[{"data":1,"prerenderedAt":522},["ShallowReactive",2],{"document-standstill-agreement-D5204":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":521},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"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. 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NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3",513,"https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":91,"description":6},"non disclosure agreement nda",[93,95],{"label":17,"url":94},"business-legal-agreements",{"label":96,"url":97},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":100,"descriptionCustom":6,"label":101,"pages":85,"size":86,"extension":10,"preview":102,"thumb":103,"svgFrame":104,"seoMetadata":105,"parents":107,"keywords":110,"url":111},"[DATE] [CONTACT NAME] [ADDRESS] [ADDRESS 2] [CITY, STATE/PROVINCE] [ZIP/POSTAL CODE] SUBJECT: LETTER OF INTENT-ACQUISITION OF BUSINESS Dear [CONTACT NAME]: This letter (\"Letter of Intent\") sets forth the basic preliminary terms between the Buyer or his nominee and yourselves regarding the purchase of the [SPECIFY] business (the \"Business\") carried on by yourselves. Except as specifically set forth herein, this Letter of Intent shall not constitute an agreement between the parties and no agreement shall be deemed to exist until execution of a definitive purchase agreement. It is proposed that Buyer will acquire certain assets of the Business which Buyer believes to be necessary to the future of the Business, including the warehouse in [CITY/STATE] in which [COMPANY NAME] the Company has invested [AMOUNT] in cash and which has been financed by a mortgage loan of approximately [AMOUNT] granted by the [SPECIFY COMPANY] [CITY/STATE]. Buyer understands that the said warehouse has no other charges or liabilities affecting it other than the said mortgage loan. Buyer may either purchase the warehouse outright or enter into a lease-purchase or instalment transfer of ownership which is satisfactory to both parties. The gross purchase price for the said warehouse will be [AMOUNT]. Buyer may purchase or lease barrels and other equipment currently owned by the Company which are necessary to operate the Business, on a cash or instalment basis agreeable to both parties. The specific assets to be purchased and the amounts to be paid by Buyer in connection with this transaction remain to be negotiated by the parties. This Letter of Intent also evidences the intentions of the parties with respect to the following agreements: Buyer will enter into a [NUMBER]-year employment agreement with [COMPANY NAME], providing for the Company will be responsible for the purchase of [SPECIFY] for Buyer. The agreement will contain the customary terms and conditions found in employment agreements in similar transactions and will provide for the usual non-competition and non-solicitation covenants to be entered into by the Company in favour of Buyer. It is expressly understood that if the contemplated transaction is consummated, the aggregate amount of commission paid or payable to yourselves (net of reasonable expenses acceptable to Buyer) in respect of all purchases of [SPECIFY] made through you from the date of this Letter of Intent to the date of closing, with the exception of commissions earned on the [NUMBER] truckloads of [SPECIFY] to be delivered to Buyer during the week of [DATE] to [DATE], will be applied against remuneration payable to the Company in the first year of his employment agreement. If the contemplated transaction is not consummated, all such commissions paid or payable will be treated as commissions. Buyer will enter into a [NUMBER]-year employment agreement with [EMPLOYEE NAME], providing for the payment of a gross base salary of [ANNUAL SALARY] per year, to be paid weekly, subject to annual review. [EMPLOYEE NAME] will be President of the Business and the employment agreement will provide for health benefits, automobile, expenses and bonus arrangements","Letter of Intent_Acquisition of Business","https://templates.business-in-a-box.com/imgs/1000px/letter-of-intent_acquisition-of-business-D5197.png","https://templates.business-in-a-box.com/imgs/250px/5197.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5197.xml",{"title":106,"description":6},"letter of intent_acquisition of business",[108,109],{"label":17,"url":94},{"label":17,"url":94},"letter intent_acquisition business","/template/letter-of-intent_acquisition-of-business-D5197",{"description":113,"descriptionCustom":6,"label":114,"pages":85,"size":115,"extension":10,"preview":116,"thumb":117,"svgFrame":118,"seoMetadata":119,"parents":120,"keywords":127,"url":128},"TERM SHEET Issue: [Venture Capital FIRM] (\"VC\") and/or any member of its corporate group (\"the VC Group\") will purchase up to [AMOUNT] Series A Convertible Preferred Stock (\"Series A\") newly issued by [YOUR COMPANY NAME] (the \"Company\") at a price per share of [PRICE] (the \"Purchase Price\"). In addition, other investors shall purchase at least [AMOUNT] but not more than [AMOUNT] of newly issued Series A at the Purchase Price. The shares of Series A will be convertible at any time at the option of the holder into common shares of the Company (\"Common Stock\") on a one-for-one basis, adjusted for future share splits. The Purchase Price equates to a pre-money valuation of [VALUATION]. The calculation is based on [NUMBER] fully diluted shares of Common Stock. If the number of shares issued, or stock awards/options authorized increases before the closing the price per share for Series A Convertible Preferred Stock shall be reduced so that the pre-money valuation is unchanged. The Series A Convertible Preferred Stock shall be referred to herein as the \"Preferred Stock.\" Dividend: The Preferred Stock is entitled to an annual [AMOUNT] per share dividend, payable when and if declared by the Board of Directors, but prior to any payment on Common Stock; dividends are not cumulative. Liquidation Preference: The Series A will have a liquidation preference so that proceeds on a merger, sale or liquidation (including non-cumulative dividends) will first be paid to the Series A and will include a [%] per annum compounding guaranteed return calculated on the total amount invested. Upon completion of an additional round of funding of at least [AMOUNT] the compounding guaranteed return feature will expire. The liquidation preference will cease to operate if the proceeds due to Series A, on a merger, sale or liquidation on an as-converted basis, exceed the proceeds that would be due under the liquidation preference. Use of Proceeds: The funds raised by Series A will be used principally for general working capital purposes. Voting Rights: The holders of the Series A shall have the right to vote with the Common Stock on an as-if-converted basis. Redemption: If not previously converted, the Series A is to be redeemed in three equal successive annual installments beginning [DATE]. Redemption will be at the purchase price plus a [%] per annum cumulative guaranteed return. Pre-emptive Rights: Holders of the Preferred Stock will be granted rights to participate in future equity financings of the Company based upon their pro-rata, as-if-converted, ownership of the Company. Automatic Conversion: The Preferred Stock shall be automatically converted into Common Stock at the then applicable conversion rate (1:1 assuming no share splits) in the event of an underwritten public offering of shares of the Company at a total offering of not less than [AMOUNT] and at a per share public offering price of not less than three times the Series A purchase price per share, adjusted for splits. Anti-Dilution: Series A shall have weighted average anti-dilution, based on a weighted average formula to be agreed, for all securities purchased as part of this transaction (excluding shares, options and warrants issued for management incentive and small issues for strategic purposes of under [NUMBER] shares). Management Options: Simultaneously with this transaction, one million new shares shall expand the Company's management incentive stock option pool - bringing the total number of shares issued and stock incentives (awards and options) authorized to [NUMBER OF SHARES]. Rights of First Offer; Tag-Along: The Company and the Investors will have a right of first refusal with respect to any employee's shares proposed to be resold. Alternatively, the Investors will have the right to participate in the sale of any such shares to a third party (co-sale rights), which rights will terminate upon a public offering. Information Rights: Monthly actual vs. plan and prior year. Annual budget [NUMBER] days before beginning of fiscal year","Term Sheet",42,"https://templates.business-in-a-box.com/imgs/1000px/term-sheet-D473.png","https://templates.business-in-a-box.com/imgs/250px/473.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#473.xml",{"title":6,"description":6},[121,124],{"label":122,"url":123},"Finance & Accounting","finance-accounting",{"label":125,"url":126},"Raising Capital","raising-capital","term sheet","/template/term-sheet-D473",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":86,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":138,"keywords":137,"url":143},"SHAREHOLDERS AGREEMENT This Shareholders Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), 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: [FIRST SHAREHOLDER NAME] (the \"First Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND SHAREHOLDER NAME] (the \"Second Shareholder\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [THIRD SHAREHOLDER NAME] (the \"Third Shareholder\"), an individual with his main address located at OR 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, the present distribution of shares of the Company is as follows: Name Number of Shares WHEREAS, in order to insure the harmonious and successful management and control of the Company, and to provide for an orderly and fair disposition of shares of common stock of the Company now or hereafter owned by any Shareholder; NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and intending to be legally bound, the parties hereby agree as follows: Definitions and organisation of the company \"Offering Shareholder\" means any Shareholder, or his personal representatives, heirs, administrators, and executors, as the case may be, who pursuant to this Agreement must or does offer all or any of his Shares to the Company or the Continuing Shareholders. \"Continuing Shareholders\" means all Shareholders other than an Offering Shareholder. \"Shares\" means shares of Common Stock of the Company now or hereafter owned by any Shareholder. \"Buyer\" means the Company or those Continuing Shareholders who purchase an Offering Shareholder's Shares pursuant to this Agreement. \"Management Shareholder\" means First Shareholder, Second Shareholder and Third Shareholder. ORGANISATION OF THE COMPANY The affairs of the Company will be managed by a board of [NUMBER] directors unless changed by a unanimous Directors' Resolution. The present directors of the Company are [DIRECTORS' NAMES]. It is agreed that [SHAREHOLDERS' NAMES] shall each be entitled to elect one director to the board of directors of the Company so long as each is a Shareholder. Two (2) directors shall constitute a quorum for the transaction of any business at any meeting of the board of directors. At all meetings of the board of directors, every motion to be carried must receive a majority of the votes cast, subject to the provisions of subparagraphs 2.4 and 2.5. Unless otherwise agreed, board meetings will be held at the head office of the Company. In the event that a nominee to the Board of one of the Shareholders shall fail to vote and act as a director to carry out the provisions of this agreement, then the shareholders agree to exercise their right as shareholders of the Company and in accordance with the Articles of the Company to remove such nominee from the Board and to elect in the place or stead thereof such individual who will use his/her best efforts to carry out the provisions of this agreement but only in the event that the Shareholder whose nominee has been removed fails to appoint a successor within a period of fourteen days from the date such nominee has been removed. The election, appointment and determination of officers and the auditors and advisors of the Company, the defining of their duties and functions and the salaries and remuneration to be paid to them will be a function of the board of directors. Until changed by the board of directors, the Officers of the Company and their annual salaries shall be: Office Held: Director: [NAME] [SALARY] Secretary: [NAME] [SALARY] All direct out-of-pocket expenses will be reimbursed provided these falls within guidelines set out by the Board of Directors from time to time. Until otherwise agreed, each officer of the Company will commit to spending his/her full time on the affairs of the Company. Until changed by the board of directors, the auditors and advisors of the Company shall be: Auditor: Legal Advisors: There shall be kept, in such bank or banks (including trust companies) as may be determined by the board of directors, bank accounts of the Company in which shall be deposited all monies received by the Company in the course of carrying on business from time to time. All payments on account of the Company shall be made by cheques drawn on the bank account and all cheques, drafts or other instruments drawn and made for the purposes of the business of the Company shall be executed by such directors, officers or employees as may from time to time be authorized so to do by the board of directors. Subject to paragraph 2.6, all decisions relating to the management and control of the business of the Company shall be determined by the board of directors of the Company, provided always that the following matters shall be determined by a Special Directors' Resolution: any capital expenditures greater than xxxx; any lease commitments greater than xxxx; the acquisition of any business interests by the Company; the elections of officers of the Company; the payment of any cash dividends or stock dividends to Shareholders of the Company; the issuance of any debt obligations of the Company; the disposal of the whole or any part of the business, undertaking, or assets of the Company outside the normal course of business of the Company the transfer of any shares of the Company; changes or variations in the objects or powers of the Company; the liquidation or winding up of the Company; the approval of any contracts or transactions outside the normal course of business; the execution of any contract involving a consideration greater than xxxx within the normal course of business; the lending of money by the Company; the guarantee by the Company of the debts or obligations of any other person, firm or body corporate; any non-budgeted expenditures greater than xxxx; business plan and/or budgets. The following decisions shall be determined by a Unanimous Directors' Resolution: alterations, variations or changes to the authorized or issued capital of the Company; the salaries and bonuses of officers and directors of the Company; the issue, redemption or purchase of any Shares; and changes in the number of directors of the Company The Shareholders may pledge any of their Shares as security for any borrowings by them provided the pledgee executes an agreement, in writing, providing that the pledgee shall be subject to all of the terms of this Agreement. The board of directors shall meet at least four times during each fiscal year of the Company. Any director can call a meeting provided 10 days notice is given. Notice may be waived. During the first year from the date of this agreement, the board of directors shall meet on a monthly basis. Directors may elect to attend a board meeting by telephone conference call. Each Shareholder shall, for so long as s/he is the owner of shares of the Company devote such of his/her business, time and energy as may be reasonably required to carry on the business of the Company and the Shareholder shall use his/her best efforts, skill and abilities to promote the interests of the Company. Each Shareholder agrees that he/she will not engage, without the consent of the other Shareholders, in a business which is directly competitive to that of the Company. Purchase for Investment","Shareholders Agreement","16","https://templates.business-in-a-box.com/imgs/1000px/shareholders-agreement-D1016.png","https://templates.business-in-a-box.com/imgs/250px/1016.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1016.xml",{"title":137,"description":6},"shareholders agreement",[139,140],{"label":17,"url":94},{"label":141,"url":142},"Incorporation Agreements","incorporation-agreement","/template/shareholders-agreement-D1016",{"description":145,"descriptionCustom":6,"label":146,"pages":147,"size":148,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":153,"keywords":156,"url":157},"NON-COMPETE AGREEMENT This Non-Compete Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: FIRST PARTY NAME] (the \"First Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Second Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] FOR GOOD CONSIDERATION, the receipt of which is hereby acknowledged, the undersigned First party agrees not to compete with Second party, or its successors or assigns.","General Non-Compete Agreement","1",30,"https://templates.business-in-a-box.com/imgs/1000px/general-non-compete-agreement-D882.png","https://templates.business-in-a-box.com/imgs/250px/882.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#882.xml",{"title":6,"description":6},[154,155],{"label":17,"url":94},{"label":17,"url":94},"general non compete agreement","/template/general-non-compete-agreement-D882",{"description":159,"descriptionCustom":6,"label":160,"pages":161,"size":86,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":170,"url":171},"MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (\"MOU\"), is made and entered into as of [EFFECTIVE DATE], BETWEEN: [PARTY A] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [PARTY B] (PARTNER/RESELLER], an individual with his main address located at [SPECIFY] OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PURPOSE AND SCOPE The purpose of this MOU is to clearly identify the roles and responsibilities of each party as they relate to [ SPECIFY]. In particular, this MOU in intended to [SPECIFY OR DESCRIBE THE WAY IN WHICH THE PARTIES WILL COLLABORATE]. BACKGROUND [Brief description of the parties involved in the MOU with mention of any current/historical ties to this project] [PARTY A] RESPONSIBILITIES UNDER THIS MOU [PARTY A] shall undertake the following activities: [SPECIFY AND EXPLAIN] [PARTY B] RESPONSIBILITIES UNDER THIS MOU [Party B] shall undertake the following activities: [SPECIFY AND EXPLAIN] UNDERSTANDINGS","Memorandum of Understanding","2","https://templates.business-in-a-box.com/imgs/1000px/memorandum-of-understanding-D12548.png","https://templates.business-in-a-box.com/imgs/250px/12548.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12548.xml",{"title":166,"description":6},"memorandum of understanding",[168,169],{"label":17,"url":94},{"label":17,"url":94},"memorandum understanding","/template/memorandum-of-understanding-D12548",false,{"seo":174,"reviewer":186,"quick_facts":190,"at_a_glance":193,"personas":197,"variants":222,"glossary":250,"clauses":287,"how_to_fill":337,"common_mistakes":378,"faqs":403,"industries":431,"comparisons":448,"diy_vs_lawyer":463,"jurisdictions":476,"related_template_ids_curated":497,"schema":508,"classification":509},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178},"Standstill Agreement Template | BIB","Free standstill agreement template for M&A negotiations, hostile takeover defense, and debt restructuring. Download in Word, edit online, or export as PDF.","standstill agreement template",[20,179,180,181,182,183,184,185],"standstill agreement m&a","standstill agreement template word","standstill agreement free download","merger standstill agreement","takeover defense standstill agreement","debt standstill agreement template","standstill agreement nda",{"name":187,"credential":188,"reviewed_date":189},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":191,"legal_review_recommended":192,"signature_required":192},"advanced",true,{"what_it_is":194,"when_you_need_it":195,"whats_inside":196},"A Standstill Agreement is a legally binding contract in which one party agrees to refrain from taking a specific action — such as acquiring additional shares, initiating a hostile bid, or demanding debt repayment — for a defined period of time. This free Word download provides a structured, attorney-ready starting point you can edit online and export as PDF for use in M&A processes, shareholder negotiations, or debt restructuring situations.\n","Use it when a target company needs time to evaluate a takeover bid without interference, when a creditor and debtor need a pause on enforcement actions during restructuring talks, or when a prospective acquirer has received confidential information and must be restricted from acting on it unilaterally.\n","Party definitions and recitals, restricted activities clause, standstill period and termination triggers, confidentiality obligations, permitted exceptions, representations and warranties, remedies for breach, governing law, and dispute resolution provisions.\n",[198,202,206,210,214,218],{"title":199,"use_case":200,"icon_asset_id":201},"M&A counsel and corporate lawyers","Restricting a bidder's share accumulation during a structured sale process","persona-corporate-lawyer",{"title":203,"use_case":204,"icon_asset_id":205},"Public company boards and directors","Buying time to consider competing bids and protect shareholder value","persona-board-director",{"title":207,"use_case":208,"icon_asset_id":209},"Private equity and investment firms","Formalizing acquisition pause terms while conducting due diligence","persona-investment-firm",{"title":211,"use_case":212,"icon_asset_id":213},"Creditors and lenders","Agreeing to hold off on enforcement actions while a borrower restructures debt","persona-creditor",{"title":215,"use_case":216,"icon_asset_id":217},"Corporate development executives","Controlling the timeline of a strategic acquisition or merger exploration","persona-corporate-development",{"title":219,"use_case":220,"icon_asset_id":221},"Distressed company CFOs","Securing breathing room from lenders to negotiate a financial restructuring","persona-cfo",[223,227,231,235,239,243,247],{"situation":224,"recommended_template":225,"slug":226},"Restricting a hostile bidder from accumulating shares in a public company","Standstill Agreement (M&A / Takeover Defense)","standstill-agreement-D5204",{"situation":228,"recommended_template":229,"slug":230},"Pausing creditor enforcement during debt restructuring negotiations","Debt Standstill Agreement","secured-lumpsum-promissory-note-agreement-D13041",{"situation":232,"recommended_template":233,"slug":234},"Protecting confidential information shared during M&A due diligence","Non-Disclosure Agreement (M&A)","non-disclosure-agreement-nda-D12692",{"situation":236,"recommended_template":237,"slug":238},"Binding a party to exclusive negotiations with no competing bids","Letter of Intent (LOI) with Exclusivity Clause","letter-of-intent-D12655",{"situation":240,"recommended_template":241,"slug":242},"Governing all terms of a prospective acquisition pre-close","Merger Agreement","merger-agreement-D12659",{"situation":244,"recommended_template":245,"slug":246},"Documenting the overall terms of a proposed acquisition","Term Sheet (M&A)","term-sheet-D473",{"situation":248,"recommended_template":249,"slug":226},"Restricting a shareholder from voting or transferring shares during a dispute","Shareholder Agreement with Standstill Provisions",[251,254,257,260,263,266,269,272,275,278,281,284],{"term":252,"definition":253},"Standstill Period","The defined window of time during which the restricted party must refrain from the prohibited actions specified in the agreement.",{"term":255,"definition":256},"Restricted Activities","The specific actions — such as acquiring additional shares, making tender offers, or initiating proxy contests — that the restrained party is contractually prohibited from taking.",{"term":258,"definition":259},"Standstill Breach","A violation of the agreement's restrictions, which typically triggers injunctive relief rights for the non-breaching party because monetary damages are considered insufficient.",{"term":261,"definition":262},"Injunctive Relief","A court order requiring a party to stop a specific action immediately — the primary remedy sought when a standstill agreement is violated.",{"term":264,"definition":265},"Poison Pill (Shareholder Rights Plan)","A defensive mechanism adopted by a target company's board that dilutes an acquirer's stake if it crosses a specified ownership threshold — often used alongside a standstill agreement.",{"term":267,"definition":268},"Creeping Acquisition","The gradual accumulation of a target company's shares over time in amounts below regulatory disclosure thresholds — the primary behavior standstill agreements are designed to prevent.",{"term":270,"definition":271},"Hostile Takeover","An acquisition attempt made directly to a company's shareholders or through proxy solicitation without the approval of the target company's board of directors.",{"term":273,"definition":274},"Debt Restructuring","A negotiated modification of debt terms — interest rate, maturity date, or principal amount — agreed to by a borrower and lender to avoid default or insolvency proceedings.",{"term":276,"definition":277},"Permitted Exceptions","Specific carve-outs written into a standstill agreement that allow the restricted party to take certain otherwise-prohibited actions under defined circumstances.",{"term":279,"definition":280},"Trigger Event","A specified occurrence — such as a competing bid, insolvency filing, or material breach — that automatically terminates or suspends the standstill obligations.",{"term":282,"definition":283},"Lock-Up Agreement","A related agreement restricting major shareholders from selling shares for a defined period — sometimes incorporated alongside standstill terms in M&A transactions.",{"term":285,"definition":286},"Pro Rata Participation Right","A permitted exception allowing the restricted party to maintain its existing percentage ownership by participating in new share issuances on the same terms as other shareholders.",[288,293,298,303,307,312,317,322,327,332],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Recitals and Purpose","Sets out why the parties are entering the agreement, the context of the transaction or negotiation, and the intent behind the standstill restrictions.","WHEREAS, [RESTRICTED PARTY NAME] ('Restricted Party') has expressed interest in a potential acquisition of [TARGET COMPANY NAME] ('Company') and has received certain confidential information in connection therewith; and WHEREAS, the Company wishes to preserve the orderly conduct of any strategic process and protect its shareholders during the evaluation period.","Drafting vague recitals that do not identify the specific transaction context. Vague recitals create ambiguity about the agreement's scope, which courts may use to narrow enforcement of the restrictions.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Definition of Restricted Activities","An exhaustive list of the actions the restricted party is prohibited from taking during the standstill period — typically share purchases, tender offers, proxy solicitations, and public announcements.","During the Standstill Period, Restricted Party shall not, directly or indirectly: (a) acquire beneficial ownership of any shares of Company common stock beyond [X]% of outstanding shares; (b) make or participate in any tender or exchange offer; (c) solicit proxies or written consents from shareholders; or (d) publicly announce any intention to do any of the foregoing.","Failing to include 'indirectly' and 'acting in concert' language. A restricted party can circumvent a narrowly drafted clause by acquiring shares through affiliates, funds, or other entities they control.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Standstill Period and Term","States the precise duration of the standstill restrictions, including the start date, end date, and any provisions for extension or early termination.","The standstill restrictions set forth in this Agreement shall commence on [EFFECTIVE DATE] and expire on the earlier of (a) [DATE], (b) [X] months from the Effective Date, or (c) the occurrence of a Trigger Event as defined in Section [X].","Setting the standstill period without a long-stop outside date. Without a hard end date, the restricted party has no certainty about when its obligations expire, which can expose the agreement to an enforceability challenge as an unreasonable restraint.",{"name":276,"plain_english":304,"sample_language":305,"common_mistake":306},"Carve-outs that allow the restricted party to take certain otherwise-prohibited actions — such as maintaining proportional ownership in a new share issuance or responding to a competing bid.","Notwithstanding Section [X], the Restricted Party may: (a) acquire shares to maintain its existing percentage ownership in any rights offering on the same terms available to all shareholders; and (b) make a private proposal to the Company's board of directors that is not disclosed publicly.","Omitting permitted exceptions entirely. A standstill with no carve-outs for routine corporate events — like stock splits or rights offerings — can inadvertently force the restricted party into technical breach through no action of their own.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Trigger Events and Termination","Defines the specific events that automatically release the restricted party from its standstill obligations — such as a third-party competing bid, insolvency of the target, or material breach by the other party.","The standstill obligations shall terminate immediately and automatically upon: (a) public announcement that a third party has made a bona fide tender offer for more than [X]% of the Company's outstanding shares; (b) the Company filing for insolvency protection; or (c) a material breach of this Agreement by the Company that remains uncured for [10] business days after written notice.","Not defining 'material breach' and 'bona fide offer' with sufficient specificity. Disputes about whether a trigger event has occurred are among the most common sources of standstill litigation.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Confidentiality Obligations","Requires the restricted party to maintain the confidentiality of any non-public information received in connection with the transaction and restricts its use to evaluating the permitted transaction only.","Restricted Party agrees to hold all Confidential Information in strict confidence and not to use it for any purpose other than evaluating a potential negotiated transaction with the Company. This obligation survives termination of this Agreement for a period of [X] years.","Cross-referencing a separate NDA without confirming the two documents are consistent. Conflicting definitions of 'Confidential Information' in the standstill and the NDA create gaps in protection.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Representations and Warranties","Each party's statements about its authority to enter the agreement, its current share ownership position, and the absence of conflicting obligations.","Each party represents and warrants that: (a) it has full authority to enter into this Agreement; (b) this Agreement does not conflict with any other agreement binding on it; and (c) as of the Effective Date, Restricted Party beneficially owns [X] shares representing approximately [X]% of the Company's outstanding common stock.","Omitting the restricted party's current share ownership representation. Without a baseline ownership figure, disputes about whether a subsequent acquisition crosses the permitted threshold become difficult to resolve.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Remedies for Breach","States that monetary damages are inadequate for a breach and that the non-breaching party is entitled to seek injunctive relief and specific performance without posting a bond.","The parties acknowledge that any breach of this Agreement would cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the non-breaching party shall be entitled to seek injunctive relief, specific performance, or other equitable relief without the requirement of posting a bond or other security.","Not including a 'no bond required' provision for injunctive relief. In several US states, courts require a bond as a condition of granting a temporary restraining order — which can delay emergency relief by days or weeks during a live takeover situation.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Non-Disparagement and No Public Announcement","Prohibits either party from making public statements about the other party or the negotiation process without prior consent during the standstill period.","Neither party shall make any public announcement or statement regarding the other party, the existence of this Agreement, or any potential transaction without the prior written consent of the other party, except as required by applicable law or stock exchange rules.","Leaving out the 'except as required by law' carve-out. A party receiving a regulatory or securities-law disclosure obligation cannot comply if the agreement contains an unqualified silence obligation.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Governing Law and Dispute Resolution","Specifies the jurisdiction whose laws govern the agreement and the forum — court or arbitration — where disputes will be resolved, including consent to personal jurisdiction.","This Agreement shall be governed by the laws of [STATE / JURISDICTION] without regard to conflict-of-laws principles. Each party irrevocably submits to the exclusive jurisdiction of the courts of [JURISDICTION] for any dispute arising under this Agreement, except that either party may seek injunctive relief in any court of competent jurisdiction.","Selecting a governing law jurisdiction with no connection to either party or the transaction. Courts in unrelated jurisdictions are less predictable on standstill enforceability, and enforcement in the parties' home jurisdictions becomes complicated.",[338,343,348,353,358,363,368,373],{"step":339,"title":340,"description":341,"tip":342},1,"Identify the parties and their roles precisely","Enter the full legal name, jurisdiction of incorporation, and registered address of each party. Designate the 'Restricted Party' and the 'Company' clearly, as these labels drive every operative clause.","For investment funds or PE firms, use the specific fund entity name — not the management company — to ensure the restrictions bind the entity actually acquiring shares.",{"step":344,"title":345,"description":346,"tip":347},2,"Define the restricted activities with an exhaustive list","List every prohibited action explicitly: share acquisitions above a threshold, tender offers, proxy solicitations, board representation requests, and public announcements. Add 'directly or indirectly, whether alone or in concert with others' to close agency and affiliate loopholes.","Review recent standstill litigation in your jurisdiction for the specific language courts have enforced. Delaware courts, for example, have narrowly construed ambiguous restriction lists.",{"step":349,"title":350,"description":351,"tip":352},3,"Set the ownership threshold and baseline","State the maximum percentage of shares the restricted party may hold during the standstill period. Record the restricted party's current ownership percentage as a baseline in the representations section.","Set the threshold at least 2–3 percentage points above the restricted party's current ownership to avoid immediate technical breach from minor market movements.",{"step":354,"title":355,"description":356,"tip":357},4,"Draft the standstill period with a hard end date","Set a specific calendar end date — typically 12 to 24 months for M&A processes, 6 to 12 months for debt restructurings. Include automatic termination triggers for competing bids, insolvency, and material breach.","For public company transactions, align the standstill period with the expected timeline of your strategic review process plus a 30–60 day buffer.",{"step":359,"title":360,"description":361,"tip":362},5,"List permitted exceptions carefully","Carve out routine corporate actions — rights offerings, stock splits, dividend reinvestment — that could otherwise cause technical breach. Include a private-proposal carve-out if you want to preserve negotiation channels.","The permitted exceptions list is where skilled acquirers negotiate the most. Review it carefully before signing — overly broad exceptions can hollow out the standstill.",{"step":364,"title":365,"description":366,"tip":367},6,"Integrate or cross-reference the confidentiality obligations","Either incorporate a full confidentiality section or reference an existing NDA and confirm the defined terms are consistent between the two documents. The standstill and confidentiality obligations should survive termination for the same period.","If you are referencing a separate NDA, attach it as an exhibit and confirm which document controls in the event of conflict.",{"step":369,"title":370,"description":371,"tip":372},7,"Select governing law and confirm jurisdiction for injunctive relief","Choose a governing jurisdiction with well-developed standstill case law — Delaware for US public-company transactions is standard. Confirm that courts in that jurisdiction will grant emergency injunctive relief without a bond requirement.","Include a clause confirming that injunctive relief may be sought in any court of competent jurisdiction, not just the designated forum — this preserves the ability to seek emergency relief where the restricted party's assets are located.",{"step":374,"title":375,"description":376,"tip":377},8,"Execute before sharing confidential information","Both parties must sign before any non-public information about the target is disclosed to the restricted party. Post-disclosure execution removes the deterrent value of the confidentiality clause and weakens enforcement.","Use a timestamped electronic signature process to create an indisputable record of execution date relative to any information-sharing events.",[379,383,387,391,395,399],{"mistake":380,"why_it_matters":381,"fix":382},"Omitting 'acting in concert' language in the restricted activities clause","A restricted party can circumvent a narrowly drafted prohibition by coordinating share purchases through affiliated funds, managed accounts, or third-party nominees — each individually below the trigger threshold.","Include explicit language prohibiting the restricted party from acting directly, indirectly, alone, or in concert with any other person or entity to accomplish any restricted activity.",{"mistake":384,"why_it_matters":385,"fix":386},"No automatic termination trigger for competing third-party bids","If a competing acquirer launches a hostile bid and the original restricted party remains bound by the standstill, it cannot respond — effectively leaving the target without a white-knight bidder who knows the business.","Include a trigger event clause releasing standstill obligations automatically when a bona fide third-party tender offer exceeding a defined ownership threshold is publicly announced.",{"mistake":388,"why_it_matters":389,"fix":390},"Executing the agreement after confidential information has already been shared","The confidentiality clause in a standstill agreement is designed to deter misuse of information received during due diligence. Signing after disclosure means the restricted party has already received and potentially acted on sensitive data with no binding restriction in place.","Execute the standstill — and any accompanying NDA — before providing any non-public financial, operational, or strategic information to the prospective acquirer.",{"mistake":392,"why_it_matters":393,"fix":394},"Setting an ownership threshold below the restricted party's current holding","A threshold set at or below the restricted party's existing stake puts them in immediate breach the moment the agreement is signed, making the restriction unenforceable from day one.","Confirm the restricted party's current beneficial ownership before drafting, and set the permitted ownership ceiling at least 2–3 percentage points above that baseline.",{"mistake":396,"why_it_matters":397,"fix":398},"Selecting a governing law with no meaningful connection to the parties","Courts in unrelated jurisdictions apply unfamiliar precedents on standstill enforceability, and enforcing an injunction across borders is materially slower and more expensive than a local enforcement action.","Use the jurisdiction where the target company is incorporated or where its shares are listed — for US public companies, Delaware is the default for good reason.",{"mistake":400,"why_it_matters":401,"fix":402},"No 'no bond required' provision for emergency injunctive relief","In several US states and some common-law jurisdictions, courts condition temporary restraining orders on the applicant posting a security bond — which takes days to arrange in a live takeover situation where hours matter.","Include explicit language confirming the parties agree no bond or security is required for the non-breaching party to seek injunctive relief, and that the agreement itself constitutes adequate security.",[404,407,410,413,416,419,422,425,428],{"question":405,"answer":406},"What is a standstill agreement?","A standstill agreement is a legally binding contract in which one party agrees to refrain from taking a specific action — most commonly acquiring additional shares, launching a hostile bid, or enforcing a debt — for a defined period of time. In M&A transactions, standstill agreements give target company boards time to evaluate bids and run an orderly process without interference. In debt restructurings, they give borrowers time to negotiate without creditors accelerating repayment or seizing assets.\n",{"question":408,"answer":409},"When is a standstill agreement typically used?","Standstill agreements are most commonly used in three situations: during M&A processes to prevent a prospective acquirer from accumulating shares or making unsolicited public bids while confidential information is being shared; in hostile takeover defense to buy the target board time to respond; and in debt restructuring to freeze creditor enforcement actions while a borrower negotiates revised terms. They are also used in shareholder disputes to preserve the status quo during litigation.\n",{"question":411,"answer":412},"How long does a standstill agreement last?","The standstill period is negotiated between the parties and set out explicitly in the agreement. For M&A processes, 12 to 24 months is typical. For debt restructurings, 3 to 12 months is more common, often with extension options tied to negotiating milestones. The period should always include a hard end date and automatic termination triggers for specified events — such as a competing bid or insolvency filing — to give both parties certainty.\n",{"question":414,"answer":415},"Is a standstill agreement enforceable?","A standstill agreement is generally enforceable when it is properly executed, supported by adequate consideration, and drafted with sufficiently specific restrictions. Courts — particularly in Delaware for US public-company transactions — have consistently enforced standstill agreements through injunctions. Enforceability problems typically arise from overly broad restrictions with no time limit, ambiguous definitions of restricted activities, or a mismatch between the governing law and the parties' actual jurisdiction.\n",{"question":417,"answer":418},"What is the difference between a standstill agreement and a non-disclosure agreement?","A non-disclosure agreement (NDA) restricts what a party can do with confidential information they have received — they cannot share it or use it for unauthorized purposes. A standstill agreement restricts what a party can do with respect to the other party's business or securities — they cannot acquire shares, make bids, or solicit proxies. In M&A transactions, both are typically executed together: the NDA governs information use, the standstill governs conduct during the process.\n",{"question":420,"answer":421},"Can a standstill agreement be terminated early?","Yes, most standstill agreements include automatic termination triggers that release the restricted party from its obligations before the stated end date. Common triggers include a competing third-party bid exceeding a specified ownership threshold, the target company filing for insolvency, a material breach by the non-restricted party, or mutual written agreement to terminate. The specific triggers are heavily negotiated because they define the circumstances under which a restricted party regains freedom of action.\n",{"question":423,"answer":424},"What remedies are available if a standstill agreement is breached?","The primary remedy for a standstill breach is injunctive relief — a court order requiring the breaching party to stop the prohibited conduct immediately. Courts in most common-law jurisdictions treat standstill breaches as irreparable harm, meaning monetary damages alone are considered inadequate. The non-breaching party may also seek specific performance and, in egregious cases, damages for losses caused by the breach. The agreement should explicitly preserve the right to seek emergency injunctive relief without posting a bond.\n",{"question":426,"answer":427},"Do I need a lawyer to prepare a standstill agreement?","Given the high stakes — a poorly drafted standstill can expose a board to fiduciary duty claims or leave a creditor without effective remedies — legal review is strongly recommended for any standstill agreement in a live transaction. A structured template provides a solid starting point and significantly reduces drafting time, but the governing law selection, ownership threshold, trigger events, and permitted exceptions all require tailoring to the specific transaction. For public-company M&A or substantial debt restructurings, retain counsel with relevant transaction experience.\n",{"question":429,"answer":430},"How does a standstill agreement interact with securities regulations?","In public-company transactions, standstill agreements interact directly with securities disclosure rules. In the US, Section 13(d) of the Exchange Act requires disclosure once a party accumulates more than 5% of a public company's shares. The standstill's ownership threshold must be set with reference to these disclosure thresholds. In the UK, the Takeover Code imposes strict timing and disclosure rules that affect how standstill provisions can be structured for listed companies.\n",[432,436,440,444],{"industry":433,"icon_asset_id":434,"specifics":435},"Financial Services and Banking","industry-fintech","Creditor standstill agreements are a standard tool in syndicated loan workouts, with multiple lenders required to sign before restructuring negotiations begin.",{"industry":437,"icon_asset_id":438,"specifics":439},"Technology and SaaS","industry-saas","Strategic acquirers reviewing source code, customer data, and roadmaps during due diligence are routinely restricted by standstill agreements to prevent competitive intelligence misuse if the deal falls through.",{"industry":441,"icon_asset_id":442,"specifics":443},"Manufacturing and Industrials","industry-manufacturing","Hostile bids for manufacturing businesses often involve asset-stripping concerns; standstill agreements give incumbent boards time to identify and engage white-knight buyers.",{"industry":445,"icon_asset_id":446,"specifics":447},"Real Estate and Infrastructure","industry-real-estate","Debt standstill agreements are common in commercial real estate distress situations, pausing lender enforcement while a borrower arranges refinancing or asset sales to reduce exposure.",[449,452,456,460],{"vs":450,"vs_template_id":234,"summary":451},"Non-Disclosure Agreement (NDA)","An NDA restricts how a party uses confidential information they have received — preventing disclosure or unauthorized use. A standstill agreement restricts what a party can do with respect to the company itself — preventing share accumulation, bids, and proxy solicitations. In M&A transactions, both are typically signed together: the NDA governs information, the standstill governs conduct. Relying on the NDA alone leaves the target exposed to creeping acquisition.",{"vs":453,"vs_template_id":454,"summary":455},"Letter of Intent (LOI)","letter-of-intent-D1422","A letter of intent outlines the proposed terms of a transaction — price, structure, and key conditions — and is typically non-binding except for exclusivity and confidentiality clauses. A standstill agreement is a standalone binding restriction on conduct, independent of any deal terms. An LOI may include standstill language as one of its binding provisions, but a dedicated standstill agreement provides more comprehensive and enforceable restrictions.",{"vs":457,"vs_template_id":458,"summary":459},"Shareholder Agreement","shareholders-agreement-D198","A shareholder agreement governs the ongoing relationship among a company's shareholders — voting rights, transfer restrictions, drag-along and tag-along rights, and governance matters. A standstill agreement is a temporary, transaction-specific instrument restricting one party's acquisition and conduct for a defined period. Standstill provisions can be embedded in a shareholder agreement, but a standalone instrument is used when the restriction arises in the context of a specific bid or restructuring.",{"vs":241,"vs_template_id":461,"summary":462},"D{MERGER_AGREEMENT_ID}","A merger agreement is the definitive transaction document governing the full terms of a completed acquisition — price, representations, conditions, and closing mechanics. A standstill agreement is a pre-transaction instrument used before deal terms are agreed, to manage conduct during the evaluation and negotiation phase. The standstill typically terminates when a merger agreement is executed, at which point the merger agreement's own exclusivity and conduct-of-business covenants take over.",{"use_template":464,"template_plus_review":468,"custom_drafted":472},{"best_for":465,"cost":466,"time":467},"Private-company M&A discussions and straightforward debt standstills where the parties are sophisticated and the stakes are below $5M","Free","1–2 hours to adapt and review",{"best_for":469,"cost":470,"time":471},"Mid-market M&A transactions, multi-creditor debt restructurings, or any situation involving a public company","$500–$2,000 for a transactional attorney review","2–5 business days",{"best_for":473,"cost":474,"time":475},"Public-company hostile takeover defense, large syndicated debt restructurings, or cross-border transactions with multiple governing jurisdictions","$5,000–$25,000+","1–3 weeks",[477,482,487,492],{"code":478,"name":479,"flag_asset_id":480,"note":481},"us","United States","flag-us","Delaware is the dominant governing law for public-company standstill agreements in the US, with an extensive body of Court of Chancery precedent on enforceability and breach remedies. Section 13(d) of the Securities Exchange Act requires disclosure at 5% ownership, making threshold selection critical. The FTC's Hart-Scott-Rodino Act may impose pre-merger filing requirements if the transaction contemplated at the end of the standstill period exceeds applicable thresholds. Non-compete-style restrictions must be reasonable in scope and duration to be enforceable.",{"code":483,"name":484,"flag_asset_id":485,"note":486},"ca","Canada","flag-ca","Canadian securities regulators — particularly the OSC in Ontario and the AMF in Quebec — actively oversee standstill agreements in public-company M&A and may require disclosure of standstill terms as material agreements. The Competition Act's pre-merger notification thresholds apply to transactions contemplated following the standstill period. Quebec's Civil Code governs contracts in that province, and standstill agreements should be reviewed for compatibility with Quebec law if the target or restricted party is based there.",{"code":488,"name":489,"flag_asset_id":490,"note":491},"uk","United Kingdom","flag-uk","For transactions involving UK-listed companies, the UK Takeover Code administered by the Takeover Panel imposes strict rules on standstill agreements — including disclosure obligations and restrictions on deal protections that might unduly impede competing bids. Post-Brexit, UK rules have diverged somewhat from EU norms, and the Panel's consent may be required for certain standstill structures. English law courts have a strong track record of granting injunctions for standstill breaches, including without-notice emergency applications.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"eu","European Union","flag-eu","EU merger control rules require pre-notification to the European Commission for transactions above applicable turnover thresholds, and standstill obligations under EU Merger Regulation Article 7 prohibit implementation of a concentration before clearance — distinct from contractual standstill agreements but relevant to the overall transaction timeline. Member states have varying approaches to enforcing contractual standstills; German and French courts are generally receptive to injunctive relief. GDPR considerations arise when confidential information shared during the standstill period includes personal data.",[234,498,246,499,500,501,502,503,504,505,506,507],"letter-of-intent_acquisition-of-business-D5197","shareholders-agreement-D1016","confidentiality-agreement-D950","general-non-compete-agreement-D882","memorandum-of-understanding-D12548","acquisition-agreement-D847","joint-venture-agreement-D889","asset-purchase-agreement-D928","stock-purchase-agreement-D349","employment-agreement-executive-D543",{"emit_how_to":192,"emit_defined_term":192},{"primary_folder":94,"secondary_folder":510,"document_type":511,"industry":512,"business_stage":513,"tags":514,"confidence":520},"equity-and-mergers","agreement","general","transition",[515,516,517,518,519],"m-and-a","contract","standstill-agreement","shareholder-negotiation","acquisition-defense",0.92,"\u003Ch2>What is a Standstill Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Standstill Agreement\u003C/strong> is a legally binding contract in which one party — typically a prospective acquirer, activist shareholder, or creditor — agrees to refrain from taking a defined set of actions for a specified period of time. In mergers and acquisitions, this means restricting the restrained party from accumulating additional shares, launching unsolicited bids, initiating proxy contests, or making public announcements about a potential transaction while the target company's board conducts its own strategic review. In debt restructuring contexts, it means creditors agreeing to hold off on enforcement actions — such as accelerating repayment or seizing collateral — while a borrower negotiates revised terms. The agreement is not a letter of intent or a preliminary expression of interest; it is a standalone, enforceable instrument with specific remedies — primarily injunctive relief — for breach.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a standstill agreement in place, a target company board loses control of the process the moment it begins sharing confidential information with a prospective acquirer. A party who has received non-public financial data, customer lists, and strategic plans can use that information to accumulate shares on the open market, coordinate with other investors, or launch a public bid before the board has had time to evaluate its options or canvas competing offers. The result is a compressed timeline that typically destroys value for shareholders and eliminates the board's ability to fulfill its fiduciary duties. For creditors and borrowers, proceeding without a signed standstill means every restructuring conversation happens under the threat of unilateral enforcement — accelerating defaults, triggering cross-default clauses, and collapsing the negotiating environment entirely. A properly drafted standstill agreement freezes the status quo, creates a structured window for good-faith negotiation, and provides an immediately enforceable remedy if the restricted party breaks the rules. This template gives you the standard architecture used in real transactions, with the critical clauses — restricted activities, trigger events, permitted exceptions, and remedies — drafted to hold up under scrutiny.\u003C/p>\n",1778696357298]