Board Representation and Standstill Agreement Sample Contracts

AMENDMENT AND WAIVER TO BOARD REPRESENTATION AND STANDSTILL AGREEMENT
Board Representation and Standstill Agreement • September 29th, 2021 • LSB Industries Inc • Industrial inorganic chemicals • Delaware

This Amendment and Waiver (this “Amendment”) to the Board Representation and Standstill Agreement, dated as of December 4, 2015 (as previously amended on October 26, 2017 and October 18, 2018, the “Agreement”), by and among LSB Industries, Inc., a Delaware corporation (the “Company”), LSB Funding LLC, a Delaware limited liability company (the “Purchaser”), Security Benefit Corporation, a Kansas corporation (“Security Benefit”), Todd Boehly, an individual (“Boehly”), Jack E. Golsen, an individual (“J. Golsen”), Steven J. Golsen, an individual (“S. Golsen”), Barry H. Golsen, an individual (“B. Golsen”), Linda Golsen Rappaport, an individual (“L. Rappaport”), Golsen Family LLC, an Oklahoma limited liability company (“Family LLC”), SBL LLC, an Oklahoma limited liability company (“SBL LLC”), and Golsen Petroleum Corp., an Oklahoma corporation (together with J. Golsen, S. Golsen, B. Golsen, L. Rappaport, Family LLC and SBL LLC, each a “Golsen Holder” and, collectively, the “Golsen Holders”),

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BOARD REPRESENTATION AND STANDSTILL AGREEMENT
Board Representation and Standstill Agreement • October 14th, 2015 • Sanchez Production Partners LP • Crude petroleum & natural gas • Delaware

This BOARD REPRESENTATION AND STANDSTILL AGREEMENT, dated as of October 14, 2015 (this “Agreement”), is entered into by and among Sanchez Production Partners GP LLC, a Delaware limited liability company (the “General Partner”), Sanchez Production Partners LP, a Delaware limited partnership (the “Partnership” and, together with the General Partner, the “Sanchez Entities”), and Stonepeak Catarina Holdings LLC (the “Purchaser”). The Sanchez Entities and the Purchaser are herein referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meaning assigned to such term in the Class B Preferred Unit Purchase Agreement, dated as of September 25, 2015, by and between the Partnership and the Purchaser (the “Purchase Agreement”).

BOARD REPRESENTATION AND STANDSTILL AGREEMENT
Board Representation and Standstill Agreement • December 8th, 2015 • LSB Industries Inc • Industrial inorganic chemicals • Delaware

THIS BOARD REPRESENTATION AND STANDSTILL AGREEMENT, dated as of December 4, 2015 (this “Agreement”), is entered into by and among LSB Industries, Inc., a Delaware corporation (the “Company”), LSB Funding LLC, a Delaware limited liability company (the “Purchaser”), Security Benefit Corporation, a Kansas corporation (“Security Benefit”), Todd Boehly, an individual (“Boehly”), Jack E. Golsen, an individual (“J. Golsen”), Steven J. Golsen, an individual (“S. Golsen”), Barry H. Golsen, an individual (“B. Golsen”), Linda Golsen Rappaport, an individual (“L. Rappaport”), Golsen Family LLC, an Oklahoma limited liability company (“Family LLC”), SBL LLC, an Oklahoma limited liability company (“SBL LLC”), and Golsen Petroleum Corp., an Oklahoma corporation (“GPC”, and together with J. Golsen, S. Golsen, B. Golsen, L. Rappaport, Family LLC, SBL LLC, each a “Golsen Holder” and, collectively, the “Golsen Holders”). The Company, the Purchaser, Security Benefit, Boehly, each of the Golsen Holders and

BOARD REPRESENTATION AND STANDSTILL AGREEMENT
Board Representation and Standstill Agreement • January 11th, 2017 • Stratus Properties Inc • Land subdividers & developers (no cemeteries) • Delaware

This BOARD REPRESENTATION AND STANDSTILL AGREEMENT (this “Agreement”) is made and entered into as of January 11, 2017, by and among Stratus Properties Inc., a Delaware corporation (the “Company”), on the one hand, and Oasis Management Company Ltd., Oasis Investments II Master Fund Ltd. and Oasis Capital Partners (Texas) Inc. (collectively, the “Stockholders”), on the other hand.

BOARD REPRESENTATION AND STANDSTILL AGREEMENT
Board Representation and Standstill Agreement • August 29th, 2016 • Concurrent Computer Corp/De • Electronic computers • Delaware

THIS BOARD REPRESENTATION AND STANDSTILL AGREEMENT (this “Agreement”), dated as of August 29, 2016, is entered into by and between (i) Concurrent Computer Corporation, a Delaware corporation (the “Company”), on the one hand, and (ii) JDS1, LLC, a Delaware limited liability company (the “Investor”), Julian Singer, in his individual capacity (the “Investor Affiliate,” and together with the Investor, the Investor Affiliate, and the Affiliates and Associates of each of the foregoing, the “Investor Group”), and Wayne Barr in his individual capacity (the “Nominee”), on the other hand.

AMENDED AND RESTATED BOARD REPRESENTATION AND STANDSTILL AGREEMENT
Board Representation and Standstill Agreement • August 5th, 2019 • Sanchez Midstream Partners LP • Crude petroleum & natural gas • Delaware

This AMENDED AND RESTATED BOARD REPRESENTATION AND STANDSTILL AGREEMENT (this “Agreement”), dated as of August 2, 2019 (the “Effective Date”), is entered into by and among Sanchez Midstream Partners GP LLC, a Delaware limited liability company (the “General Partner”), Sanchez Midstream Partners LP, a Delaware limited partnership (the “Partnership” and, together with the General Partner, the “Sanchez Entities”), and Stonepeak Catarina Holdings LLC (“Stonepeak”). The Sanchez Entities and Stonepeak are herein referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meaning assigned to such term in the Third Amended and Restated Agreement of Limited Partnership of the Partnership (as amended, the “Partnership Agreement”).

BOARD REPRESENTATION AND STANDSTILL AGREEMENT
Board Representation and Standstill Agreement • October 1st, 2015 • Crestwood Equity Partners LP • Retail-nonstore retailers • Delaware

THIS BOARD REPRESENTATION AND STANDSTILL AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2015, by and among Crestwood Equity GP, LLC, a Delaware limited liability company (the “General Partner”), Crestwood Equity Partners LP, a Delaware limited partnership (the “Partnership” and, together with the General Partner, the “Crestwood Entities”) and each of the Persons set forth on Annex B to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”). The Crestwood Entities and the Purchasers are herein referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meaning assigned to such term in the Class A Convertible Preferred Unit Purchase Agreement, dated as of June 17, 2014 (the “Purchase Agreement”), by and among Crestwood Midstream Partners LP, a Delaware limited partnership (“Midstream”) and the Purchasers.

BOARD REPRESENTATION AND STANDSTILL AGREEMENT
Board Representation and Standstill Agreement • June 19th, 2014 • Crestwood Midstream Partners LP • Natural gas transmission • Delaware

THIS BOARD REPRESENTATION AND STANDSTILL AGREEMENT, dated as of June 17, 2014 (this “Agreement”), is entered into by and among Crestwood Midstream GP, LLC, a Delaware limited liability company (the “General Partner”), Crestwood Midstream Partners LP, a Delaware limited partnership (the “Partnership” and, together with the General Partner, the “Crestwood Entities”), and the Purchasers listed on the signature pages hereto (collectively, the “Purchasers”). The Crestwood Entities and the Purchasers are herein referred to as the “Parties.” Capitalized terms used but not defined herein shall have the meaning assigned to such term in the Class A Preferred Unit Purchase Agreement, dated as of June 17, 2014, by and among the Partnership and the Purchasers (the “Purchase Agreement”).

AMENDMENT TO BOARD REPRESENTATION AND STANDSTILL AGREEMENT Dated as of October 18, 2018
Board Representation and Standstill Agreement • October 19th, 2018 • LSB Industries Inc • Industrial inorganic chemicals • Delaware

This Amendment (this “Amendment”) to the Board Representation and Standstill Agreement, dated as of December 4, 2015 (as previously amended on October 26, 2017, the “Agreement”), by and among LSB Industries, Inc., a Delaware corporation (the “Company”), LSB Funding LLC, a Delaware limited liability company (the “Purchaser”), Security Benefit Corporation, a Kansas corporation (“Security Benefit”), Todd Boehly, an individual (“Boehly”), Jack E. Golsen, an individual (“J. Golsen”), Steven J. Golsen, an individual (“S. Golsen”), Barry H. Golsen, an individual (“B. Golsen”), Linda Golsen Rappaport, an individual (“L. Rappaport”), Golsen Family LLC, an Oklahoma limited liability company (“Family LLC”), SBL LLC, an Oklahoma limited liability company (“SBL LLC”), and Golsen Petroleum Corp., an Oklahoma corporation (together with J. Golsen, S. Golsen, B. Golsen, L. Rappaport, Family LLC and SBL LLC, each a “Golsen Holder” and, collectively, the “Golsen Holders”), is made and entered into as of

BOARD REPRESENTATION AND STANDSTILL AGREEMENT
Board Representation and Standstill Agreement • July 23rd, 2012 • Concurrent Computer Corp/De • Electronic computers • Delaware

THIS BOARD REPRESENTATION AND STANDSTILL AGREEMENT (this “Agreement”), dated as of July 23, 2012, is entered into by and between (i) Concurrent Computer Corporation, a Delaware corporation (the “Company”), on the one hand, and (ii) Singer Children’s Management Trust, a New Jersey trust, Trust A-4, a Delaware trust, and Milfam II L.P., a Georgia limited partnership (together, the “Investors”), Karen Singer and Lloyd I. Miller, III, in their individual capacities (the “Investor Affiliates,” and together with the Investors, the Investor Affiliates, and the Affiliates and Associates of each of the foregoing, the “Investor Group”), and Robert M. Pons and Dilip Singh, in their individual capacities (each a “Nominee” and collectively, the “Nominees”), on the other hand.

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