Standstill Agreement Sample Contracts

STANDSTILL AGREEMENT
Standstill Agreement • March 9th, 2009 • Coliseum Capital Management, LLC • Household audio & video equipment
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STANDSTILL AGREEMENT
Standstill Agreement • November 12th, 2010 • General Growth Properties, Inc. • Real estate investment trusts • Delaware

This Standstill Agreement (this “Agreement”) is dated as of November 9, 2010 (the “Effective Date”), by and between General Growth Properties, Inc., a Delaware corporation (the “Company”), and The Fairholme Fund, a series of Fairholme Funds, Inc., a Maryland corporation (“Investor”).

R E C I T A L S
Standstill Agreement • June 14th, 2004 • Catalyst Semiconductor Inc • Semiconductors & related devices • Delaware
STANDSTILL AGREEMENT
Standstill Agreement • April 30th, 2024 • Cemtrex Inc • Electronic components & accessories • Utah

This Standstill Agreement (this “Agreement”) is entered into as of January 12, 2023 (the “Effective Date”) by and between Streeterville Capital, LLC, a Utah limited liability company (“Lender”), and Cemtrex, Inc., a Delaware corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Notes (defined below).

STANDSTILL AGREEMENT
Standstill Agreement • October 16th, 2019 • McMahon Brian P • Telephone communications (no radiotelephone)

In connection with the transactions contemplated by that certain Proposal For Surrender Of Collateral And Strict Foreclosure (the “Proposal”), dated as of October 10, 2019, to FTE Networks, Inc. (“FTE”), and certain other parties named therein, from Lateral Juscom Feeder LLC, in order to induce FTE to enter into the Proposal and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you hereby agree as set forth herein.

STANDSTILL AGREEMENT
Standstill Agreement • April 8th, 2024 • Auto Parts 4Less Group, Inc. • Services-business services, nec • Nevada

This Standstill Agreement (this “Agreement”) is entered into as of April 4, 2024, by and between COVE Funding, LP, a Delaware limited partnership (“Lender”), and Auto Parts 4Less Group, Inc., a Nevada corporation (“Borrower”).

STANDSTILL AGREEMENT
Standstill Agreement • April 5th, 2024 • ClearBridge Energy Midstream Opportunity Fund Inc. • New York

This Agreement is entered into as of December 22, 2023 (this “Agreement” (including the exhibits hereto), by and among Saba Capital Management, L.P. (“Saba”), ClearBridge MLP and Midstream Fund Inc., a Maryland corporation (“CEM”), ClearBridge MLP and Midstream Total Return Fund Inc., a Maryland corporation (“CTR”), ClearBridge Energy Midstream Opportunity Fund Inc., a Maryland corporation (“EMO”, and together with CEM and CTR, each a “Fund” and collectively, the “Funds”), Franklin Templeton Fund Adviser, LLC (f/k/a Legg Mason Partners Fund Advisor, LLC), a Delaware limited liability company (the “Adviser”) and ClearBridge Investments, LLC (the “Sub-Adviser). Saba, the Funds, and the Adviser are here forth known as the “Parties” and each individually as a “Party”).

EX-2 3 a15-24942_1ex2.htm EX-2 EXECUTION VERSION THIRD AMENDED AND RESTATED STANDSTILL AGREEMENT by and between CTRIP.COM INTERNATIONAL, LTD. and THE PRICELINE GROUP INC. Dated as of December 9, 2015 Exhibit A Exhibit B Exhibit C THIRD AMENDED AND...
Standstill Agreement • May 5th, 2020 • New York

This THIRD AMENDED AND RESTATED STANDSTILL Agreement (this “Agreement”) is made and entered into as of December 9, 2015 and effective as of the Closing (as defined in the 2015 II Note Purchase Agreement) by and between Ctrip.com International, Ltd., a Cayman Islands exempted company (the “Company”), and The Priceline Group Inc., a Delaware corporation (“Priceline”), and amends and restates in its entirety the Standstill Agreement entered into between such parties on August 7, 2014 (the “Original Agreement”) as amended and restated by the Amended and Restated Standstill Agreement entered into between such parties on September 15, 2014 and as further amended and restated by the Second Amended and Restated Standstill Agreement entered into between such parties on May 26, 2015 (the “Second A&R Agreement”).

STANDSTILL AGREEMENT BY AND AMONG MSGE SPINCO, INC. (TO BE RENAMED MADISON SQUARE GARDEN ENTERTAINMENT CORP.) AND THE DOLAN FAMILY GROUP
Standstill Agreement • April 24th, 2023 • Madison Square Garden Entertainment Corp. • Services-miscellaneous amusement & recreation

Standstill Agreement (this “Standstill Agreement”), dated as of March 31, 2023, by and among MSGE Spinco, Inc. (to be renamed Madison Square Garden Entertainment Corp.), a Delaware corporation (the “Company”), each of the members of the Dolan Family Group listed on Schedule I to this Standstill Agreement (the “Dolan Family Parties”) and, as and to the extent provided herein, their transferees, successors and assigns.

STANDSTILL AGREEMENT
Standstill Agreement • November 27th, 2018 • Inpixon • Services-computer programming services • Utah

This Standstill Agreement (this “Agreement”) is entered into as of November 26, 2018, by and between Chicago Venture Partners, L.P., a Utah limited partnership (“Lender”), and Inpixon, a Nevada corporation (“Borrower”). Capitalized terms used in this Agreement without definition shall have the meanings given to them in the Note (as defined below).

STANDSTILL AGREEMENT
Standstill Agreement • July 2nd, 2009 • Cascade Investment LLC • Electric services • Minnesota

AGREEMENT, dated July 1, 2009, by and between Otter Tail Corporation, a Minnesota corporation (the “Company”), and Cascade Investment, L.L.C. (“Cascade”).

STANDSTILL AGREEMENT
Standstill Agreement • January 29th, 2024 • Vitro Biopharma, Inc. • Biological products, (no disgnostic substances)

This Standstill Agreement (“Agreement”) is entered into and effective this 20th day of November 2022 (“Effective Date”) by and between Jack Zamora, M.D., an individual (“Zamora”) with an address of [***], and Vitro Biopharma, Inc., a Nevada corporation (“Vitro”) with its principal place of business located at 4621 Technology Drive, Golden, CO 80122. Zamora or Vitro may sometimes be referred to as a “Party” and collectively as the “Parties.”

June 17, 2003
Standstill Agreement • June 18th, 2003 • New World Restaurant Group Inc • Retail-eating places • New York
STANDSTILL AGREEMENT
Standstill Agreement • June 25th, 2020 • Eaton Vance Municipal Bond Fund • New York

This Standstill Agreement (the “Agreement”) is made and entered into effective as of the 28th day of February 2019 by and among Eaton Vance Management (“EVM”), Karpus Management, Inc. (d/b/a Karpus Investment Management) (“Karpus Management”) (together, the “Parties,” and each a “Party”). Karpus Management is entering this Agreement for and on behalf of itself, each of its present and future affiliates (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) , including George W. Karpus, and each of its present and future directors, officers and employees, and entities and accounts, whether such entities or accounts now exist or are organized in the future, that any such person, entity or account controls directly or indirectly, or with respect to which such person or entity exercises voting discretion, including any such entities and accounts holding common or preferred shares of Eaton Vance Municipal Bond Fund (“EIM”) and/or Eaton Vance Municipal Bond Fund

Standstill Agreement
Standstill Agreement • October 13th, 2017 • Clough Global Dividend & Income Fund • Delaware

This Agreement is entered into as of July 10, 2017 (including the exhibits hereto, this “Agreement”), by and among Saba Capital Management, L.P. (“Saba”) and Clough Global Dividend and Income Fund (the “Trust”) (the Trust, together with Saba, the “Parties,” and each individually a “Party”).

Contract
Standstill Agreement • December 8th, 2015 • Air T Inc • Air courier services • Minnesota
STANDSTILL AGREEMENT
Standstill Agreement • May 26th, 2010 • Pharmaceutical Financial Syndicate, LLC • Pharmaceutical preparations • New York

THIS STANDSTILL AGREEMENT (this “Agreement”) is made effective as of May 19, 2010 by and among each of Frost Gamma Investments Trust, Subbarao Uppaluri, Steven D. Rubin and Jane Hsiao (collectively, the “Frost Group Shareholders” and individually, a “Frost Group Shareholder”) and Joel E. Bernstein, M.D. and Carole Bernstein, and solely with respect to paragraph (c) of Section 2 and paragraph (a) of Section 3 of this Agreement, Winston Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

STANDSTILL AGREEMENT BY AND AMONG MADISON SQUARE GARDEN, INC. AND THE DOLAN FAMILY GROUP
Standstill Agreement • February 10th, 2010 • Madison Square Garden, Inc. • Cable & other pay television services • New York

Standstill Agreement (this “Agreement”), dated as of January 13, 2010, by and among Madison Square Garden, Inc., a Delaware corporation (the “Company”), each of the members of the Dolan Family Group listed on Schedule I to this Agreement (the “Dolan Family Parties”) and, as and to the extent provided herein, their transferees, successors and assigns.

EX-99.2 3 dex992.htm STANDSTILL AGREEMENT CONFIDENTIAL STANDSTILL AGREEMENT
Standstill Agreement • May 5th, 2020 • New York

This STANDSTILL AGREEMENT, dated as of July 27, 2011 and effective as of the Effective Date (as defined below) (this “Agreement”), is entered into by and among WL Ross & Co. LLC and the persons set forth on Annex A hereto (collectively, “WL Ross”), EXCO Resources, Inc., a Texas corporation (the “Company,” which term shall, for purposes of this Agreement, include its subsidiaries and joint ventures), and the Special Committee of the Board of Directors of the Company formed on November 3, 2010 (the “Special Committee”) (each, a “Party” and collectively, the “Parties”).

STANDSTILL AGREEMENT
Standstill Agreement • May 9th, 2007 • Red Oak Partners, LLC • Fabricated rubber products, nec • Wisconsin

This Standstill Agreement (the "Agreement") is made and entered into as of March 28, 2007, by and between THE FEMALE HEALTH COMPANY, a Wisconsin corporation ("FHC"), and RED OAK FUND, L.P., a Delaware Limited Partnership ("Red Oak").

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STANDSTILL AGREEMENT
Standstill Agreement • October 31st, 2023 • Provident Bancorp, Inc. /MD/ • Savings institutions, not federally chartered • Maryland

THIS STANDSTILL AGREEMENT (the “Agreement”), dated this 28th day of October 2023, is by and among Provident Bancorp, Inc. (the “Company”), Stilwell Activist Fund, L.P. (“Activist Fund”), Stilwell Activist Investments, L.P. (“Activist Investments”), Stilwell Partners, L.P. (“Stilwell Partners”), Stilwell Value LLC (“Stilwell Value”), and Joseph Stilwell, an individual (collectively, with Activist Fund, Activist Investments, Stilwell Partners, and Stilwell Value, the “Stilwell Group,” and each individually, a “Stilwell Group Member”) and Dennis Pollack, as the Nominee, as defined below.

RESTATED STANDSTILL AGREEMENT
Standstill Agreement • April 24th, 2017 • BankFinancial CORP • Savings institution, federally chartered • Maryland

This RESTATED STANDSTILL AGREEMENT (this “Agreement”) is made by and between BANKFINANCIAL CORPORATION, a Maryland corporation (“BFIN”), on the one hand, and FINANCIAL EDGE FUND, L.P., FINANCIAL EDGE - STRATEGIC FUND, L.P., PL CAPITAL/FOCUSED FUND, L.P., GOODBODY/PL CAPITAL, L.P., PL CAPITAL, LLC, PL CAPITAL ADVISORS, LLC, GOODBODY/PL CAPITAL, LLC, LASHLEY FAMILY 2011 TRUST, ALBERNET OU, DR. IRVING SMOKLER, BETH LASHLEY, JOHN W. PALMER and RICHARD J. LASHLEY (collectively, the “PL Capital Parties”) on behalf of themselves and their affiliates, on the other hand. BFIN and the PL Capital Parties together, collectively, shall be referred to in this Agreement as the “Parties”. In consideration of the covenants, promises and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

Standstill Agreement
Standstill Agreement • October 13th, 2017 • Clough Global Dividend & Income Fund • Delaware

This Agreement is entered into as of July 10, 2017 (including the exhibits hereto, this “Agreement”), by and among Bulldog Investors, LLC (“Bulldog”) and Clough Global Dividend and Income Fund (the “Trust”) (the Trust, together with Bulldog, the “Parties,” and each individually a “Party”).

ARTICLE 1 DEFINITIONS
Standstill Agreement • August 15th, 2000 • Southwestern Eagle LLC • Crude petroleum & natural gas • Delaware
STANDSTILL AGREEMENT
Standstill Agreement • June 7th, 2024 • Eaton Vance Municipal Bond Fund

This Standstill Agreement (the “Agreement”) is made and entered into effective as of the 1st day of May 2024 by and between Eaton Vance Management (“EVM”) and Karpus Management, Inc. (d/b/a Karpus Investment Management) (“Karpus Management”) (together, the “Parties,” and each a “Party”). Karpus Management is entering this Agreement for and on behalf of itself, each of its present and future affiliates (as defined in the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), and each of its present and future directors, officers and employees, and entities and accounts, whether such entities or accounts now exist or are organized in the future, that any such person, entity or account controls directly or indirectly, or with respect to which such person or entity exercises voting discretion, including any such entities and accounts holding common or preferred shares of Eaton Vance Municipal Bond Fund (“EIM”), a registered closed-end investment company, and/or the other regist

Contract
Standstill Agreement • July 10th, 2020

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

STANDSTILL AGREEMENT
Standstill Agreement • March 27th, 2013 • PL Capital, LLC • Savings institution, federally chartered • Indiana

This Standstill Agreement (this “Agreement”) is made by and between Ameriana Bancorp, on the one hand, and Financial Edge Fund, L.P., Financial Edge - Strategic Fund, L.P., PL Capital/Focused Fund, L.P., Goodbody/PL Capital, L.P., PL Capital, LLC, PL Capital Advisors, LLC, Goodbody/PL Capital, LLC, John W. Palmer and Richard J. Lashley (collectively, the “PL Capital Parties”), on the other hand, on behalf of themselves and their respective affiliates (Ameriana Bancorp and the PL Capital Parties together, collectively, the “Parties”). In consideration of the covenants, promises and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

EX-8.1 2 dex81.htm FIRST AMENDMENT TO STANDSTILL AGREEMENT FIRST AMENDMENT TO STANDSTILL AGREEMENT
Standstill Agreement • May 5th, 2020 • Delaware

THIS FIRST AMENDMENT TO STANDSTILL AGREEMENT (this “Amendment”) is entered into this 29th day of April, 2007, by and among Pediatric Services of America, Inc., a Delaware corporation (the “Company”), and David Nierenberg, The D3 Family Fund, L.P., a Washington State limited partnership, The DIII Offshore Fund, L.P., a Bahamas limited partnership, The D3 Family Bulldog Fund, L.P., a Washington State limited partnership, Nierenberg Investment Management Company, a Washington State corporation, and Nierenberg Investment Management Offshore, Inc., a Bahamas corporation (collectively, the “D3 Parties”).

STANDSTILL AGREEMENT
Standstill Agreement • February 12th, 2024 • Strategic Value Investors LP • Savings institution, federally chartered

This STANDSTILL AGREEMENT (this “Agreement”) is made by and between BANKFINANCIAL CORPORATION, a Maryland corporation (“BFIN”), on the one hand, and STRATEGIC VALUE BANK PARTNERS, LLC, STRATEGIC VALUE INVESTORS LP and BENJAMIN MACKOVAK (collectively, the “SVB Partners Parties”) on behalf of themselves and their affiliates and associates (as such terms are defined in Rule 12b-2 promulgated pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), on the other hand. BFIN and the SVB Partners Parties together, collectively, shall be referred to in this Agreement as the “Parties”. In consideration of the covenants, promises and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

STANDSTILL AGREEMENT
Standstill Agreement • March 18th, 2008 • Efficacy Capital, Ltd. • Biological products, (no disgnostic substances) • Delaware

This STANDSTILL AGREEMENT (the “Agreement”), dated as of January 9, 2008, is by and among REPROS THERAPEUTICS INC., a Delaware corporation (the “Issuer”), and EFFICACY CAPITAL, LTD (“Efficacy”).

AMENDED AND RESTATED STANDSTILL AGREEMENT
Standstill Agreement • January 25th, 2010 • Supermedia Inc. • Miscellaneous publishing • Delaware

This Amended and Restated Standstill Agreement (this “Agreement”) is made as of January , 2010 by and between SuperMedia Inc., a Delaware corporation formerly known as Idearc Inc. (the “Company”), and Paulson & Co. Inc., a Delaware corporation (“Paulson & Co.”), for its own account for the limited purposes set forth herein, and on behalf of the investment funds and accounts managed by Paulson & Co. listed on Schedule A to this Agreement (the “Standby Purchasers” and together with Paulson & Co., “Paulson”).

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