This standstill agreement template has 5 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our standstill agreement template:
STANDSTILL AGREEMENT This Standstill Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "First Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Second Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS, [YOUR COMPANY NAME], (the "First Party" hereinafter), a [STATE/PROVINCE] limited liability company which is wholly owned by First Party, [COMPANY NAME], a [STATE/PROVINCE] corporation, (the "Second Party" hereinafter), a wholly-owned subsidiary of Second Party, have entered into an Agreement and Plan of Merger dated as of [DATE] (the "Merger Agreement") (capitalized terms used but not otherwise defined in this Agreement have the meanings assigned to such terms in the Merger Agreement), which provides for the merger of First Party with and into Second Party (the "Merger") in accordance with the laws of the State of [SPECIFY STATE] and the provisions of the Merger Agreement; and WHEREAS, as a condition to the willingness of First Party to enter into the Merger Agreement and incur the obligations set forth therein, First Party has required that Second Party agree, and in order to induce First Party to enter into the Merger Agreement, Second Party have agreed, to enter into this Agreement. NOW, THEREFORE, in consideration of the foregoing premises and agreements contained herein, the parties hereto agree as follows: STANDSTILL PROVISIONS The Standstill Obligation During the Standstill Period (as defined below), without the prior written consent of First Party, each of Second Party agrees that it shall not, nor shall Second Party permit any of its affiliates (as such term is defined in the [YOUR COUNTRY] Securities Exchange Act, as amended (the "Exchange Act")) to, nor shall Second Party agree, or advise, assist, encourage, provide information or provide financing to others, or permit its affiliates to agree, or to advise, assist, encourage, provide information or provide financing to others, to, individually or collectively, directly or indirectly: acquire or offer to acquire or agree to acquire from any individual, partnership, limited partnership, limited liability company, firm, joint venture, association, joint-stock company, corporation, trust, business trust, unincorporated organization or other entity or government or any department or agency thereof (each, a "Person"), directly or indirectly, by purchase or merger, through the acquisition of control of another Person, by joining a partnership, limited partnership or other "group" (within the meaning of Section [SPECIFY] of the Exchange Act) or otherwise, beneficial ownership of any equity securities of First Party, or direct or indirect rights (including convertible securities) or options to acquire such beneficial ownership (or otherwise act in concert with respect to any such securities, rights or options with any Person that so acquires, offers to acquire or agrees to acquire); provided, however, that no such acquisition, offer to acquire or agreement to acquire shall be deemed to occur solely due to (a) a stock split, reverse stock split, reclassification, reorganization or other transaction by First Party affecting any class of the outstanding capital stock of First Party generally or (b) a stock dividend or other pro rata distribution by First Party to holders of its outstanding capital stock; or make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" to vote (as such terms are used in the Regulation [SPECIFY] promulgated under the Exchange Act), become a "participant" in any "election contest" or initiate, propose or otherwise solicit stockholders of First Party for the approval of any stockholder proposals, in each case with respect to First Party; provided, however, that the foregoing shall not apply to any person who is a director of First Party acting in his capacity as a director of First Party with respect to matters approved by a majority of the Board of Directors of First Party; or form, join, in any way participate in, or encourage the formation of, a group (within the meaning of [SPECIFY] of the Exchange Act) with respect to any voting securities of First Party; or deposit any securities of First Party into a voting trust, or subject any securities of First Party to any agreement or arrangement with respect to the voting of such securities, or other agreement or arrangement having similar effect; or alone or in concert with others, seek, or encourage or support any effort, to influence or control the management, Board of Directors, business, policies, affairs or actions of First Party; or request [SPECIFY] (or any directors, officers, employees or agents of First Party), directly or indirectly, to amend, waive or modify any provision of this Section 1.1. The Standstill Period As used in this Agreement, the term "Standstill Period" shall mean that period commencing immediately following the consummation of the Merger and expiring on the [NUMBER] anniversary of the date of such consummation. MISCELLANEOUS Notices
