| Preview
Full Doc
 | 2004 |
Standstill Agreement
Standstill Agreement (25K)
Doc #1134026: Click preview link for longer preview.
STANDSTILL AGREEMENT
THIS STANDSTILL AGREEMENT, dated as of October 18, 2004 (this �Agreement�), is entered into by and between (i) ACLARA BioSciences, Inc., a Delaware corporation (�ACLARA�), and (ii) Perry Partners L.P., a Delaware limited partnership, Perry Partners International, Inc., a British Virgin Islands corporation, and Auda Classics plc (collectively, �Perry�).
WHEREAS, ACLARA is a party to that certain Rights Agreement, dated as of March 16, 2001, with Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the �Rights . . .
1134026
|
ACLARA
As referenced in this Standstill Agreement:
ACLARA BioSciences, Inc. – 4.4 3 dex44.htm STANDSTILL AGREEMENT
Exhibit 4.4
STANDSTILL AGREEMENT
THIS STANDSTILL AGREEMENT, dated as of October 18, 2004 (this Agreement), is entered into by and between (i) ACLARA BioSciences, Inc. , a Delaware corporation (ACLARA), and (ii) Perry Partners L.P., a Delaware limited partnership, Perry Partners International, Inc., a British Virgin Islands corporation, and Auda Classics plc (collectively, Perry).
_____________
ACLARA BioSciences, Inc. – electronic transmission, in all cases addressed to the party for whom intended at its address set forth below:
If to the Company (prior
to the consummation of
the Transaction), to:
ACLARA BioSciences, Inc.
1288 Pear Avenue
Mountain View, California 94043
Facsimile No.: (650) 210-1210
Attention: Alfred G. Merriweather
with a copy to:
Latham & Watkins LLP
135 Commonwealth Drive
Menlo Park,
_____________
ACLARA BIOSCIENCES, INC. – all of which taken together shall constitute one and the same agreement.
6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
ACLARA BIOSCIENCES, INC.
By:
/s/ Alfred G. Merriweather
Name:
Alfred G. Merriweather
Title:
Chief Financial Officer
PERRY PARTNERS, L.P.
By:
Perry Corp., its General Partner
By:
/s/ Randy Borkenstein
Name:
Randy
_____________
ACLARA BioSciences, Inc. – AMENDMENT
TO THE
RIGHTS AGREEMENT
This Third Amendment, dated as of October 18, 2004 (this Third Amendment), amends the Rights Agreement, dated as of March 16, 2001, by and between ACLARA BioSciences, Inc. , a Delaware corporation (the Company), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the Rights Agent), as amended by the Amendment to the
_____________
ACLARA BIOSCIENCES, INC. – under the Rights Agreement.
A-4
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of the day and year first above written.
ACLARA BIOSCIENCES, INC. ,
a Delaware corporation
By:
Name:
Alfred Merriweather
Title:
Chief Financial Officer
MELLON INVESTOR SERVICES LLC,
as Rights Agent
By:
Name:
Cecil D. Bobey
Title:
Assistant Vice President
A-5
_____________
dt 1453651
;
ACLARA
As referenced in this Standstill Agreement:
ACLARA BioSciences, Inc. – 4.4 3 dex44.htm STANDSTILL AGREEMENT
Exhibit 4.4
STANDSTILL AGREEMENT
THIS STANDSTILL AGREEMENT, dated as of October 18, 2004 (this Agreement), is entered into by and between (i) ACLARA BioSciences, Inc. , a Delaware corporation (ACLARA), and (ii) Perry Partners L.P., a Delaware limited partnership, Perry Partners International, Inc., a British Virgin Islands corporation, and Auda Classics plc (collectively, Perry).
_____________
ACLARA BioSciences, Inc. – electronic transmission, in all cases addressed to the party for whom intended at its address set forth below:
If to the Company (prior
to the consummation of
the Transaction), to:
ACLARA BioSciences, Inc.
1288 Pear Avenue
Mountain View, California 94043
Facsimile No.: (650) 210-1210
Attention: Alfred G. Merriweather
with a copy to:
Latham & Watkins LLP
135 Commonwealth Drive
Menlo Park,
_____________
ACLARA BIOSCIENCES, INC. – all of which taken together shall constitute one and the same agreement.
6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
ACLARA BIOSCIENCES, INC.
By:
/s/ Alfred G. Merriweather
Name:
Alfred G. Merriweather
Title:
Chief Financial Officer
PERRY PARTNERS, L.P.
By:
Perry Corp., its General Partner
By:
/s/ Randy Borkenstein
Name:
Randy
_____________
ACLARA BioSciences, Inc. – AMENDMENT
TO THE
RIGHTS AGREEMENT
This Third Amendment, dated as of October 18, 2004 (this Third Amendment), amends the Rights Agreement, dated as of March 16, 2001, by and between ACLARA BioSciences, Inc. , a Delaware corporation (the Company), and Mellon Investor Services LLC, a New Jersey limited liability company, as rights agent (the Rights Agent), as amended by the Amendment to the
_____________
ACLARA BIOSCIENCES, INC. – under the Rights Agreement.
A-4
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of the day and year first above written.
ACLARA BIOSCIENCES, INC. ,
a Delaware corporation
By:
Name:
Alfred Merriweather
Title:
Chief Financial Officer
MELLON INVESTOR SERVICES LLC,
as Rights Agent
By:
Name:
Cecil D. Bobey
Title:
Assistant Vice President
A-5
_____________
dt 1463882
;
|
ViroLogic
As referenced in this Standstill Agreement:
ViroLogic. – common stock, par value $0.001 per share, of the Company;
Company means (a) prior to the consummation of the Transaction, ACLARA and (B) following the consummation of the Transaction, ViroLogic.
Exchange Act means the Securities Exchange Act of 1934, as amended;
Group shall have the meaning set forth in Rule 13d-5, as in effect on the date hereof,
_____________
ViroLogic, – as in effect on the date hereof, under the Exchange Act;
Merger Agreement means that certain Agreement and Plan of Merger and Reorganization dated as of May 28, 2004 among ViroLogic, Apollo Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of ViroLogic, Apollo Merger Subsidiary, LLC, a Delaware limited liability company, and ACLARA.
Person shall have the
_____________
ViroLogic, – that certain Agreement and Plan of Merger and Reorganization dated as of May 28, 2004 among ViroLogic, Apollo Acquisition Sub, Inc., a Delaware corporation and a wholly owned subsidiary of ViroLogic, Apollo Merger Subsidiary, LLC, a Delaware limited liability company, and ACLARA.
Person shall have the meaning set forth in the Rights Agreement;
Securities Act means the Securities Act of
_____________
ViroLogic – amended;
Transaction means the merger of Apollo Acquisition Sub, Inc. with and into ACLARA in accordance with the Delaware General Corporation Law, pursuant to the terms of the Merger Agreement.
ViroLogic means ViroLogic, Inc., a Delaware corporation.
Voting Stock means the Common Stock and any other security or securities the holders of which are entitled, other than as affected by events
_____________
ViroLogic, – means the merger of Apollo Acquisition Sub, Inc. with and into ACLARA in accordance with the Delaware General Corporation Law, pursuant to the terms of the Merger Agreement.
ViroLogic means ViroLogic, Inc., a Delaware corporation.
Voting Stock means the Common Stock and any other security or securities the holders of which are entitled, other than as affected by events of
_____________
dt 1353144
|
| Preview
Full Doc
| 2001 |
Standstill Agreement
Standstill Agreement (6K)
Doc #1222982: Click preview link for longer preview.
STANDSTILL AGREEMENT
THIS STANDSTILL AGREEMENT (this "Agreement"), dated as of November 30,
2000, is entered into by and among Orbit Technologies, Inc., a Delaware
corporation, (the "Company") and the Creditors whose names are set forth on the
signature page of this Agreement (the "Creditors"). The Creditors and the
Company will be collectively referred to in this Agreement as the "Parties."
WITNESSETH:
WHEREAS, the undersigned Creditors mentioned in the attached . . .
1222982
| | |
| Preview
Full Doc
| 2000 |
Standstill Agreement
Standstill Agreement (158K)
Doc #1299401: Click preview link for longer preview.
Standstill Agreement
STOCK PURCHASE AND STANDSTILL AGREEMENT
This STOCK PURCHASE AND STANDSTILL AGREEMENT, dated as of November 3, 2000
(this "Agreement"), is made and entered into by and among READING ENTERTAINMENT,
INC., a Nevada corporation ("Reading"), FA, INC., a Nevada corporation and a
wholly owned subsidiary of Reading ("FA"), CITADEL HOLDING CORPORATION, a Nevada
corporation ("Citadel"), and CRAIG CORPORATION, a Nevada corporation ("Craig"
and, collectively with . . .
1299401
|
Beckman
As referenced in this Standstill Agreement:
Beckman Coulter, Inc. – is the Chief
Financial Officer of CHC and CC and the Chief Financial and Administrative
Officer of REI. Prior to joining the Company, Mr. Matyczynski was the
Finance Director of Beckman Coulter, Inc. Mr. Matyczynski was associated
with Beckman Coulter and its predecessors for more than the past twenty
years and also served as a director of certain Beckman Coulter
subsidiaries. REI
_____________
dt 1323156
;
Beckman
As referenced in this Standstill Agreement:
Beckman Coulter, Inc. – is the Chief
Financial Officer of CHC and CC and the Chief Financial and Administrative
Officer of REI. Prior to joining the Company, Mr. Matyczynski was the
Finance Director of Beckman Coulter, Inc. Mr. Matyczynski was associated
with Beckman Coulter and its predecessors for more than the past twenty
years and also served as a director of certain Beckman Coulter
subsidiaries. REI
_____________
dt 1321616
;
|
 National Auto Credit, Inc
As referenced in this Standstill Agreement:
NATIONAL AUTO CREDIT, – Reading ("FA"), CITADEL HOLDING CORPORATION, a Nevada
corporation ("Citadel"), and CRAIG CORPORATION, a Nevada corporation ("Craig"
and, collectively with Reading, FA and Citadel, the "Stockholders"), on the one
hand, and NATIONAL AUTO CREDIT, INC., a Delaware corporation ("NAC" or the
"Company"), on the other hand.
WHEREAS, certain disputes and differences have arisen between the Company
and Sam J. Frankino, a former executive
_____________
National Auto Credit, – Frankino, a former executive officer and current director and
stockholder of the Company ("Frankino"), and certain of his affiliates
(collectively, the "Frankino Parties"), which disputes have resulted in
litigation styled National Auto Credit, Inc. v. Sam J. Frankino, C.A. No. 17973
and Sam J. Frankino v. David L. Huber, et al., C.A. No. 17984, both pending in
the Court of
_____________
NATIONAL AUTO CREDIT, – ON TRANSFER CONTAINED IN THE STOCK PURCHASE AND STANDSTILL
AGREEMENT, DATED AS OF NOVEMBER __, 2000, BY AND AMONG READING
ENTERTAINMENT, INC., FA, INC., CITADEL HOLDING CORPORATION, CRAIG
CORPORATION AND NATIONAL AUTO CREDIT, INC. (THE "COMPANY") AND MAY NOT BE
TRANSFERRED EXCEPT AS PERMITTED BY THE TERMS THEREOF.
(ii) Each certificate representing Shares that were acquired from
the Company by FA on
_____________
National Auto Credit, – specified by like notice; provided, however, that any notice of a change of
address or facsimile number shall be effective only upon receipt thereof):
(a) If to the Company, to:
National Auto Credit, Inc.
30000 Aurora Road
Solon, Ohio 44139
Attention: David L. Huber, Chief Executive Officer
Facsimile: (440) 349-3141
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
_____________
NATIONAL AUTO CREDIT, – this Agreement.
[SIGNATURE PAGE FOLLOWS]
16
<PAGE>
IN WITNESS WHEREOF, the undersigned parties have executed this Stock
Purchase and Standstill Agreement as of the date first above written.
NATIONAL AUTO CREDIT, INC.
By: /s/ David L. Huber
----------------------------
Name: David L. Huber
---------------------
Title: President and CEO
--------------------
READING ENTERTAINMENT, INC.
By: /s/ S. Craig Tompkins
----------------------------
Name: S. Craig Tompkins
---------------------
Title: Vice Chairman
--------------------
_____________
dt 1375962
;
 Skadden
As referenced in this Standstill Agreement:
Skadden, Arps – If to the Company, to:
National Auto Credit, Inc.
30000 Aurora Road
Solon, Ohio 44139
Attention: David L. Huber, Chief Executive Officer
Facsimile: (440) 349-3141
with a copy to:
Skadden, Arps , Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attention: Jonathan J. Lerner, Esquire
Facsimile: (212) 735-2000
and
De Martino Finkelstein Rosen & Virga
_____________
dt 1431819
|
| Preview
Full Doc
| 2000 |
Standstill Agreement
Standstill Agreement (158K)
Doc #1653329: Click preview link for longer preview.
Standstill Agreement
STOCK PURCHASE AND STANDSTILL AGREEMENT
This STOCK PURCHASE AND STANDSTILL AGREEMENT, dated as of November 3, 2000
(this "Agreement"), is made and entered into by and among READING ENTERTAINMENT,
INC., a Nevada corporation ("Reading"), FA, INC., a Nevada corporation and a
wholly owned subsidiary of Reading ("FA"), CITADEL HOLDING CORPORATION, a Nevada
corporation ("Citadel"), and CRAIG CORPORATION, a Nevada corporation ("Craig"
and, collectively with . . .
1653329
|
Beckman
As referenced in this Standstill Agreement:
Beckman Coulter, Inc. – is the Chief
Financial Officer of CHC and CC and the Chief Financial and Administrative
Officer of REI. Prior to joining the Company, Mr. Matyczynski was the
Finance Director of Beckman Coulter, Inc. Mr. Matyczynski was associated
with Beckman Coulter and its predecessors for more than the past twenty
years and also served as a director of certain Beckman Coulter
subsidiaries. REI
_____________
dt 1323159
;
Beckman
As referenced in this Standstill Agreement:
Beckman Coulter, Inc. – is the Chief
Financial Officer of CHC and CC and the Chief Financial and Administrative
Officer of REI. Prior to joining the Company, Mr. Matyczynski was the
Finance Director of Beckman Coulter, Inc. Mr. Matyczynski was associated
with Beckman Coulter and its predecessors for more than the past twenty
years and also served as a director of certain Beckman Coulter
subsidiaries. REI
_____________
dt 1321619
;
|
National Auto Credit, Inc
As referenced in this Standstill Agreement:
NATIONAL AUTO CREDIT, – Reading ("FA"), CITADEL HOLDING CORPORATION, a Nevada
corporation ("Citadel"), and CRAIG CORPORATION, a Nevada corporation ("Craig"
and, collectively with Reading, FA and Citadel, the "Stockholders"), on the one
hand, and NATIONAL AUTO CREDIT, INC., a Delaware corporation ("NAC" or the
"Company"), on the other hand.
WHEREAS, certain disputes and differences have arisen between the Company
and Sam J. Frankino, a former executive
_____________
National Auto Credit, – Frankino, a former executive officer and current director and
stockholder of the Company ("Frankino"), and certain of his affiliates
(collectively, the "Frankino Parties"), which disputes have resulted in
litigation styled National Auto Credit, Inc. v. Sam J. Frankino, C.A. No. 17973
and Sam J. Frankino v. David L. Huber, et al., C.A. No. 17984, both pending in
the Court of
_____________
NATIONAL AUTO CREDIT, – ON TRANSFER CONTAINED IN THE STOCK PURCHASE AND STANDSTILL
AGREEMENT, DATED AS OF NOVEMBER __, 2000, BY AND AMONG READING
ENTERTAINMENT, INC., FA, INC., CITADEL HOLDING CORPORATION, CRAIG
CORPORATION AND NATIONAL AUTO CREDIT, INC. (THE "COMPANY") AND MAY NOT BE
TRANSFERRED EXCEPT AS PERMITTED BY THE TERMS THEREOF.
(ii) Each certificate representing Shares that were acquired from
the Company by FA on
_____________
National Auto Credit, – specified by like notice; provided, however, that any notice of a change of
address or facsimile number shall be effective only upon receipt thereof):
(a) If to the Company, to:
National Auto Credit, Inc.
30000 Aurora Road
Solon, Ohio 44139
Attention: David L. Huber, Chief Executive Officer
Facsimile: (440) 349-3141
with a copy to:
Skadden, Arps, Slate, Meagher & Flom LLP
_____________
NATIONAL AUTO CREDIT, – this Agreement.
[SIGNATURE PAGE FOLLOWS]
16
<PAGE>
IN WITNESS WHEREOF, the undersigned parties have executed this Stock
Purchase and Standstill Agreement as of the date first above written.
NATIONAL AUTO CREDIT, INC.
By: /s/ David L. Huber
----------------------------
Name: David L. Huber
---------------------
Title: President and CEO
--------------------
READING ENTERTAINMENT, INC.
By: /s/ S. Craig Tompkins
----------------------------
Name: S. Craig Tompkins
---------------------
Title: Vice Chairman
--------------------
_____________
dt 1375975
;
Skadden
As referenced in this Standstill Agreement:
Skadden, Arps – If to the Company, to:
National Auto Credit, Inc.
30000 Aurora Road
Solon, Ohio 44139
Attention: David L. Huber, Chief Executive Officer
Facsimile: (440) 349-3141
with a copy to:
Skadden, Arps , Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036
Attention: Jonathan J. Lerner, Esquire
Facsimile: (212) 735-2000
and
De Martino Finkelstein Rosen & Virga
_____________
dt 1432250
|