Unassociated Document



     

    
    

     

    
      Exhibit 10.5

       

      STANDSTILL AGREEMENT 

       

           This
STANDSTILL AGREEMENT, dated as of June 1, 2005 (this “AGREEMENT”), is
entered into by and among CALAVO GROWERS, INC., a California corporation
(“CALAVO”), LIMONEIRA COMPANY, a Delaware corporation (“LIMONEIRA”), and the
other parties who are signatories below (“LIMONEIRA AFFILIATIES”). Limoneira and
the Limoneira Affiliates are sometimes referred to herein individually as an
“INVESTOR” and collectively, as the “INVESTORS”. 

       

           WHEREAS,
Calavo and Limoneira have entered into a Stock Purchase Agreement, dated
June 1, 2005 (the “STOCK PURCHASE AGREEMENT”); 

       

           WHEREAS,
as a condition to the consummation of the transactions provided for in the Stock
Purchase Agreement, Calavo desires that the Investors make certain
representations, warranties, covenants and agreements as set forth in this
Agreement. 

       

           NOW
THEREFORE, in consideration of the mutual covenants and agreements contained
herein and in the Stock Purchase Agreement and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows: 

       

           1. Definitions.
Capitalized terms used herein but not otherwise defined herein shall have the
meaning ascribed thereto in the Stock Purchase Agreement. 

       

           2. Representations and
Warranties of Each Investor. To induce Calavo to enter into this
Agreement and the Stock Purchase Agreement and to consummate the transactions
contemplated hereby and thereby, each Investor 

       

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      represents and warrants (as to himself
or itself only and not with respect to any other Investor) to Calavo as follows:


       

                2.1 Binding Agreement.
The execution, delivery and performance of this Agreement by such Investor and
the consummation by such Investor of the transactions contemplated hereby have
been duly and validly authorized by all necessary corporate or partnership
action (if applicable) on the part of such Investor. This Agreement has been
duly executed and delivered by such Investor, and, assuming the valid
authorization, execution and delivery hereof by Calavo, is a valid and binding
obligation of such Investor, enforceable against such Investor in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium, and other similar laws affecting or
relating to the enforcement of creditors’ rights generally and by general
principles of equity (whether applied in a proceeding at law or in equity.)


       

                2.2 Execution; No
Violations. The execution and delivery of this Agreement by such Investor
does not, and the consummation by such Investor of the transaction contemplated
hereby will not: (a) violate or conflict with any organizational documents
of such Investor (if applicable) or any agreement, order, injunction, decree, or
judgment to which such Investor is a party or by which such Investor is bound;
or (b) violate any law, rule or regulation applicable to such Investor.


       

                2.3 Governmental and Other
Consents. No consent, approval or authorization of, or designation,
registration, declaration or filing with, any governmental entity or third
Person is required on the part of such Investor in connection with the execution
or delivery of this Agreement or the consummation by it of the transactions
contemplated hereby. 

       

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                2.4 Share Ownership.
Limoneira does not own directly or indirectly any voting securities of Calavo,
or any securities convertible into or exchangeable or exercisable for any voting
securities of Calavo, or which, upon redemption thereof could result in
Limoneira or any of its Affiliates receiving any voting securities of Calavo, or
options, warrants, contractual rights or other rights of any kind to acquire or
vote any voting securities of Calavo (collectively, the “VOTING SECURITIES”),
except those securities acquired pursuant to the Stock Purchase Agreement (the
“CALAVO SHARES”). 

       

           3. Standstill
Arrangements. 

       

                3.1 Acquisition of Additional
Voting Securities. Limoneira hereby covenants and agrees that prior to
the Termination Date (as hereinafter defined), neither it nor any of its
Subsidiaries will, without the prior approval of the Board of Directors of
Calavo, directly or indirectly, purchase or otherwise acquire (other than
pursuant to a stock split or stock dividend) or make any proposal, other than a
confidential proposal to the Board of Directors of Calavo, to or agree to
acquire, or become or agree to become the beneficial owner of, more than 12.6%
of the outstanding Voting Securities, other than (i) the Calavo Shares or
(ii) any Voting Securities issued as dividends on or otherwise issued in
exchange or in consideration of or with respect to the Calavo Shares (the
“DIVIDEND SHARES”) or shares issued as dividends on the Dividend Shares or in
exchange for or in respect of the Dividend Shares. 

       

                3.2 Prohibited Actions.
Each Investor hereby agrees (as to himself or itself only and not with respect
to any other Investor) that, prior to the Termination Date, such Investor will
not, without the prior approval of the Board of Directors of Calavo, directly or
indirectly , solicit, request, advise, assist or encourage others to, take any
of the following actions: 

       

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                     (a) form,
join in or in any other way participate in a “partnership, limited partnership,
syndicate or other group” within the meaning of Section 13(d)(3) of the
Exchange Act with respect to Voting Securities or deposit any Voting Securities
in a voting trust or similar arrangement or subject any Voting Securities to any
voting agreement or pooling arrangement, other than with one or more Affiliates
of such Investor with respect to the Calavo Shares; 

       

                     (b) solicit
proxies or written consents of stockholders with respect to Voting Securities
under any circumstances, or make, or in any way participate in, any
“solicitation” of any “proxy” to vote any Voting Securities (other than a
solicitation conducted by Calavo), or become a “participant” in any election
contest with respect to Calavo (as such terms are defined or used in
Rule 14a-1 under the Exchange Act) other than an election contest related
to election of members of the Board of Directors elected solely by the holders
of the Calavo Shares; 

       

                     (c) seek
to call, or request the call of, a special meeting of the stockholders of Calavo
unless first presented to the Calavo Board of Directors or seek to make, or
make, a stockholder proposal at any meeting of the stockholders of Calavo that
has not first been presented to the Calavo Board of Directors; 

       

                     (d) commence,
or announce any intention to commence, any tender offer for any Voting
Securities; 

       

                     (e) make,
announce any intention or desire to make, or facilitate the making of, any
proposal (other than a confidential proposal to Calavo) or bid with respect to
the acquisition of any substantial portion of the assets of Calavo or of the
assets or stock of any of its subsidiaries or of all or any portion of the
outstanding Voting Securities, or recapitalization or liquidation involving
Calavo or any of its subsidiaries; 

       

                     (f) knowingly
arrange, or in any way knowingly participate in, any financing for any
transaction referred to in clauses 3(a) through 3(e) above; or 

       

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                     (g) make
any request, or otherwise seek (in any fashion that would require public
disclosure by Calavo, such Investor or their respective Affiliates) to obtain
any waiver or amendment of any provision of this Agreement or take any action
restricted hereby. 

       

           4. Termination. This
Agreement shall terminate with respect to a particular Investor on the date that
such Investor and its Affiliates no longer own Voting Securities representing at
least 5% of the outstanding Voting Securities of Calavo (the “TERMINATION
DATE”). 

       

           5. Remedies. Each party
hereto hereby acknowledges and agrees that irreparable harm would occur in the
event any of the provisions of this Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed
that the parties shall be entitled to specific performance hereunder, including,
without limitation, an injunction or injunctions to prevent and enjoin breaches
of the provisions of this Agreement and to enforce specifically the terms and
provision hereof in any state or federal court in the State of California, in
addition to any other remedy to which they may be entitled at law or in equity.
Any requirements of the securing or posting of any bond with such remedy are
waived. All rights and remedies under this Agreement are cumulative, not
exclusive, and shall be in addition to all rights and remedies available to
either party at law or in equity. No party hereto shall be responsible for a
breach by another party if the non-breaching party does not participate in the
breach. 

       

           6. Jurisdiction; Venue.
The parties hereto hereby irrevocably and unconditionally consent to and submit
to the jurisdiction of the courts of the State of California and of the United
States of America located in the State of California for any actions, suits or
proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby, and further agree that service of any process, summons,
notice or document by U.S. certified mail to the respective 

       

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      addresses set forth in Section 10
hereof shall be effective service of process for any such action, suit or
proceeding brought against any party in any such court. The parties irrevocably
and unconditionally waive any objection to the laying of venue of any action,
suit or proceeding arising out of this Agreement, or the transactions
contemplated hereby, in the courts of the State of California of the United
States of America located in the State of California, and hereby further
irrevocably and unconditionally waive and agree not to plead or claim in any
such court that any such action, suit or proceeding brought in any such court
has been brought in any inconvenient forum. 

       

           7. Entire Agreement.
This Agreement contains the entire understanding of the parties with respect to
the subject matter hereof and may be amended only by an agreement in writing
executed by the parties hereto. 

       

           8. Headings. Descriptive
headings are for convenience only and shall not control of affect the meaning or
construction of any provision of this Agreement. 

       

           9. Number; Gender.
Whenever the singular number is used herein, the same shall include the plural
where appropriate, and words or any gender shall include each other gender where
appropriate. 

       

           10. Notices. All notices,
consents, requests, instructions, approvals and other communications provided
for herein and all legal process in regard hereto shall be validly given, made
or served, if in writing and sent by U.S. certified mail, return receipt
requested: 

       

      
        	 	 	 	 	 
	
                
                

              	 	if to Limoneira: 	 	Limoneira Company
	
                
                

              	 	 	 	1141 Cummings Road
	
                
                

              	 	 	 	Santa Paula, CA 93060
	
                
                

              	 	 	 	Attention: Harold S. Edwards, CEO
	
                 

              	 	 	 	 
	
                
                

              	 	with a copy to: 	 	Lawrence E. Stickney,
Esq.


      

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              	 	 	 	Walker, Wright, Tyler & Ward
	
                
                

              	 	 	 	626 Wilshire Blvd., Suite 900
	
                
                

              	 	 	 	Los Angeles, CA 90017
	
                 

              	 	 	 	 
	
                
                

              	 	if to Calavo: 	 	Calavo Growers, Inc.
	
                
                

              	 	 	 	1141 A Cummings Road
	
                
                

              	 	 	 	Santa Paula, CA 93060
	
                
                

              	 	 	 	Attention: Lecil E. Cole, Chairman
	
                 

              	 	 	 	 
	
                
                

              	 	with a copy to: 	 	Marc L. Brown, Esq.
	
                
                

              	 	 	 	Troy & Gould, APC
	
                
                

              	 	 	 	1801 Century Park East
	
                
                

              	 	 	 	Suite 1600
	
                
                

              	 	 	 	Los Angeles, CA 90067


      

           11. Enforceability. If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated. It is hereby stipulated and declared to be the intention of the
parties that the parties would have executed the remaining terms, provisions,
covenants and restrictions without including any of such which may be hereafter
declared invalid, void or unenforceable. In addition, the parties agree to use
their best efforts to agree upon and substitute a valid and enforceable term,
provision, covenant or restriction for any of such that is held invalid, void or
unenforceable by a court of competent jurisdiction. 

       

           12. Law Governing. This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of California without regard to any conflict of laws
provisions thereof. 

       

           13. Binding Effect; No
Assignment. This Agreement shall be binding upon and inure to the benefit
of and be enforceable by the successors and assigns of the parties hereto.
Nothing in this Agreement, expressed or implied, is intended to confer on any
Person other than the parties hereto, or their respective heirs, successors,
executors, administrators and assigns any rights, 

       

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      remedies, obligations or liabilities
under or by reason of this Agreement. No party to this Agreement may assign its
rights or delegate its obligations hereunder (whether voluntarily,
involuntarily, or by operation of law) without the prior written consent of the
other parties. Any such attempted assignment shall be null and void. 

       

           14. Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument. 

       

           15. Section Headings.
The headings contained in this Agreement are for reference purposes only and
will not affect in any way the meaning or interpretation of this Agreement.


       

           IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the date first
written hereinabove. 

       

      
        	 	 	 	 	 
	Calavo:	 	CALAVO GROWERS, INC.
	
                 

              	 	 	 	 
	
                
                

              	 	By: 	 	/s/ Lecil E. Cole
	
                
                

              	 	 	 	 
	
                
                

              	 	 	 	     Name: Lecil E.
    Cole
	
                
                

              	 	 	 	     Title: Chairman,
      President and CEO
	
                 

              	 	 	 	 
	Limoneira:	 	LIMONEIRA COMPANY
	
                 

              	 	 	 	 
	
                
                

              	 	By: 	 	/s/ Harold S. Edwards
	
                
                

              	 	 	 	 
	
                
                

              	 	 	 	     Name: Harold S.
      Edwards
	
                
                

              	 	 	 	     Title: President
      and CEO
	
                 

              	 	 	 	 
	
                Limoneira Affiliates:
      

              	 	 	 	     /s/ Harold S.
      Edwards
	 	 	 
	
                
                

              	 	 	 	     Name: Harold S.
      Edwards
	
                 

              	 	 	 	 
	
                
                

              	 	 	 	     /s/ Alex M.
    Teague
	 	 	 
	
                
                

              	 	 	 	     Name: Alex M.
      Teague


      

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              	 	 	 	     /s/ G. Ronald
      Hendren
	 	 	 
	
                
                

              	 	 	 	     Name: G. Ronald
      Hendren
	
                 

              	 	 	 	 
	
                
                

              	 	 	 	     /s/ Don P.
      Delmatoff
	 	 	 
	
                
                

              	 	 	 	     Name: Don P.
      Delmatoff
	
                 

              	 	 	 	 
	
                
                

              	 	 	 	      /s/ Allan M.
      Pinkerton
	 	 	 
	
                
                

              	 	 	 	     Name: Allan M.
      Pinkerton
	
                 

              	 	 	 	 
	
                
                

              	 	 	 	     /s/ John W.
      Blanchard
	 	 	 
	
                
                

              	 	 	 	     Name: John W.
      Blanchard
	
                 

              	 	 	 	 
	
                
                

              	 	 	 	     /s/ Gordon E.
      Kimball
	 	 	 
	
                
                

              	 	 	 	     Name: Gordon E.
      Kimball
	
                 

              	 	 	 	 
	
                
                

              	 	 	 	     /s/ Robert M.
      Sawyer
	 	 	 
	
                
                

              	 	 	 	     Name: Robert M.
      Sawyer
	
                 

              	 	 	 	 
	
                
                

              	 	 	 	     /s/ Samuel R.
      Edwards
	 	 	 
	
                
                

              	 	 	 	     Name: Samuel R.
      Edwards
	
                 

              	 	 	 	 
	
                
                

              	 	 	 	     /s/ Robert A.
      Proctor
	 	 	 
	
                
                

              	 	 	 	     Name: Robert A.
      Proctor
	
                 

              	 	 	 	 
	
                
                

              	 	 	 	     /s/ Ronald L.
      Michaelis
	 	 	 
	
                
                

              	 	 	 	     Name: Ronald L.
      Michaelis
	
                 

              	 	 	 	 
	
                
                

              	 	 	 	     /s/ Alan M.
    Teague
	 	 	 
	
                
                

              	 	 	 	     Name: Alan M.
      Teague
	
                 

              	 	 	 	 
	
                
                

              	 	 	 	     /s/ John W.H.
      Merriman
	 	 	 
	
                
                

              	 	 	 	     Name: John W.H.
      Merriman
	
                 

              	 	 	 	 
	
                
                

              	 	 	 	     /s/ John M.
      Dickenson
	 	 	 
	
                
                

              	 	 	 	     Name: John M.
      Dickenson


      

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