CONFIDENTIALITY AND STANDSTILL AGREEMENTConfidentiality and Standstill Agreement • May 21st, 2012 • Royal DSM N.V. • Surgical & medical instruments & apparatus • Delaware
Jefferies & Company, Inc. (“Jefferies”) has been engaged by Kensey Nash Corporation (the “Company”) to assist and advise the Company in connection with a possible transaction (a “Transaction”) with Royal DSM N.V. and/or one or more subsidiaries of Royal DSM N.V. (collectively, “DSM” or “you”). In connection with your interest in a Transaction, you have requested that you or your Representatives (as defined below) be furnished with access to certain information relating to the Company and its subsidiaries which is non-public, confidential or proprietary in nature. As a condition to furnishing you and your Representatives with access to such information, you agree, as set forth below, that you and your Representatives will treat confidentially all such information furnished (whether in written or oral form, electronically stored or otherwise) to you or your Representatives by or on behalf of the Company, whether before or after the date hereof, including without limitation, any analyses,
Re: Confidentiality and Standstill AgreementConfidentiality and Standstill Agreement • February 3rd, 2009 • Red Mountain Capital Partners LLC • Air courier services
As you know, that certain letter agreement by and between Red Mountain Capital Partners LLC, a Delaware limited liability company (“Red Mountain”) and Air Transport Services Group, Inc., a Delaware corporation (formerly ABX Holdings, Inc., “ATSG”), dated February 6, 2008, terminated automatically pursuant to its terms on December 31, 2008. In response to Red Mountain’s renewed request, ATSG has agreed to and expects to deliver to Red Mountain, following the execution and delivery of this letter agreement by Red Mountain, certain information about its properties, employees, finances, businesses and operations (including monthly financial information and all information and materials provided or made available to the full board of directors of ATSG (the “Board of Directors”) or otherwise to a majority of the members of the Board of Directors) that is currently available or becomes available during the duration of this letter agreement; provided, however, that nothing in this letter agree
Re: Confidentiality and Standstill AgreementConfidentiality and Standstill Agreement • February 24th, 2012 • Red Mountain Capital Partners LLC • Unsupported plastics film & sheet • Delaware
As you know, Red Mountain Capital Partners LLC, a Delaware limited liability company (“Red Mountain”), together with its Affiliates, beneficially own 4,110,011 shares of common stock of STR Holdings, Inc. (the “Company”), representing approximately 9.9% of the outstanding shares of the Company. In response to Red Mountain’s request, the Company has agreed to and expects to deliver to Red Mountain, following the execution and delivery of this letter agreement by Red Mountain, certain information about its properties, employees, finances, business and operations (including monthly financial information and all information and materials provided or made available to the full board of directors of the Company (the “Board of Directors”) or otherwise to a majority of the members of the Board of Directors) that is currently available or becomes available during the duration of this letter agreement.
Exhibit 99.1 Atlantic Holdings Corporation 4 Paragon Way, Freehold, New Jersey 07728 (732) 665-1100 Facsimile: (732) 761-0243 NASDAQ: NAHC CONFIDENTIALITY AND STANDSTILL AGREEMENT September 22, 2006 The Commerce Group, Inc. 211 Main Street Webster, MA...Confidentiality and Standstill Agreement • September 26th, 2006 • Commerce Group Inc /Ma • Fire, marine & casualty insurance • New York
Atlantic Holdings Corporation 4 Paragon Way, Freehold, New Jersey 07728 (732) 665-1100 Facsimile: (732) 761-0243 NASDAQ: NAHC CONFIDENTIALITY AND STANDSTILL AGREEMENT September 22, 2006 The Commerce Group, Inc. 211 Main Street Webster, MA 01570 Attention: Gerald Fels, Chief Executive Officer Ladies and Gentlemen: Each of National Atlantic Holdings Corp., a New Jersey corporation ("NAHC") and The Commerce Group, Inc., a Massachusetts corporation ("CGI"), may furnish certain confidential nonpublic information to the other party hereto in order to assist such other party in making an evaluation of a possible strategic transaction (a "Proposed Transaction") involving NAHC and CGI. Each party hereto, in consideration of the other party's agreement to furnish information to it (each party furnishing such information shall be hereinafter referred to, with respect to such information, as the "Disclosing Party" and each party receiving such information shall be hereinafter referred to, with res
Exhibit 10.2 GOLF TRUST OF AMERICA February 14, 2001 Mr. Larry Young The Legends Group 1500 Legends Drive Myrtle Beach, SC 29579 CONFIDENTIALITY AND STANDSTILL AGREEMENT Ladies and Gentlemen: In connection with that certain Purchase Agreement among...Confidentiality and Standstill Agreement • March 14th, 2001 • Golf Trust of America Inc • Land subdividers & developers (no cemeteries) • Maryland
February 6, 2008Confidentiality and Standstill Agreement • February 7th, 2008 • Red Mountain Capital Partners LLC • Air courier services • Ohio
As you know, Red Mountain Capital Partners LLC, a Delaware limited liability company (“Red Mountain”), Red Mountain Capital Partners II, L.P., a Delaware limited partnership, Red Mountain Capital Partners III, L.P., a Delaware limited partnership, RMCP GP LLC, a Delaware limited liability company, Red Mountain Capital Management, Inc., a Delaware corporation, and Willem Mesdag, a natural person and citizen of the United States of America (collectively, but excluding Red Mountain, the “Affiliates”), filed a Schedule 13D with the Securities and Exchange Commission (the “SEC”) on November 20, 2006, concerning the beneficial ownership of Red Mountain and the Affiliates of shares of common stock, $0.01 par value per share, of ABX Holdings, Inc., a Delaware corporation (“ABX Holdings”). An Amendment to the Schedule 13D was filed on September 24, 2007, referencing and incorporating a letter to the board of directors of ABX Holdings (the “Board of Directors”). In response to Red Mountain’s req
WITNESSETH:Confidentiality and Standstill Agreement • December 20th, 1996 • Zurn Industries Inc • Cogeneration services & small power producers • Texas
AIR TRANSPORT SERVICES GROUP, INC. LETTERHEAD]Confidentiality and Standstill Agreement • June 18th, 2012 • Air Transport Services Group, Inc. • Air courier services
As you know, that certain letter agreement by and between Red Mountain Capital Partners LLC, a Delaware limited liability company (“Red Mountain”) and Air Transport Services Group, Inc., a Delaware corporation (formerly ABX Holdings, Inc., “ATSG”), dated February 6, 2008, terminated automatically pursuant to its terms on December 31, 2008. In response to Red Mountain's renewed request, ATSG has agreed to and expects to deliver to Red Mountain, following the execution and delivery of this letter agreement by Red Mountain, certain information about its properties, employees, finances, businesses and operations (including monthly financial information and all information and materials provided or made available to the full board of directors of ATSG (the “Board of Directors”) or otherwise to a majority of the members of the Board of Directors) that is currently available or becomes available during the duration of this letter agreement; provided, however, that nothing in this letter agree
ContractConfidentiality and Standstill Agreement • December 2nd, 2005 • TDC a/S • Telephone communications (no radiotelephone)
To Apax Partners Worldwide LLP The Blackstone Group International Limited Permira Advisers KB Providence Equity Partners Limited Kohlberg Kravis Roberts & Co. Ltd. (together the “Sponsors”)
CONFIDENTIALITY AND STANDSTILL AGREEMENT March 26, 2013Confidentiality and Standstill Agreement • April 2nd, 2013 • Henry Partners L P • Communications equipment, nec • New York
Confidentiality and Standstill AgreementConfidentiality and Standstill Agreement • January 7th, 2009 • Stephens Investments Holdings LLC • Retail-home furniture, furnishings & equipment stores • California
As you know, Stephens Investments Holdings LLC (“SIH”) filed a second Amendment to Schedule 13D with the Securities and Exchange Commission on December 5, 2008, concerning the beneficial ownership by Warren A. Stephens and SIH (collectively, the “Receiving Party”) of shares of common stock, par value $0.01 per share (the “Common Stock”), of Cost Plus, Inc., a California corporation (the “Disclosing Party”). As you also know, the Disclosing Party has entered into an Amended and Restated Preferred Shares Rights Agreement, dated as of June 24, 2008, by and between the Disclosing Party and Computershare Trust Company, N.A. (the “Rights Agreement”). In response to the Receiving Party’s request, the Disclosing Party has agreed to and expects to deliver to the Receiving Party, following the execution and delivery of this letter agreement by the Receiving Party, certain information about its properties, employees, finances, businesses and operations that has previously been prepared, in the or
The Wiser Oil Company 8115 Preston Road, Suite 400 Dallas, TX 75225 214-360-3591Confidentiality and Standstill Agreement • May 28th, 2004 • Wiser Oil Co • Crude petroleum & natural gas • Texas
You have advised us of your interest in exploring a possible negotiated transaction involving The Wiser Oil Company and/or its subsidiaries and affiliates ("Wiser") and Forest Oil Corporation (the "Company,") hereinafter referred to the "Transaction." In connection with the possible Transaction, Wiser and the Company ("Party" or "Parties") intend to acquire certain information from each other, which may be confidential, secret or proprietary in nature, in order to assist the Parties in their evaluation and investigation (collectively, the "Information."). As a condition to being furnished with the Information, the Parties agree (and agree to cause their affiliates) to treat the Information in accordance with the following:
Sciele Pharma, Inc. Five Concourse Parkway Suite 1800 Atlanta, Georgia 30328Confidentiality and Standstill Agreement • September 8th, 2008 • Tall Bridge, Inc. • Pharmaceutical preparations • New York
In connection with the consideration of a possible transaction (the “Proposed Transaction”) between Shionogi & Co., Ltd. (“Shionogi”) and Sciele Pharma, Inc. (“Sciele”), each party has requested of the other certain financial, technical and other information concerning the business and affairs of the other party. As a condition to the disclosure of such information by either party to the other, each party agrees to comply with the terms and conditions set forth below. For ease of reference, Shionogi and Sciele shall each be referred to as the disclosing party, the receiving party, the nonbreaching party and the enforcing party as the context requires.
Exhibit 99.(D)(1) RREEF America L.L.C. May 23, 2001 Page 1 CONFIDENTIALITY AND STANDSTILL AGREEMENT ----------------------------------------Confidentiality and Standstill Agreement • November 5th, 2001 • Cabot Industrial Trust • Real estate investment trusts • Massachusetts
July 26, 2007 Hidary Group Acquisitions, LLC 10 W. 33rd Street, 9th Floor New York, New York 10001 Attention: Jack D. Hidary Gentlemen: We are aware of your position that the Agreement and Plan of Merger, dated as of June 1, 2007, among Hidary Group...Confidentiality and Standstill Agreement • July 30th, 2007 • Everlast Worldwide Inc • Women's, misses', and juniors outerwear
We are aware of your position that the Agreement and Plan of Merger, dated as of June 1, 2007, among Hidary Group Acquisitions, LLC, Hidary Group Acquisitions, Inc. (collectively, "Hidary") and Everlast Worldwide Inc. ("Everlast") (the "Hidary Merger Agreement"), remains in effect. We are also aware of your position that, as a consequence, the standstill provision of the Confidentiality and Standstill Agreement, dated as of May 9, 2007, between M. Hidary & Company, Inc. and Everlast (the "Confidentiality Agreement"), that would, among other things, prohibit Hidary from undertaking a tender offer for shares of Everlast's stock or otherwise make an acquisition proposal under the Agreement and Plan of Merger, dated as of June 28, 2007, by and among Everlast, Brands Holdings Limited and EWI Acquisition, Inc. (the "Brands Merger Agreement"), remains in effect.
Exhibit (d)(3) U.S. Laboratories Inc. 14175 Biscayne Place Poway, California 92064 March 17, 2002 PERSONAL AND CONFIDENTIAL Bureau Veritas S.A. 92077 Paris La Defense Cedex France Attention: Mr. Frank Piedelievre, Chief Executive Officer Re:...Confidentiality and Standstill Agreement • August 22nd, 2002 • U S Laboratories Inc • Services-testing laboratories • California
EVERLAST WORLDWIDE INC.Confidentiality and Standstill Agreement • July 31st, 2007 • Brands Holdings LTD • Women's, misses', and juniors outerwear
We are aware of your position that the Agreement and Plan of Merger, dated as of June 1, 2007, among Hidary Group Acquisitions, LLC, Hidary Group Acquisitions, Inc. (collectively, “Hidary”) and Everlast Worldwide Inc. (“Everlast”) (the “Hidary Merger Agreement”), remains in effect. We are also aware of your position that, as a consequence, the standstill provision of the Confidentiality and Standstill Agreement, dated as of May 9, 2007, between M. Hidary & Company, Inc. and Everlast (the “Confidentiality Agreement”), that would, among other things, prohibit Hidary from undertaking a tender offer for shares of Everlast’s stock or otherwise make an acquisition proposal under the Agreement and Plan of Merger, dated as of June 28, 2007, by and among Everlast, Brands Holdings Limited and EWI Acquisition, Inc. (the “Brands Merger Agreement”), remains in effect.
