13th, 2017 • Elliott Associates, L.P.
Reference is made to that certain Amended and Restated Agreement by and between Elliott Associates, L.P. ("EALP"), Elliott International, L.P. ("EILP") and Elliott International Capital Advisors Inc. (together with EALP and EILP, "Elliott") and Bluescape Energy Partners LLC ("BEP") and BEP Special Situations 2 LLC (together with BEP, "Bluescape"), dated as of January 16, 2017 (the "Original Agreement"). Pursuant to Section 7 of the Original Agreement, Elliott and Bluescape hereby mutually agree to terminate the Original Agreement, effective immediately (the "Termination"). Each of Elliott and Bluescape hereby agree and acknowledge 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 NRG Energy, Inc. and (ii) each may vote or dispose of any securities of NRG Energy, Inc. that they may beneficially own in their sole discretion, subject to any co
Alcoa Inc. New York, New York 10022Letter Agreement • February 1st, 2016 • Elliott Associates, L.P. • New York
This letter agreement (this “Agreement”) constitutes the agreement between Alcoa Inc., a Pennsylvania corporation (the “Company”), Elliott Associates, L.P., a Delaware limited partnership (“Elliott Associates”), Elliott International, L.P., a Cayman Islands limited partnership (“Elliott International”), and Elliott International Capital Advisors Inc., a Delaware corporation (“EICA” and collectively with Elliott Associates and Elliott International, “Elliott”; each of Elliott Associates, Elliott International and EICA is an “Elliott Party”), with respect to the matters set forth below. Each of the Company and the Elliott Parties is referred to herein as a “Party” and, collectively, as the “Parties.”
May 23, 2016Elliott Associates, L.P. • May 23rd, 2016 • Delaware
JOINT FILING AGREEMENTJoint Filing Agreement • June 11th, 2018 • Elliott Associates, L.P.
Siris Partners IV (Cayman) Main, L.P. Siris Partners IV (Cayman) Parallel, L.P. c/o Siris Capital Group, LLC 601 Lexington Avenue, 59th Floor New York, New York 10022 December 9, 2018Letter Agreement • December 11th, 2018 • Elliott Associates, L.P. • Delaware
This letter agreement is entered into by Toro Private Holdings III, Ltd. (“Parent”), Siris Partners IV (Cayman) Main, L.P. and Siris Partners IV (Cayman) Parallel, L.P. (collectively, “Sierra”) and Elliott Associates, L.P. and Elliott International, L.P. (collectively, “Echo”).
COOPERATION AGREEMENTCooperation Agreement • March 9th, 2018 • Elliott Associates, L.P. • Delaware
This Cooperation Agreement (this "Agreement") is made and entered into as of March 8, 2018, by and among Akamai Technologies, Inc., a Delaware corporation (the "Company"), Elliott Associates, L.P., a Delaware limited partnership ("Elliott Associates"), Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International"), and Elliott International Capital Advisors Inc., a Delaware corporation (together with Elliott Associates and Elliott International, the "Investors"). Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in paragraph 14 below.
JOINT FILING AGREEMENTJoint Filing Agreement • March 3rd, 2016 • Elliott Associates, L.P.
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, $0.0001 par value, of Qlik Technologies Inc.. dated as of the date hereof is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended.
ContractConfidentiality Agreement • November 25th, 2015 • Elliott Associates, L.P. • New York
ENGAGEMENT AND INDEMNIFICATION AGREEMENTEngagement and Indemnification Agreement • February 1st, 2017 • Elliott Associates, L.P. • New York
ENGAGEMENT AND INDEMNIFICATION AGREEMENT, dated as of January __, 2017 (this "Agreement"), by and among Elliott Associates, L.P., a Delaware limited partnership ("Elliott Associates"), Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International", and together with Elliott Associates, "Elliott"), and ___________________________ ("Nominee").
JOINT FILING AGREEMENTJoint Filing Agreement • April 2nd, 2018 • Elliott Associates, L.P.
The undersigned hereby agree that the statement on Schedule 13D with respect to the shares of Common Stock of Commvault Systems, Inc., dated April 2, 2018, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
JOINT FILING AGREEMENTJoint Filing Agreement • March 26th, 2018 • Elliott Associates, L.P.
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Shares of Travelport Worldwide Limited, dated March 26, 2018, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
JOINT FILING AGREEMENTJoint Filing Agreement • November 16th, 2017 • Elliott Associates, L.P.
The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of MEDNAX, Inc. dated November 16, 2017, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
October 26, 2017 Ginsberg Holdco, Inc. c/o Elliott Management Corporation New York, NY 10019 Re: Equity Financing and Rollover Commitment Ladies and Gentlemen:Letter Agreement • October 30th, 2017 • Elliott Associates, L.P. • Delaware
This letter agreement (this “Agreement”) sets forth the commitments of Elliott Associates, L.P., a Delaware limited partnership, and Elliott International, L.P., a Cayman Islands limited partnership (collectively, the “Funds” and each a “Fund”), subject to the terms and conditions contained herein, to (x) purchase, directly or indirectly, certain equity interests of Ginsberg Holdco, Inc., a newly formed Delaware corporation (“Newco”), and (y) contribute to Newco, directly or indirectly, shares (“Shares”) of common stock, par value $0.0001 per share, of Gigamon Inc., a Delaware corporation (the “Company”), in exchange for additional equity interests of Newco. It is contemplated that, pursuant to the Merger Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of the date hereof, by and among the Company, Newco and Ginsberg Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Newco (“Merger Sub”), Mer
WAIVER AGREEMENTWaiver Agreement • January 4th, 2019 • Elliott Associates, L.P. • New York
This WAIVER AGREEMENT (this “Waiver Agreement”), dated as of December 31, 2018, is entered into by and among Elliott Associates, L.P., Elliott International, L.P., Manchester Securities Corp. (individually, each an “Elliott Entity” and collectively, the “Elliott Entities”) and CorMedix Inc., a Delaware corporation (the “Company”).
CONSULTING AGREEMENTConsulting Agreement • March 10th, 2017 • Elliott Associates, L.P. • New York
This Consulting Agreement (this "Agreement"), dated as of January 31, 2017, by and among Elliott Associates, L.P., a Delaware limited partnership ("Elliott Associates"), Elliott International, L.P., a Cayman Islands limited partnership ("Elliott International", and together with Elliott Associates, "Elliott"), and Larry A. Lawson ("Consultant").
