EX-99.1 2 d458069dex991.htm NOMINATION AND STANDSTILL AGREEMENT EXECUTION COPY NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • May 5th, 2020
This Nomination and Standstill Agreement (this “Agreement”) dated December 21, 2012, is by and among the persons and entities listed on Schedule A (collectively, the “ValueAct Group”, and individually a “member” of the ValueAct Group), CBRE Group, Inc. (the “Company”) and Brandon B. Boze, in his individual capacity and as a member of the ValueAct Group (the “ValueAct Designee”).
ContractNomination and Standstill Agreement • May 5th, 2020
EX-10.1 2 nominationandstandstillagr.htm EXHIBIT EXECUTION VERSION Nomination and Standstill Agreement This Nomination and Standstill Agreement (this “Agreement”) dated as of November 10, 2013, is by and among the persons and entities listed on Exhibit A hereto (collectively, the “Shareholders”, and individually each a “Shareholder”), Samuel Merksamer, Vincent Intrieri (each, an “Icahn Designee” and collectively, the “Icahn Designees”; in addition, the terms “Icahn Designee” and “Icahn Designees” shall include and be deemed to refer to, any “Replacement” who is an “Acceptable Person” (each as defined in Section 1.3(b) below)) and Transocean Ltd. (the “Company”). WITNESSETH: WHEREAS, the Shareholders are currently the beneficial owners of 21,477,900 shares (the “Shares”) of the common stock, par value CHF 15.00 per share, of the Company (“Common Stock”), which represents approximately 5.96% of the outstanding shares of Common Stock (based upon the number of shares stated to be outstandi
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • March 25th, 2015 • HG Vora Capital Management, LLC • Services-membership sports & recreation clubs • Delaware
This Agreement (this “Agreement”) is made and entered into as of March 24, 2015, by and among Town Sports International Holdings, Inc. (the “Company”), PW Partners Atlas Fund III LP (“Atlas Fund III”), PW Partners Master Fund LP (“PW Master Fund”), PW Partners Atlas Funds, LLC (“Atlas Fund GP”), PW Partners, LLC (“PW Master Fund GP”), PW Partners Capital Management LLC (“PW Capital Management”), Patrick Walsh (“Mr. Walsh” and collectively, with Atlas Fund III, Atlas Fund GP, PW Master Fund, PW Master Fund GP and PW Capital Management, the “PW Group Shareholders”), HG Vora Special Opportunities Master Fund, Ltd. (“HG Vora Master Fund”), HG Vora Capital Management, LLC (“HG Vora Capital Management”), Parag Vora (“Mr. Vora” and collectively, with HG Vora Master Fund and HG Vora Capital Management, the “HG Vora Group Shareholders,” and collectively, with the PW Group Shareholders, the “PW Group/HG Vora Group Shareholders”) (each of the Company and the PW Group/HG Vora Group Shareholders, a
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • June 4th, 2014 • North Tide Capital, LLC • Services-misc health & allied services, nec
This Nomination and Standstill Agreement (this "Agreement"), dated as of June 2, 2014, is by and among the natural persons and entities listed on Schedule A (collectively, the "North Tide Group," and individually a "member" of the North Tide Group) and Healthways, Inc., a Delaware corporation (the "Company").
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • May 5th, 2020 • Ohio
This Nomination and Standstill Agreement dated February 22, 2019 (this “Agreement”), is by and among Diebold Nixdorf, Incorporated (the “Company”), the individuals and entities listed on Schedule I, attached hereto (collectively, with their respective Affiliates, “GAMCO”) (each of the Company and GAMCO, a “Party” to this Agreement, and collectively, the “Parties”).
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • March 20th, 2019 • Pfsweb Inc • Services-business services, nec
This Nomination and Standstill Agreement, dated March 15, 2019 (this “Agreement”), is by and among the persons and entities listed on Schedule A hereto (collectively, the “Ajdler Group” or the “Investors”, and individually a “member” of the Ajdler Group) and PFSweb, Inc. (the “Company”).
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • February 21st, 2014 • Ariad Pharmaceuticals Inc • Biological products, (no disgnostic substances) • Delaware
This NOMINATION AND STANDSTILL AGREEMENT (the “Agreement”) is made as of February 20, 2014 by and among ARIAD Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the persons and entities listed on Schedule A hereto (collectively, the “Sarissa Group”). In consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • April 1st, 2015 • Aegerion Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This NOMINATION AND STANDSTILL AGREEMENT (the “Agreement”) is made as of March 29, 2015 by and among AEGERION Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the entities listed on Schedule A hereto (collectively, the “Sarissa Group”). In consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • May 12th, 2017 • Birner Dental Management Services Inc • Services-health services • Colorado
This NOMINATION AND STANDSTILL AGREEMENT dated May 11, 2017 (this “Agreement”) is by and among Digirad Corporation (“Digirad”) and the other members of the Digirad Group listed on the signature page hereto (collectively with Digirad, the “Digirad Group” and each individually a “member” of the Digirad Group), Birner Dental Management Services, Inc. (the “Company”), Frederic W.J. Birner and Dennis N. Genty.
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • March 6th, 2015 • Axcelis Technologies Inc • Special industry machinery, nec • Delaware
This Nomination and Standstill Agreement, dated March 5, 2015 (this “Agreement”), is by and among Axcelis Technologies, Inc. (the “Company”) and the entities and natural persons listed on Exhibit A hereto and their respective Affiliates (collectively, “Vertex”) (each of the Company and Vertex, a “Party” to this Agreement, and collectively, the “Parties”).
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • February 27th, 2014 • Coppersmith Capital Management, LLC • Electromedical & electrotherapeutic apparatus • New York
This Nomination and Standstill Agreement (this “Agreement”), dated February 25, 2014, is by and among the persons and entities listed on Schedule A (collectively, the “Coppersmith Group”, and individually a “Member” of the Coppersmith Group), CONMED Corporation (the “Company”), and Jerome J. Lande (“Lande”) and Curt R. Hartman (“Hartman”), each in his capacity as a Coppersmith Designee (as defined below).
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • May 18th, 2015 • PL Capital, LLC • State commercial banks
Nomination and Standstill Agreement (this “Agreement”), dated May 14, 2015, by and among the persons listed on Schedule A (collectively, the “PL Capital Group”, and individually a “Member” of the PL Capital Group), Metro Bancorp, Inc. (the “Company”), and Richard J. Lashley (“Lashley”), in his capacity as the PL Capital Designee (as defined below).
NOMINATION AND STANDSTILL AgreementNomination and Standstill Agreement • January 27th, 2021 • Deason Darwin • Computer peripheral equipment, nec • New York
This Nomination and Standstill Agreement, dated January 26, 2021 (this “Agreement”), is by and among the persons and entities listed on Schedule A (collectively, the “Deason Group”, and individually a “member” of the Deason Group) and Xerox Holdings Corporation (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties agree as follows
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • March 20th, 2015 • Engine Capital, L.P. • Services-help supply services • Delaware
This NOMINATION AND STANDSTILL AGREEMENT dated March 19, 2015 (this “Agreement”) is by and among the persons listed on Schedule A (collectively, the “Engine Capital Group” and each individually a “member” of the Engine Capital Group) and StarTek, Inc. (the “Company”).
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • April 15th, 2024 • Charlie's Holdings, Inc. • Medicinal chemicals & botanical products
This Nomination and Standstill Agreement (this "Agreement"), April 26, 2023, is by and among Michael D. King (the "Designee") and Charlie's Holdings, Inc., a Nevada corporation (the "Company").
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • March 9th, 2018 • Hill International, Inc. • Services-engineering services
This Nomination and Standstill Agreement, dated March 7, 2018 (this “Agreement”), is by and among the persons and entities listed on Schedule A hereto (collectively, the “Ajdler Group” or the “Investors”, and individually a “member” of the Ajdler Group) and Hill International, Inc. (the “Company”).
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • January 5th, 2016 • Starboard Value LP • Arrangement of transportation of freight & cargo • Virginia
This Nomination and Standstill Agreement (this “Agreement”) is made and entered into as of January 3, 2016 by and among The Brink’s Company (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • January 5th, 2016 • Brinks Co • Arrangement of transportation of freight & cargo • Virginia
This Nomination and Standstill Agreement (this “Agreement”) is made and entered into as of January 3, 2016 by and among The Brink’s Company (the “Company”) and the entities and natural persons set forth in the signature pages hereto (collectively, “Starboard”) (each of the Company and Starboard, a “Party” to this Agreement, and collectively, the “Parties”).
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • January 23rd, 2015 • Ebay Inc • Services-business services, nec
This Nomination and Standstill Agreement, dated January 21, 2015 (this "Agreement"), is by and among the persons and entities listed on Schedule A hereto (collectively, the "Icahn Group", and individually a "member" of the Icahn Group) and eBay Inc. (the "Company").
EXHIBIT 99.4 NOMINATION AND STANDSTILL AGREEMENT THIS AGREEMENT is dated as of July 4, 2003 AMONG INFOWAVE SOFTWARE, INC., a company continued under the laws of Canada (the "Company") AND: GERALD L. TROOIEN, an individual resident in Saint Paul,...Nomination and Standstill Agreement • February 5th, 2004 • Trooien Gerald L • Services-prepackaged software • British Columbia
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • November 5th, 2015 • Spark Networks Inc • Services-business services, nec • Delaware
This NOMINATION AND STANDSTILL AGREEMENT (the “Agreement”) is made as of November 1, 2015 by and among Spark Networks, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the persons and entities listed on Exhibit A hereto, over which Lloyd I. Miller, III, has sole or shared voting and dispositive power (collectively, the “Lloyd Miller Group”). In consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • November 8th, 2023 • JOINT Corp • Patent owners & lessors
This Nomination and Standstill Agreement (as the same may be amended, this “Agreement”), dated as of November 6, 2023 (the “Effective Date”), is by and among The Joint Corp., a Delaware corporation (the “Company”), and the Persons (as defined below) set forth on the signature pages hereto (collectively “Bandera”). Capitalized terms used in this Agreement without definition shall have the meanings set forth in Section 19.
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • August 24th, 2015 • Icahn Carl C • Delaware
This NOMINATION AND STANDSTILL AGREEMENT (the "Agreement") is made as of August 21, 2015 by and among Cheniere Energy, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and the persons and entities listed on Schedule A hereto (collectively, the "Icahn Group"). In consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • March 24th, 2014 • Vitacost.com, Inc. • Retail-catalog & mail-order houses • Delaware
This NOMINATION AND STANDSTILL AGREEMENT (the “Agreement”) is made as of March 21, 2014 by and among Vitacost.com, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), the persons and entities listed on Exhibit A hereto (collectively, the “Osmium Group”), Jeffrey Horowitz, Great Hill Equity Partners III, L.P., Great Hill Equity Partners IV, L.P. and Great Hill Investors, LLC. In consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • June 11th, 2013 • Icahn Carl C
This Nomination and Standstill Agreement, dated June 10, 2013 (this “Agreement”), is by and among the persons and entities listed on Schedule A hereto (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group) and Forest Laboratories, Inc. (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • August 24th, 2015 • Cheniere Energy Inc • Natural gas distribution • Delaware
This NOMINATION AND STANDSTILL AGREEMENT (the “Agreement”) is made as of August 21, 2015 by and among Cheniere Energy, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the persons and entities listed on Schedule A hereto (collectively, the “Icahn Group”). In consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • November 8th, 2023 • Bandera Partners LLC • Patent owners & lessors • Delaware
This Nomination and Standstill Agreement (as the same may be amended, this “Agreement”), dated as of November 6, 2023 (the “Effective Date”), is by and among The Joint Corp., a Delaware corporation (the “Company”), and the Persons (as defined below) set forth on the signature pages hereto (collectively “Bandera”). Capitalized terms used in this Agreement without definition shall have the meanings set forth in Section 19.
Agreement Regarding Termination of Nomination and Standstill AgreementNomination and Standstill Agreement • March 7th, 2016 • Town Sports International Holdings Inc • Services-membership sports & recreation clubs • Delaware
This Agreement Regarding Termination of Nomination and Standstill Agreement, dated as of February 17, 2016 (the “Agreement”), is entered into by and among Town Sports International Holdings, Inc., a Delaware corporation (the “Corporation”), PW Partners Atlas Fund III LP (“Atlas Fund III”), PW Partners Master Fund LP (“PW Master Fund”), PW Partners Atlas Funds, LLC (“Atlas Fund GP”), PW Partners, LLC (“PW Master Fund GP”), PW Partners Capital Management LLC (“PW Capital Management”), Patrick Walsh (“Mr. Walsh” and collectively, with Atlas Fund III, Atlas Fund GP, PW Master Fund, PW Master Fund GP and PW Capital Management, the “PW Group Shareholders”), HG Vora Special Opportunities Master Fund, Ltd. (“HG Vora Master Fund”), HG Vora Capital Management, LLC (“HG Vora Capital Management”), Parag Vora (“Mr. Vora” and collectively, with HG Vora Master Fund and HG Vora Capital Management, the “HG Vora Group Shareholders” (each of the Corporation, the PW Group Shareholders and the HG Vora Grou
Second AMENDMENT TO THE NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • September 30th, 2022 • Nocopi Technologies Inc/Md/ • Games, toys & children's vehicles (no dolls & bicycles)
This Second Amendment (this “Amendment”) to the Agreement (as defined below) is dated as of September 30, 2022, by and among Nocopi Technologies, Inc., a Maryland corporation (the “Company”), the entities and natural persons listed on Schedule A hereto (collectively, the “MSL18 Holdings Group”, and each individually a “member” of the MSL18 Holdings Group), and Michael S. Liebowitz and Matthew C. Winger (“Winger”), each in his individual capacity and as a member of the MSL18 Holdings Group (collectively, the “MSL18 Parties” and each individually, an “MSL18 Party”).
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • March 29th, 2022 • Nocopi Technologies Inc/Md/ • Games, toys & children's vehicles (no dolls & bicycles) • Maryland
This Nomination and Standstill Agreement (this “Agreement”) dated as of March 29, 2022, is by and among Nocopi Technologies, Inc., a Maryland corporation (the “Company”), the entities and natural persons listed on Schedule A hereto (collectively, the “MSL18 Holdings Group”, and individually a “member” of the MSL18 Holdings Group), and Michael S. Liebowitz and Matthew C. Winger (“Winger ”), each in his individual capacity and as a member of the MSL18 Holdings Group (collectively, the “MSL18 Parties”, and each a “MSL18 Party”).
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • January 14th, 2014 • Meru Networks Inc • Computer communications equipment
This Nomination and Standstill Agreement (this “Agreement”) dated January 13, 2014, is by and among the persons and entities listed on Schedule A (collectively, the “Potomac Group”, and individually a “member” of the Potomac Group), Meru Networks, Inc. (the “Company”) and Eric Singer and Stephen Domenik, each in his capacity as a Potomac Designee (as defined below).
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • December 2nd, 2013 • Talisman Energy Inc • Crude petroleum & natural gas • Alberta
This Nomination and Standstill Agreement, dated December 1, 2013 (this “Agreement”), is by and among the persons and entities listed on Schedule A hereto (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group) and Talisman Energy Inc. (the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • October 8th, 2013 • Nuance Communications, Inc. • Services-prepackaged software • Delaware
This NOMINATION AND STANDSTILL AGREEMENT (the “Agreement”) is made as of October 7, 2013 by and among Nuance Communications, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), and the persons and entities listed on Exhibit A hereto (collectively, the “Icahn Group”). In consideration of the covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
FIRST Amendment to the NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • May 24th, 2022 • Nocopi Technologies Inc/Md/ • Games, toys & children's vehicles (no dolls & bicycles)
This First Amendment (this “Amendment”) to the Agreement (as defined below) is dated as of May 23, 2022, by and among Nocopi Technologies, Inc., a Maryland corporation (the “Company”), the entities and natural persons listed on Schedule A hereto (collectively, the “MSL18 Holdings Group”, and each individually a “member” of the MSL18 Holdings Group), and Michael S. Liebowitz and Matthew C. Winger (“Winger ”), each in his individual capacity and as a member of the MSL18 Holdings Group (collectively, the “MSL18 Parties” and each individually, an “MSL18 Party”).
NOMINATION AND STANDSTILL AGREEMENTNomination and Standstill Agreement • October 7th, 2015 • Freeport-McMoran Inc • Metal mining • Delaware
This Nomination and Standstill Agreement, dated October 7, 2015 (this “Agreement”), is by and among the persons and entities listed on Schedule A hereto (collectively, the “Icahn Group”, and individually a “member” of the Icahn Group) and Freeport-McMoRan Inc. (the “Company”).
