Common use of Acquisition Proposals; Change in Recommendation Clause in Contracts

Acquisition Proposals; Change in Recommendation. (a) Go-Shop Period. During the period beginning on the date of this Agreement and continuing until 12:01 a.m. (New York City time) on the thirtieth (30th) day after the date of this Agreement (the “No-Shop Period Start Date” and the period starting from the date of this Agreement until the No-Shop Period Start Date, the “Go-Shop Period”), the Company and its Subsidiaries and their respective Representatives shall have the right to: (i) initiate, solicit or knowingly facilitate or encourage any inquiry or the making of any proposal or offer that constitutes or would be reasonably be expected to lead to an Acquisition Proposal, including by providing information, whether orally or in writing (including non-public information and data) regarding the business, properties, assets, books, records and personnel of the Company and its Subsidiaries to any Person if the Company receives from such Person (or has received from such Person) an executed Acceptable Confidentiality Agreement; provided, that the Company shall promptly (and in any event within twenty-four (24) hours) make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to Parent or Merger Sub; and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or otherwise cooperate with, assist, participate in, facilitate or encourage efforts by, any Persons or groups of Persons (or Representatives of Persons) that have made, are seeking to make, have informed the Company of an intention to make, or have publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; provided, that during the Go-Shop Period, the Company shall not disclose any material non-public information regarding the Company pursuant to the foregoing clauses (i) and (ii) without first entering into an Acceptable Confidentiality Agreement with the intended recipient thereof (but for the avoidance of doubt, the Company shall not be required to enter into an Acceptable Confidentiality Agreement with any Representatives of such intended recipient) and shall promptly (and in any event within twenty-four (24) hours) provide written notice to Parent and Merger Sub of the execution of an Acceptable Confidentiality Agreement with any Person during the Go-Shop Period (which notice shall not be required to identify the Person entering into such Acceptable Confidentiality Agreement). No later than twenty-four (24) hours after the No-Shop Period Start Date, the Company shall provide a written notice to Parent and Merger Sub stating whether the Company Board has determined that any Person submitting an Acquisition Proposal prior to the No-Shop Period Start Date is an Excluded Party and identifying each such Excluded Party.

Acquisition Proposals; Change in Recommendation. (a) Go-Shop Period. During the period beginning on the date of this Agreement ENP GP and continuing until 12:01 a.m. (New York City time) on the thirtieth (30th) day after the date of this Agreement (the “No-Shop Period Start Date” ENP shall, and the period starting from the date of this Agreement until the No-Shop Period Start Date, the “Go-Shop Period”), the Company and its they shall cause their Subsidiaries and their respective Representatives shall have the right to: to (i) initiateimmediately cease and terminate any solicitation, solicit encouragement, discussions or knowingly facilitate negotiations with any Person that may be ongoing with respect to or encourage any inquiry or the making of any proposal or offer that constitutes or would be may reasonably be expected to lead to an Acquisition Proposal, including by providing information, whether orally or in writing (including non-public information and data) regarding the business, properties, assets, books, records and personnel of the Company and its Subsidiaries to any Person if the Company receives from such Person (or has received from such Person) an executed Acceptable Confidentiality Agreement; provided, that the Company shall promptly (and in any event within twenty-four (24) hours) make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to Parent or Merger Sub; and (ii) engage inrequest such Person to promptly return or destroy all confidential information concerning ENP and its Subsidiaries. (b) Neither ENP GP nor ENP shall, enter intoand they shall cause their Subsidiaries and use their commercially reasonable efforts to cause their Representatives not to, continue directly or otherwise participate in indirectly, (i) initiate, solicit, knowingly encourage or facilitate (including by way of furnishing information) any discussions or negotiations withinquiries regarding, or otherwise cooperate with, assist, participate in, facilitate the making or encourage efforts by, any Persons or groups submission of Persons (or Representatives of Persons) that have made, are seeking to make, have informed the Company of an intention to make, or have publicly announced an intention to make, any proposal or offer that constitutes, or would may reasonably be expected to lead to, an Acquisition Proposal; provided, that during the Go-Shop Period(ii) conduct or participate in any discussions or negotiations regarding any Acquisition Proposal, the Company shall not disclose or (iii) furnish to any material person any non-public information regarding the Company pursuant or data relating to ENP or any of its Subsidiaries or afford access to the foregoing business, properties, assets, or, except as required by Law or the ENP Existing Partnership Agreement, books or records of ENP or any of its Subsidiaries. Notwithstanding the foregoing, at any time prior to obtaining the ENP Unitholder Approval, the ENP Conflicts Committee may take the actions described in clauses (iii) and (iiiii) without first entering into of this Section 6.6(b) with respect to a third Person that makes a bona fide unsolicited written Acquisition Proposal that did not result from a knowing and intentional material breach of this Section 6.6(b) (a “Receiving Party”), if (A) the ENP Conflicts Committee, after consultation with its outside legal counsel and financial advisors, determines in good faith that the failure to take such action would be inconsistent with its duties under the ENP Existing Partnership Agreement or applicable Law, and (B) prior to furnishing any such non-public information to such Receiving Party (including any such information pertaining to ENP Subsidiaries in which VNR has an Acceptable equity interest or transactions to which VNR is a party), ENP receives from such Receiving Party an executed Confidentiality Agreement with the intended recipient thereof Agreement. ENP GP and ENP shall as promptly as practicable (but for the avoidance of doubt, the Company shall not be required in all events within 48 hours) provide to enter into an Acceptable Confidentiality Agreement with any Representatives VNR a copy of such intended recipient) Confidentiality Agreement. ENP GP and shall ENP shall, as promptly as practicable (and in any event within twenty48 hours), advise VNR in writing of any request for non-four public information or any Acquisition Proposal received from any third Person, or any inquiry or request for discussions or negotiations with respect to any Acquisition Proposal, and the material terms of such request, Acquisition Proposal or inquiry. ENP GP and ENP shall, as promptly as practicable (24) and in all events within 48 hours) ), provide to VNR copies of any written notice to Parent and Merger Sub materials received by ENP GP, ENP or any of their Subsidiaries or Representations in connection with any of the execution foregoing, and the identity of an Acceptable the Person or group making any such request, Acquisition Proposal or inquiry. (c) ENP GP and ENP shall keep VNR reasonably informed of the status of any material developments regarding any Acquisition Proposal on a reasonably current basis. ENP GP and ENP agree that they and their Subsidiaries will not enter into any Confidentiality Agreement with any Person during that prohibits ENP GP or ENP or any of their Subsidiaries from providing any information to VNR in accordance with this Section 6.6. From and after the Godate hereof, neither ENP GP nor ENP nor any of their Subsidiaries shall grant any waiver, amendment or release under any standstill agreement with any third Person without the prior written consent of VNR. ENP GP and ENP will use commercially reasonable efforts to enforce any such agreement at the request of or on behalf of VNR. (d) Nothing contained in this Agreement shall prevent ENP, ENP GP, the ENP GP Board or the ENP Conflicts Committee from taking and disclosing to the holders of ENP Common Units a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to holders of ENP Common Units) or from making any legally required disclosure to holders of ENP Common Units. Any “stop-Shop Period look-and-listen” communication by ENP, ENP GP, the ENP GP Board, or the ENP Conflicts Committee to the limited partners of ENP pursuant to Rule 14d-9(f) promulgated under the Exchange Act (which notice or any similar communication to the holders of ENP Common Units) shall not be required considered an ENP Change in Recommendation or a failure to identify make, or a withdrawal, modification or change in any manner adverse to VNR of, all or a portion of the Person entering into such Acceptable Confidentiality ENP Recommendation. (e) The ENP Parties acknowledge that the agreements contained in this Section 6.6 are an integral part of the transactions contemplated by this Agreement). No later than twenty-four (24) hours after the No-Shop Period Start Date, and that, without these agreements, the Company VNR Parties would not have entered into this Agreement. Accordingly, (i) if a court of competent jurisdiction finds that the ENP Conflicts Committee knowingly and intentionally breached or took action inconsistent with its duties under the ENP Existing Partnership Agreement or applicable Law, (ii) if there shall provide have been any injunction or other order issued by any court of competent jurisdiction, or other legal restraint or prohibition (in each case based in whole or in part upon the finding described in clause (i)), that would (A) require or permit any of the ENP Parties or any of their Representatives to act or fail to act in a written notice manner that would, in the absence of such injunction, order, legal restraint or prohibition, constitute a violation of this Section 6.6 or (B) limit the rights of the VNR Parties in any respect under this Section 6.6, and (iii) if the ENP Parties act or fail to Parent and Merger Sub stating whether act in a manner that would, in the Company Board has determined absence of such injunction, order, legal restraint or prohibition, constitute a violation of this Section 6.6 that any Person submitting an Acquisition Proposal prior would permit VNR to terminate this Agreement pursuant to Section 8.1(b)(vi), then VNR shall have the No-Shop Period Start Date is an Excluded Party and identifying each such Excluded Partyright to terminate this Agreement pursuant to Section 8.1(b)(vi) hereof.

Acquisition Proposals; Change in Recommendation. (a) Go-Shop Period. During the period beginning on the date of this Agreement and continuing until 12:01 a.m. (New York City time) on the thirtieth (30th) day after the date of this Agreement (the “No-Shop Period Start Date” and the period starting from the date of this Agreement until the No-Shop Period Start Date, the “Go-Shop Period”), the Company and its Subsidiaries and their respective Representatives shall have the right to: (i) initiate, solicit or knowingly facilitate or encourage any inquiry or the making of any proposal or offer that constitutes or would be reasonably be expected to lead to an Acquisition Proposal, including by providing information, whether orally or in writing (including non-public information and data) regarding the business, properties, assets, books, records and personnel None of the Company and its Subsidiaries shall, and they shall use their commercially reasonable best efforts to cause their Representatives not to, directly or indirectly, (i) initiate, solicit, facilitate or encourage the submission of any Acquisition Proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, any Acquisition Proposal or (iii) waive any “standstill” agreement. Notwithstanding the foregoing, but subject to the limitations in Section 6.7(b), nothing contained in this Agreement shall prohibit the Company from furnishing any information to, or entering into or participating in discussions or negotiations with, any Person that makes an unsolicited written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 6.7 (a “Receiving Party”), if (i) the Company Board, after consultation with its outside legal counsel and financial advisors, determines in good faith (A) that such Acquisition Proposal constitutes or is likely to result in a Superior Proposal, and (B) that failure to take such action would be inconsistent with its fiduciary duties under applicable Law and (ii) prior to furnishing any such non-public information to such Receiving Party, the Company receives from such Person (or has received from such Person) Receiving Party an executed Acceptable Confidentiality Agreement; provided, that the . (b) The Company shall promptly (and in any event within twenty-four (24) hours) provide or make available to Parent and Merger Sub the Partners Entities any material non-public information concerning the Company or any of its Subsidiaries that is provided or made available to any Person given such access that Receiving Party pursuant to this Section 6.7 which was not previously provided or made available to Parent the Partners Entities substantially concurrently with the time such information is provided to the Receiving Party. (c) Except as otherwise provided in this Section 6.7(c), the Company Board shall not (1) (a) withdraw, modify or Merger Subqualify in any manner adverse to Partners the Company Recommendation or (b) publicly approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal (any action described in this clause (1) being referred to as a “Company Change in Recommendation”); and or (2) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, or allow the Company or any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar contract or any tender or exchange offer providing for, with respect to, or in connection with, any Acquisition Proposal. Notwithstanding the foregoing, at any time prior to obtaining the Company Stockholder Approval, the Company Board may (x) make a Company Change in Recommendation and (y) with respect to a Superior Proposal, terminate this Agreement pursuant to Section 8.1(d) to enter into an agreement relating to a Superior Proposal, as applicable, if it has concluded in good faith, after consultation with its outside legal counsel and financial advisors, that failure to make a Company Change in Recommendation and terminate this Agreement, as applicable, would constitute or would be reasonably likely to constitute a violation of its fiduciary duties to the Stockholders under applicable Law; provided, however, that the Company Board shall not be entitled to exercise its right to (x) make a Company Change in Recommendation pursuant to this sentence or (y) terminate this Agreement pursuant to Section 8.1(d) to enter into an agreement relating to a Superior Proposal, as applicable, unless the Company and its Subsidiaries has: (i) complied in all material respects with this Section 6.7, (ii) engage inprovided to the Partners Entities and the Partners Conflicts Committee three (3) Business Days prior written notice (such notice, enter intoa “Notice of Proposed Recommendation Change”) advising the Partners Entities that the Company Board intends to take such action and specifying the reasons therefor in reasonable detail, continue including, if applicable, the terms and conditions of any Superior Proposal that is the basis of the proposed action and the identity of the Person making the proposal and contemporaneously providing a copy of all relevant proposed transaction documents for such Superior Proposal (it being understood and agreed that any amendment to the terms of any such Superior Proposal shall require a new Notice of Proposed Recommendation Change and an additional three (3) Business Day period), (iii) during such period, the Company and its Representatives shall negotiate in good faith with the Partners Entities and its Representatives (to the extent that Partners wishes to negotiate) to amend this Agreement so as to enable the Company Board and/or the Company Independent Directors’ Committee to proceed with the transactions contemplated hereby and/or the Company Recommendation and at the end of such period maintain the Company Recommendation (after taking into account any agreed modification to the terms of this Agreement), in each case as applicable, and (iv) if applicable, provide to the Partners Entities all materials and information delivered or otherwise participate made available to the Person or group of Persons making any Superior Proposal in connection with such Superior Proposal (to the extent not previously provided). Any Company Change in Recommendation shall not change the approval of this Agreement or any other approval of the Company Board, including in any discussions respect that would have the effect of causing any Takeover Law to be applicable to the transactions contemplated hereby or negotiations withthereby, or otherwise cooperate withincluding the Merger. Notwithstanding any provision in this Agreement to the contrary, assistthe Partners Entities shall maintain, participate inand cause its Representatives to maintain, facilitate or encourage efforts by, any Persons or groups the confidentiality of Persons (or Representatives of Persons) that have made, are seeking to make, have informed all information received from the Company pursuant to this Section 6.7, subject to the exceptions contained in the NDA. (d) In addition to the obligations of an intention to make, or have publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; provided, that during the Go-Shop PeriodCompany set forth in this Section 6.7, the Company shall not disclose any material non-public information regarding the Company pursuant to the foregoing clauses (i) and (ii) without first entering into an Acceptable Confidentiality Agreement with the intended recipient thereof (but for the avoidance of doubt, the Company shall not be required to enter into an Acceptable Confidentiality Agreement with any Representatives of such intended recipient) and shall as promptly as practicable (and in any event within twenty-four 24 hours after receipt) advise the Partners Entities orally and in writing of any Acquisition Proposal and the material terms and conditions of any such Acquisition Proposal (24including any changes thereto) hours) provide written notice to Parent and Merger Sub the identity of the execution Person making any such Acquisition Proposal. The Company shall keep the Partners Entities informed on a reasonably current basis of material developments with respect to any such Acquisition Proposal. (e) Nothing contained in this Agreement shall prevent the Company or the Company Board from taking and disclosing to the Stockholders a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to limited partners), if then applicable to the Company with respect to an Acceptable Confidentiality Agreement applicable transaction or from making any legally required disclosure to stockholders. Any “stop-look-and-listen” communication by the Company or the Company Board to the Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any similar communication to the Stockholders), if then applicable to the Company, with any Person during the Go-Shop Period (which notice respect to an applicable transaction shall not be required considered a failure to identify make, or a withdrawal, modification or change in any manner adverse to the Person entering into such Acceptable Confidentiality Partners Entities of, all or a portion of the Company Recommendation. (f) The Company acknowledges that the agreements contained in this Section 6.7 are an integral part of the transactions contemplated by this Agreement). No later than twenty-four (24) hours after the No-Shop Period Start Date, and that, without these agreements, the Company Partners Entities would not have entered into this Agreement. Accordingly, if there shall provide have been any permanent injunction, other order issued by any court of competent jurisdiction or other legal restraint or prohibition, that (i) would require or permit the Company, any of its Subsidiaries or any of their respective Representatives to act or fail to act in a written notice manner that would, in the absence of such order, injunction or other order, legal restraint or prohibition, constitute a material violation of clause (a) of Section 6.7 or (ii) limits the rights of the Partners Entities in any material respect under this Section 6.7, Partners shall have the right to Parent and Merger Sub stating whether the Company Board has determined that any Person submitting an Acquisition Proposal prior terminate this Agreement pursuant to the No-Shop Period Start Date is an Excluded Party and identifying each such Excluded PartySection 8.1 hereof.

Acquisition Proposals; Change in Recommendation. (a) Go-Shop Period. During the period beginning Commencing on the date of this Agreement and continuing until 12:01 a.m. sixty-first (New York City time61st) on the thirtieth (30th) calendar day after the date Proxy Statement is first filed with the SEC, none of this Agreement (the “No-Shop Period Start Date” and the period starting from the date of this Agreement until the No-Shop Period Start DateHoldings GP, the “Go-Shop Period”), the Company Holdings and its Subsidiaries shall, and they shall use their respective commercially reasonable best efforts to cause their Representatives shall have the right not to: , directly or indirectly, (i) knowingly initiate, solicit or knowingly facilitate or encourage any inquiry or the making submission of any proposal or offer that constitutes or would be reasonably be expected to lead to an Acquisition Proposal, including by providing informationor (ii) participate in any discussions or negotiations regarding, whether orally or in writing (including furnish to any person any non-public information with respect to, any Acquisition Proposal. Notwithstanding the foregoing, but subject to the limitations in Section 6.6(b), nothing contained in this Agreement shall prohibit Holdings GP, Holdings, their Subsidiaries or any of their Representatives from furnishing any information to, including information pertaining to Inergy, or entering into or participating in discussions or negotiations with, any person that makes a solicited (prior to the 61st calendar day after the Proxy Statement is first filed with the SEC) or an unsolicited written Acquisition Proposal that did not result from a knowing and dataintentional breach of this Section 6.6 (a “Receiving Party”), if (i) regarding the businessHoldings GP Board, propertiesafter consultation with its outside legal counsel and financial advisors, assetsdetermines in good faith (A) that such Acquisition Proposal constitutes or is likely to result in a Superior Proposal, booksand (B) that failure to take such action would be inconsistent with its fiduciary duties under the Holdings Partnership Agreement and applicable Law and (ii) prior to furnishing any such non-public information to such Receiving Party, records Holdings receives from such Receiving Party an executed Confidentiality Agreement, provided, however, that if Holdings receives an Acquisition Proposal that includes an Inergy Acquisition Proposal, Holdings may, in its discretion, respond to a Receiving Party to indicate that Holdings cannot entertain an Acquisition Proposal that includes an Inergy Acquisition Proposal. (b) Holdings may provide any Receiving Party with any non-public information or data pertaining to Inergy (the “Inergy Non-Public Information”) only if Holdings has not knowingly and personnel intentionally breached this Section 6.6 and then only if (i) the Holdings GP Board determines in good faith, after consultation with its outside legal counsel and financial advisors that the provision of such Inergy Non-Public Information to the Receiving Party could possibly lead to a Holdings Change in Recommendation and (ii) Holdings shall have first (A) required the Receiving Party to execute a Confidentiality Agreement, which Confidentiality Agreement shall, to the extent Inergy Non-Public Information is to be furnished to the Receiving Party, expressly provide that Inergy shall be a third party beneficiary of such Confidentiality Agreement with respect to the enforcement thereof in respect of the Company Inergy Non-Public Information to be so furnished, (B) furnished a copy of such Confidentiality Agreement to Inergy and (C) notified Inergy of the identity of such Receiving Party. Holdings shall promptly provide or make available to Inergy any non-public information concerning Holdings or any of its Subsidiaries that is provided or made available to any Receiving Party pursuant to this Section 6.6 which was not previously provided or made available to Inergy. Inergy shall provide to Holdings and any Receiving Party that has executed a Confidentiality Agreement any Inergy Non-Public Information that Holdings reasonably requests in exercising its rights under this Section 6.6. Holdings shall not provide to any Receiving Party, and Inergy shall not be required to provide to any Receiving Party, in each case pursuant to this Section 6.6, any information pertaining to Inergy where Holdings knows that the provision of such information would (x) jeopardize the attorney-client privilege of the institution in possession or control of such information or (y) contravene any Law or binding agreement entered into prior to the date of the Original Agreement. (c) Except as otherwise provided in this Section 6.6(c), the Holdings GP Board shall not (1) (a) withdraw, modify or qualify in any manner adverse to Inergy the Holdings Recommendation or (b) publicly approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal (any action described in this clause (1) being referred to as a “Holdings Change in Recommendation”); or (2) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, or allow Holdings or any of its Subsidiaries to execute or enter into, any Person letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar contract or any tender or exchange offer providing for, with respect to, or in connection with, any Acquisition Proposal. Notwithstanding the foregoing, at any time prior to obtaining the Holdings Unitholder Approval, the Holdings GP Board may make a Holdings Change in Recommendation if it has concluded in good faith, after consultation with its outside legal counsel and financial advisors, that failure to make a Holdings Change in Recommendation would be inconsistent with its fiduciary duties under the Company receives from such Person (or has received from such Person) an executed Acceptable Confidentiality AgreementHoldings Partnership Agreement and applicable Law; provided, however, that the Company Holdings GP Board shall not be entitled to exercise its right to make a Holdings Change in Recommendation pursuant to this sentence unless Holdings and Holdings GP have: (w) complied in all material respects with this Section 6.6, (x) provided to Inergy and the Inergy Special Committee two (2) Business Days prior written notice (such notice, a “Notice of Proposed Recommendation Change”) advising Inergy that the Holdings GP Board intends to take such action and specifying the reasons therefor in reasonable detail, including, if applicable, the terms and conditions of any Superior Proposal that is the basis of the proposed action and the identity of the Person making the proposal and contemporaneously providing a copy of all relevant proposed transaction documents for such Superior Proposal (it being understood and agreed that any amendment to the terms of any such Superior Proposal shall require a new Notice of Proposed Recommendation Change and an additional two (2) Business Day period), (y) during such two (2) Business Day period, engaged in good faith negotiations with Inergy to amend this Agreement in such a manner that obviates the need for such Holdings Change in Recommendation, which actions include, without limitation, providing such amendment(s) to this Agreement to the Holdings Conflicts Committee for its review and consideration, and (z) if applicable, provided to Inergy all materials and information delivered or made available to the Person or group of persons making any Superior Proposal in connection with such Superior Proposal (to the extent not previously provided). Any Holdings Change in Recommendation shall not change the approval of this Agreement or any other approval of the Holdings GP Board, including in any respect that would have the effect of causing any state (including Delaware) corporate takeover statute or other similar statute to be applicable to the transactions contemplated hereby or thereby, including the Merger. Notwithstanding any provision in this Agreement to the contrary, Inergy and Inergy GP shall maintain, and cause their Representatives to maintain, the confidentiality of all information received from Holdings pursuant to this Section 6.6, subject to the exceptions contained in the Confidentiality Agreement. (d) In addition to the obligations of Holdings set forth in this Section 6.6, Holdings shall as promptly as practicable (and in any event within twenty-four 24 hours after receipt) advise Inergy orally (24such oral advice to be promptly confirmed in writing) hoursof any Acquisition Proposal or any matter giving rise to a Holdings Change in Recommendation and the material terms and conditions of any such Acquisition Proposal or any matter giving rise to a Holdings Change in Recommendation (including any changes thereto) make available to Parent and Merger Sub the identity of the Person making any such Acquisition Proposal. Holdings shall keep Inergy informed on a reasonably current basis of material non-public information concerning the Company or its Subsidiaries that is provided developments with respect to any Person given such access that was not previously made available Acquisition Proposal or any matter giving rise to Parent or Merger Sub; anda Holdings Change in Recommendation. (iie) engage in, enter into, continue Nothing contained in this Agreement shall prevent Holdings or otherwise participate in any discussions or negotiations with, or otherwise cooperate with, assist, participate in, facilitate or encourage efforts by, any Persons or groups the Holdings GP Board from taking and disclosing to the holders of Persons Common Units a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or Representatives any similar communication to limited partners) or from making any legally required disclosure to unitholders. Any “stop-look-and-listen” communication by Holdings or the Holdings GP Board to the limited partners of PersonsHoldings pursuant to Rule 14d-9(f) that have made, are seeking promulgated under the Exchange Act (or any similar communication to make, have informed the Company limited partners of an intention Holdings) shall not be considered a failure to make, or have publicly announced an intention to makea withdrawal, any proposal that constitutes, modification or would reasonably be expected to lead to, an Acquisition Proposal; provided, that during the Go-Shop Period, the Company shall not disclose any material non-public information regarding the Company pursuant to the foregoing clauses (i) and (ii) without first entering into an Acceptable Confidentiality Agreement with the intended recipient thereof (but for the avoidance of doubt, the Company shall not be required to enter into an Acceptable Confidentiality Agreement with any Representatives of such intended recipient) and shall promptly (and change in any event within twenty-four (24) hours) provide written notice manner adverse to Parent and Merger Sub Inergy of, all or a portion of the execution of an Acceptable Confidentiality Agreement with any Person during the Go-Shop Period (which notice shall not be required to identify the Person entering into such Acceptable Confidentiality Agreement). No later than twenty-four (24) hours after the No-Shop Period Start Date, the Company shall provide a written notice to Parent and Merger Sub stating whether the Company Board has determined that any Person submitting an Acquisition Proposal prior to the No-Shop Period Start Date is an Excluded Party and identifying each such Excluded PartyHoldings Recommendation.

Acquisition Proposals; Change in Recommendation. (a) Go7.13.1 Except as expressly permitted by this Section 7.13, during the Pre-Shop Closing Period. During the period beginning on the date of this Agreement and continuing until 12:01 a.m. (New York City time) on the thirtieth (30th) day after the date of this Agreement (the “No-Shop Period Start Date” and the period starting from the date of this Agreement until the No-Shop Period Start Date, the “Go-Shop Period”)Sellers shall not, the Company and its Subsidiaries and shall use their reasonable best efforts to cause their respective Affiliates and Representatives shall have the right not to: , directly or indirectly, (i) initiate, solicit or knowingly encourage or knowingly facilitate or encourage any inquiry or the making of any Acquisition Proposal or any inquiry, proposal or offer request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 7.13, engage in, continue or otherwise participate in negotiations or discussions with, or furnish any non-public information (or access thereto) concerning the Sellers or any of their respective Affiliates to, any Third Party in connection with, or for the purpose of encouraging or facilitating, an Acquisition Proposal, (iii) recommend, approve, authorize or enter into any letter of intent, memorandum of understanding, acquisition agreement, agreement in principle or similar agreement with respect to an Acquisition Proposal, other than an Acceptable Confidentiality Agreement (an “Alternative Acquisition Agreement”) or (iv) approve, authorize or agree to do any of the foregoing. Promptly following the execution of this Agreement, the Sellers shall, and shall direct their respective Representatives to, cease and cause to be terminated any solicitation and any and all existing activities, discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal. In furtherance of the foregoing, promptly following the execution and delivery of this Agreement, the Sellers will (i) request that each Third Party and its representatives that has, prior to the execution and delivery of this Agreement, executed a confidentiality agreement in connection with such Person’s consideration of making an Acquisition Proposal, to promptly return or destroy all non-public information related to the Properties furnished to such Person by or on behalf of the Sellers or any of their respective Affiliates prior to the date of this Agreement and (ii) immediately terminate all physical and electronic data room access for such Persons and their representatives to diligence or other information regarding the Properties. The Sellers shall not modify, amend, or terminate, or waive, release or assign, any provisions of, any confidentiality or standstill agreement (or any similar agreement) to which the Sellers or any of their respective Affiliates is a party relating to any such Acquisition Proposal and shall enforce the provisions of any such agreement; provided, however, that the Trust shall be permitted on a confidential basis to release or waive any explicit or implicit standstill obligations solely to the extent necessary to permit the party referred to therein to submit an Acquisition Proposal to the Board of Trustees of the Trust on a confidential basis. The Trust shall provide written notice to Purchaser of waiver or release of any standstill by the Trust, including disclosure of the identities of the parties thereto and circumstances relating thereto. For the avoidance of doubt and notwithstanding anything to the contrary contained in this Agreement, in no event shall (x) any Third Party or its representatives be required to return or destroy any non-public information related to the properties of the Trust (other than the Properties) or the Trust as a whole to the extent that such Third Party is considering or pursuing a strategic transaction in respect of such properties of the Trust (other than the Properties) and (y) the Trust or any other Person be required to terminate all physical and electronic data room access for any Third Party or its representatives to diligence or other information regarding the properties of the Trust (other than the Properties). 7.13.2 Notwithstanding anything to the contrary contained in this Agreement, if prior to obtaining the Trust Shareholder Approval, the Trust receives a bona fide written Acquisition Proposal (which Acquisition Proposal was made after the date of this Agreement and did not result from a breach of this Section 7.13), and the Trust Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal, then the Trust and its Representatives may: (i) furnish any information with respect to the Trust and its subsidiaries and access thereto to any Third Party making such Acquisition Proposal; provided that (A) prior to furnishing any such information, the Trust receives from such Third Party an executed Acceptable Confidentiality Agreement and (B) any such non-public information so furnished has been previously provided or otherwise made available (including through the Data Site) to Purchaser or is provided or otherwise made available (including through the Data Site) to Purchaser concurrently with it being so furnished to such Third Party or (ii) participate or engage in negotiations or discussions with the Third Party making such Acquisition Proposal and its Representatives regarding such Acquisition Proposal. 7.13.3 Except as set forth in this Section 7.13, neither the Trust Board nor any committee thereof shall (a)(i) withhold or withdraw (or modify, amend or qualify in a manner adverse to Purchaser), or propose publicly to withhold or withdraw (or modify, amend or qualify in a manner adverse to Purchaser), the Trust Board Recommendation, (ii) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Acquisition Proposal, or (iii) fail to include the Trust Board Recommendation in the Proxy Statement when disseminated to the Trust Shareholders (any such action being referred to as a “Change in Recommendation”) or (b) cause or permit the Trust to enter into any Alternative Acquisition Agreement. 7.13.4 Notwithstanding anything to the contrary contained in this Agreement, at any time prior to obtaining the Trust Shareholder Approval, if, in response to a bona fide written Acquisition Proposal made after the date of this Agreement and not withdrawn, the Trust Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) the failure to take an action set forth in clause (x) or (y) would reasonably be expected to be inconsistent with its fiduciary duties under applicable law, then the Trust Board may (x) make a Change in Recommendation or (y) terminate this Agreement pursuant to Section 9.1.5 in order to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; provided that in either such case (A) the Trust shall have provided to Purchaser four (4) Business Days’ prior written notice (the “Superior Proposal Notice”) (which notice shall not constitute a Change in Recommendation) advising the Purchaser that the Trust intends to take such action (and specifying, in reasonable detail, the material terms and conditions of any such Superior Proposal) and providing Purchaser with a copy of the most current version of the Alternative Acquisition Agreement and any other documents containing the material terms of such Superior Proposal (provided that the Purchaser shall be required to keep all such documents and their terms confidential in accordance with the terms of the Confidentiality Agreement), and (B): (1) during such four (4) Business Day period, if requested by Purchaser, the Trust Board and its Representatives shall negotiate in good faith with Purchaser regarding changes to the terms of this Agreement and any other proposals made by Purchaser intended by Purchaser to cause such Acquisition Proposal to no longer constitute a Superior Proposal; and (2) the Trust Board shall have considered in good faith any and all adjustments to this Agreement (including any change to the price terms hereof) and any other agreements that may be proposed in writing by Purchaser (the “Proposed Changed Terms”) no later than 5:00 p.m., New York City time, on the fourth (4th) Business Day of such four (4) Business Day period and shall have determined in good faith (after consultation with its outside legal counsel and financial advisors) that (x) such Acquisition Proposal would continue to constitute a Superior Proposal if such Proposed Changed Terms were to be given effect, and (y) the failure to make the Change in Recommendation or terminate this Agreement pursuant to Section 9.1.5 would reasonably be expected to be inconsistent with the Trust Board’s fiduciary duties under applicable law. For the avoidance of doubt, any material revisions to an Acquisition Proposal subject to the terms of this Section 7.13.4 shall constitute a new Acquisition Proposal and shall in each case require the Trust to deliver to Purchaser a new Superior Proposal Notice, except that the references to four (4) Business Days in this Section 7.13.4 shall be deemed to be two (2) Business Days, and the provisions of this Section 7.13.4 shall otherwise apply as modified thereby. 7.13.5 Notwithstanding anything to the contrary contained in this Agreement, at any time prior to obtaining the Trust Shareholder Approval, the Trust Board may make a Change in Recommendation in response to an Intervening Event if (i) the Trust Board determines in good faith, after consultation with its outside legal counsel, that the failure to do so would reasonably be expected to be inconsistent with the Trust Board’s fiduciary duties under applicable law, (ii) (A) the Trust shall have provided Purchaser four (4) Business Days’ prior written notice (which notice shall not constitute a Change in Recommendation) advising Purchaser that the Trust intends to make a Change in Recommendation (and specifying, in reasonable detail, the Intervening Event) (provided that the Purchaser shall be required to keep all such information confidential in accordance with the terms of the Confidentiality Agreement), and (B): (1) during such four (4) Business Day period, if requested by Purchaser, the Trust and its Representatives shall negotiate in good faith with Purchaser regarding any changes to the terms of this Agreement and any other proposals made by Purchaser so that a Change in Recommendation would no longer be necessary; and (2) the Trust Board shall have considered in good faith any and all adjustments to this Agreement (including any change to the price terms hereof) and any other agreements that may be proposed by Purchaser no later than 5:00 p.m., New York City time, on the fourth (4th) Business Day of such four (4) Business Day period and shall have determined in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to make a Change in Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under applicable law. For the avoidance of doubt, in the event of any material change in any event, circumstance, change, development, occurrence or fact relating to such Intervening Event (other than in respect of any revisions proposed or proposals made by Purchaser as referred to above), a new notice shall be required from the Company pursuant to Section 7.13.5(ii), except that the references to four (4) Business Days in this Section 7.13.5 shall be deemed to be two (2) Business Days, and the provisions of this Section 7.13.5 shall otherwise apply to the Intervening Event as modified thereby. 7.13.6 During the Pre-Closing Period, the Trust shall (i) in the event that the Trust receives any Acquisition Proposal or any request for information or inquiry that contemplates or that could reasonably be expected to lead to an Acquisition Proposal, including by providing information, whether orally or in writing (including non-public information and data) regarding the business, properties, assets, books, records and personnel of the Company and its Subsidiaries to any Person if the Company receives from such Person (or has received from such Person) an executed Acceptable Confidentiality Agreement; provided, that the Company shall advise Purchaser as promptly as practicable (and in any event within twenty-four (2448 hours after the receipt thereof) hours) make available to Parent of the receipt of such Acquisition Proposal, request or inquiry, the material terms and Merger Sub any material non-public information concerning conditions thereof and the Company identity of the Person making such Acquisition Proposal, request or its Subsidiaries that is provided to any Person given such access that was not previously made available to Parent or Merger Sub; and inquiry, (ii) engage inprovide to Purchaser copies of such Acquisition Proposal and other substantive correspondence relating to such Acquisition Proposal, enter intorequest or inquiry made in writing, continue and (iii) thereafter, keep Purchaser reasonably informed on a reasonably current basis regarding the status, material details and material terms of any such Acquisition Proposal and any discussions and negotiations concerning the material terms and conditions thereof, including unredacted copies of any proposed Alternative Acquisition Agreements and any other writings or otherwise participate media (whether or not electronic) containing any material terms or conditions of any Acquisition Proposal. 7.13.7 Nothing contained in this Agreement or the Confidentiality Agreement shall prohibit the Trust or the Trust Board, directly or indirectly through their respective Representatives, from (i) taking and disclosing to the Trust Shareholders any position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-A promulgated under the Exchange Act, (ii) making any “stop, look and listen” communication to the Trust Shareholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any disclosure to the Trust Shareholders that the Trust has determined in good faith (after consultation with its outside legal counsel) is required by applicable law; provided that this Section 7.13.7 shall not be deemed to permit the Trust Board to make a Change in Recommendation except to the extent permitted by Sections 7.13.3 - 7.13.5; provided, further, that nothing in this Section 7.13 shall prohibit the Trust from contacting and engaging in any discussions or negotiations with, or otherwise cooperate with, assist, participate in, facilitate or encourage efforts by, any Persons or groups of Persons (or Representatives of Persons) that have made, are seeking to make, have informed the Company of an intention to make, or have publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; provided, that during the Go-Shop Period, the Company shall not disclose any material non-public information regarding the Company pursuant to the foregoing clauses (i) and (ii) without first entering into an Acceptable Confidentiality Agreement with the intended recipient thereof (but for the avoidance of doubt, the Company shall not be required to enter into an Acceptable Confidentiality Agreement with any Representatives of such intended recipient) and shall promptly (and in any event within twenty-four (24) hours) provide written notice to Parent and Merger Sub of the execution of an Acceptable Confidentiality Agreement with any Person during the Go-Shop Period (which notice shall not be required to identify the Person entering into such Acceptable Confidentiality Agreement). No later than twenty-four (24) hours after the No-Shop Period Start Date, the Company shall provide a written notice to Parent and Merger Sub stating whether the Company Board or group or their respective Representatives who has determined that any Person submitting made an Acquisition Proposal prior solely for the purpose of (x) clarifying such Acquisition Proposal and the terms thereof or (y) determining whether such Person intends to provide any documents (or additional documents) containing the No-Shop Period Start Date is an Excluded Party terms and identifying each conditions of such Excluded PartyAcquisition Proposal.

Acquisition Proposals; Change in Recommendation. (a) GoNone of Holdings GP, Holdings and its Subsidiaries shall, and they shall use their commercially reasonable best efforts to cause their Representatives not to, directly or indirectly, (i) knowingly initiate, solicit or encourage the submission of any Acquisition Proposal, or (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-Shop Periodpublic information with respect to, any Acquisition Proposal. During Notwithstanding the period beginning on foregoing, but subject to the limitations in Section 6.7(b), nothing contained in this Agreement shall prohibit Holdings and Holdings GP from furnishing any information to, including information pertaining to Partners or its Subsidiaries, or entering into or participating in discussions or negotiations with, any person that makes an unsolicited written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 6.7 (a “Receiving Party”), if (i) the Holdings GP Board, after consultation with its outside legal counsel and financial advisors, determines in good faith (A) that such Acquisition Proposal constitutes or is likely to result in a Superior Proposal, and (B) that failure to take such action would be inconsistent with its fiduciary duties under the Holdings Partnership Agreement and applicable Law and (ii) prior to furnishing any such non-public information to such Receiving Party, Holdings receives from such Receiving Party an executed Confidentiality Agreement, provided, however, that if Holdings receives an Acquisition Proposal that includes a Partners Acquisition Proposal, Holdings may, in its discretion, respond to a Receiving Party to indicate that Holdings cannot entertain an Acquisition Proposal that includes a Partners Acquisition Proposal. (b) Holdings may provide any Receiving Party with any non-public information or data pertaining to Partners (the “Partners Non-Public Information”) only if Holdings has not knowingly and intentionally breached this Section 6.7 and then only if (i) the Holdings GP Board determines in good faith, after consultation with its outside legal counsel and financial advisors that the provision of such Partners Non-Public Information to the Receiving Party could possibly lead to a Holdings Change in Recommendation and (ii) Holdings shall have first (A) required the Receiving Party to execute a Confidentiality Agreement, (B) furnished a copy of such Confidentiality Agreement to Partners and (C) notified Partners of the identity of such Receiving Party. Holdings shall promptly provide or make available to Partners any non-public information concerning Holdings or any of its Subsidiaries that is provided or made available to any Receiving Party pursuant to this Section 6.7 which was not previously provided or made available to Partners. Partners shall provide to Holdings and any Receiving Party that has executed a Confidentiality Agreement any Partners Non-Public Information that Holdings reasonably requests in exercising its rights under this Section 6.7. Holdings shall not provide to any Receiving Party, and Partners shall not be required to provide to any Receiving Party, in each case pursuant to this Section 6.7, any information pertaining to Partners where Holdings knows that the provision of such information would (x) jeopardize the attorney-client privilege of the institution in possession or control of such information or (y) contravene any Law or binding agreement entered into prior to the date of this Agreement. (c) Except as otherwise provided in this Section 6.7(c), the Holdings GP Board shall not (1) (a) withdraw, modify or qualify in any manner adverse to Partners the Holdings Recommendation or (b) publicly approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal (any action described in this clause (1) being referred to as a “Holdings Change in Recommendation”); or (2) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, or allow Holdings or any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar contract or any tender or exchange offer providing for, with respect to, or in connection with, any Acquisition Proposal. Notwithstanding the foregoing, at any time prior to obtaining the Holdings Unitholder Approval, the Holdings GP Board may make a Holdings Change in Recommendation if it has concluded in good faith, after consultation with its outside legal counsel and financial advisors, that failure to make a Holdings Change in Recommendation would be inconsistent with its fiduciary duties under the Holdings Partnership Agreement and continuing until 12:01 a.m. applicable Law; provided, however, that the Holdings GP Board shall not be entitled to exercise its right to make a Holdings Change in Recommendation pursuant to this sentence unless Holdings and Holdings GP have: (New York City timei) on complied in all material respects with this Section 6.7, (ii) provided to Partners and the thirtieth Partners Conflicts Committee two (30th2) day Business Days prior written notice (such notice, a “Notice of Proposed Recommendation Change”) advising Partners that the Holdings GP Board intends to take such action and specifying the reasons therefor in reasonable detail, including, if applicable, the terms and conditions of any Superior Proposal that is the basis of the proposed action and the identity of the Person making the proposal and contemporaneously providing a copy of all relevant proposed transaction documents for such Superior Proposal (it being understood and agreed that any amendment to the terms of any such Superior Proposal shall require a new Notice of Proposed Recommendation Change and an additional two (2) Business Day period), (iii) during such period, Holdings and its Representatives shall negotiate in good faith with Partners and its Representatives to amend this Agreement so as to enable the Holdings GP Board and/or the Holdings Conflicts Committee to proceed with the Holdings Recommendation and at the end of such period, maintain the Holdings Recommendation (after taking into account any agreed modification to the date terms of this Agreement), and (iv) if applicable, provided to Partners all materials and information delivered or made available to the Person or group of persons making any Superior Proposal in connection with such Superior Proposal (to the extent not previously provided). Any Holdings Change in Recommendation shall not change the approval of this Agreement (or any other approval of the “No-Shop Period Start Date” and Holdings GP Board, including in any respect that would have the period starting from effect of causing any Takeover Law to be applicable to the date of transactions contemplated hereby or thereby, including the Merger. Notwithstanding any provision in this Agreement until to the No-Shop Period Start Datecontrary, Partners and Partners GP shall maintain, and cause their Representatives to maintain, the “Go-Shop Period”)confidentiality of all information received from Holdings pursuant to this Section 6.7, subject to the Company and its Subsidiaries and their respective Representatives shall have exceptions contained in the right to:Confidentiality Agreement. (id) initiateIn addition to the obligations of Holdings set forth in this Section 6.7, solicit or knowingly facilitate or encourage any inquiry or the making of any proposal or offer that constitutes or would be reasonably be expected to lead to an Acquisition Proposal, including by providing information, whether orally or in writing (including non-public information and data) regarding the business, properties, assets, books, records and personnel of the Company and its Subsidiaries to any Person if the Company receives from such Person (or has received from such Person) an executed Acceptable Confidentiality Agreement; provided, that the Company Holdings shall as promptly as practicable (and in any event within twenty-four 24 hours after receipt) advise Partners orally and in writing of any Acquisition Proposal and the material terms and conditions of any such Acquisition Proposal (24including any changes thereto) hours) make available to Parent and Merger Sub the identity of the Person making any such Acquisition Proposal. Holdings shall keep Partners informed on a reasonably current basis of material non-public information concerning the Company or its Subsidiaries that is provided developments with respect to any Person given such access that was not previously made available to Parent or Merger Sub; andAcquisition Proposal. (iie) engage in, enter into, continue Nothing contained in this Agreement shall prevent Holdings or otherwise participate in any discussions or negotiations with, or otherwise cooperate with, assist, participate in, facilitate or encourage efforts by, any Persons or groups the Holdings GP Board from taking and disclosing to the holders of Persons Holdings Common Units a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or Representatives any similar communication to limited partners) or from making any legally required disclosure to unitholders. Any “stop-look-and-listen” communication by Holdings or the Holdings GP Board to the limited partners of PersonsHoldings pursuant to Rule 14d-9(f) that have made, are seeking promulgated under the Exchange Act (or any similar communication to make, have informed the Company limited partners of an intention Holdings) shall not be considered a failure to make, or have publicly announced an intention to makea withdrawal, any proposal that constitutes, modification or would reasonably be expected to lead to, an Acquisition Proposal; provided, that during the Go-Shop Period, the Company shall not disclose any material non-public information regarding the Company pursuant to the foregoing clauses (i) and (ii) without first entering into an Acceptable Confidentiality Agreement with the intended recipient thereof (but for the avoidance of doubt, the Company shall not be required to enter into an Acceptable Confidentiality Agreement with any Representatives of such intended recipient) and shall promptly (and change in any event within twenty-four (24) hours) provide written notice manner adverse to Parent and Merger Sub Partners of, all or a portion of the execution of an Acceptable Confidentiality Agreement with any Person during the Go-Shop Period (which notice shall not be required to identify the Person entering into such Acceptable Confidentiality Agreement). No later than twenty-four (24) hours after the No-Shop Period Start Date, the Company shall provide a written notice to Parent and Merger Sub stating whether the Company Board has determined that any Person submitting an Acquisition Proposal prior to the No-Shop Period Start Date is an Excluded Party and identifying each such Excluded PartyHoldings Recommendation.

Acquisition Proposals; Change in Recommendation. (a) Go-Shop Period. During the period beginning on the date of this Agreement From and continuing until 12:01 a.m. (New York City time) on the thirtieth (30th) day after the date of this Agreement (the “No-Shop Period Start Date” and the period starting from the date of this Agreement until the Noearlier of the Closing Date or the termination of this Agreement in accordance with Article VIII, Alberto-Shop Period Start DateCulver shall not, the “Go-Shop Period”), the Company and nor shall it permit any of its Subsidiaries and to, nor shall it or its Subsidiaries authorize or permit any of their respective Representatives shall have the right officers, directors, employees, representatives or agents to: , directly or indirectly, (iA) initiatesolicit, solicit initiate or knowingly facilitate or encourage (including by way of furnishing non-public information) any inquiry inquiries regarding, or the making of any offer or proposal or offer that which constitutes or would be reasonably be expected to lead to an Acquisition Proposal, including by providing information, whether orally or in writing (including non-public information and data) regarding the business, properties, assets, books, records and personnel of the Company and its Subsidiaries to any Person if the Company receives from such Person (or has received from such Person) an executed Acceptable Confidentiality Agreement; provided, that the Company shall promptly (and in any event within twenty-four (24) hours) make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to Parent or Merger Sub; and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or otherwise cooperate with, assist, participate in, facilitate or encourage efforts by, any Persons or groups of Persons (or Representatives of Persons) that have made, are seeking to make, have informed the Company of an intention to make, or have publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, any Alberto-Culver Acquisition Proposal, (B) enter into any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement, or other agreement related to any Alberto-Culver Acquisition Proposal (each, an “Alberto-Culver Acquisition Agreement”) or (C) participate in any discussions or negotiations regarding, or take any other action knowingly to facilitate any inquiries or the making of any offer or proposal that constitutes, or that would reasonably be expected to lead to, any Alberto-Culver Acquisition Proposal; provided, however, that during if, at any time prior to the Goreceipt of the Alberto-Shop PeriodCulver Transaction Approval, and without any breach of the Company shall not disclose terms of this Section 6.5(a), Alberto-Culver receives an unsolicited bona fide written Alberto-Culver Acquisition Proposal from any material Person that in the good faith judgment of Alberto-Culver’s Board of Directors constitutes, or is reasonably likely to lead to, a Superior Alberto-Culver Proposal, Alberto-Culver may (x) furnish information (including non-public information regarding the Company information) with respect to Alberto-Culver and its Subsidiaries to any such Person pursuant to a confidentiality agreement containing terms no less restrictive on such Person than those in the foregoing Confidentiality Agreement are to Investor and (y) participate in negotiations with such Person regarding such Alberto-Culver Acquisition Proposal. (b) For purposes of this Agreement, “Alberto-Culver Acquisition Proposal” means any inquiry, proposal or offer from any Person with respect to (A) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, liquidation, dissolution or similar transaction involving Alberto-Culver or any of its Subsidiaries that, if consummated, would result in any Person (or the stockholders of such Person in the aggregate) beneficially owning securities representing 25% or more of the total voting power of Alberto-Culver then outstanding, (B) any direct or indirect purchase or sale, lease, exchange, transfer or other disposition of 20% or more of the consolidated assets (including stock of Alberto-Culver’s Subsidiaries) of Alberto-Culver and its Subsidiaries, taken as a whole, or (C) any direct or indirect purchase or sale of, or tender or exchange offer for, or similar transaction with respect to, the equity securities of Alberto-Culver that, if consummated, would result in any Person (or the stockholders of such Person in the aggregate) beneficially owning securities representing 25% or more of the total voting power of Alberto-Culver (or of the surviving parent entity in such transaction) then outstanding, including in the case of each of clauses (iA) and through (ii) without first entering into C), any single or multi-step transaction or series of related transactions (other than an Acceptable Confidentiality Agreement with the intended recipient thereof (but for the avoidance of doubtinquiry, the Company shall not be required to enter into an Acceptable Confidentiality Agreement with any Representatives of such intended recipient) and shall promptly (and in any event within twenty-four (24) hours) provide written notice to Parent and Merger Sub of the execution of an Acceptable Confidentiality Agreement with any Person during the Go-Shop Period (which notice shall not be required to identify the Person entering into such Acceptable Confidentiality Agreementproposal or offer made by Investor or a Subsidiary thereof). No later than twenty-four (24) hours after the No-Shop Period Start Date, the Company shall provide a written notice to Parent and Merger Sub stating whether the Company Board has determined that any Person submitting an Acquisition Proposal prior to the No-Shop Period Start Date is an Excluded Party and identifying each such Excluded Party.

Acquisition Proposals; Change in Recommendation. (a) Go-Shop Period. During the period beginning on the date None of this Agreement and continuing until 12:01 a.m. (New York City time) on the thirtieth (30th) day after the date of this Agreement (the “No-Shop Period Start Date” and the period starting from the date of this Agreement until the No-Shop Period Start DateMidstream GP, the “Go-Shop Period”), the Company Midstream and its Subsidiaries shall, and they shall use their respective commercially reasonable efforts to cause their Representatives shall have the right not to: , directly or indirectly, (i) knowingly initiate, solicit or knowingly facilitate or encourage any inquiry or the making submission of any proposal or offer that constitutes or would be reasonably be expected to lead to an Acquisition Proposal, including by providing informationor (ii) participate in any discussions or negotiations regarding, whether orally or in writing (including furnish to any person any non-public information with respect to, any Acquisition Proposal. Notwithstanding the foregoing, but subject to the limitations in Section 6.7(b), nothing contained in this Agreement shall prohibit Midstream and dataMidstream GP from furnishing any information to, including information pertaining to CEQP or its Subsidiaries, or entering into or participating in discussions or negotiations with, any person that makes an unsolicited written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 6.7 (a “Receiving Party”), if (i) regarding the businessMidstream GP Board, propertiesafter consultation with its outside legal counsel and financial advisors, assetsdetermines in good faith (A) that such Acquisition Proposal constitutes or is likely to result in a Superior Proposal, booksand (B) that failure to take such action would be inconsistent with its fiduciary duties under the Midstream Partnership Agreement and applicable Law and (ii) prior to furnishing any such non-public information to such Receiving Party, records and personnel Midstream receives from such Receiving Party an executed Confidentiality Agreement, provided, however, that if Midstream receives an Acquisition Proposal that includes a CEQP Acquisition Proposal, Midstream may, in its discretion, respond to a Receiving Party to indicate that Midstream cannot entertain an Acquisition Proposal that includes a CEQP Acquisition Proposal. (b) Midstream shall not provide any Receiving Party with any non-public information or data pertaining to CEQP. (c) Except as otherwise provided in this Section 6.7(c), the Midstream GP Board shall not (1) (a) withdraw, modify or qualify in any manner adverse to CEQP the Midstream Recommendation or (b) publicly approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal (any action described in this clause (1) being referred to as a “Midstream Change in Recommendation”); or (2) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, or allow Midstream or any of the Company and its Subsidiaries to execute or enter into, any Person letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar contract or any tender or exchange offer providing for, with respect to, or in connection with, any Acquisition Proposal. Notwithstanding the foregoing, at any time prior to obtaining the Midstream Unitholder Approval, the Midstream GP Board may make a Midstream Change in Recommendation if it has concluded in good faith, after consultation with its outside legal counsel and financial advisors, that failure to make a Midstream Change in Recommendation would be inconsistent with its fiduciary duties under the Company receives from such Person (or has received from such Person) an executed Acceptable Confidentiality AgreementMidstream Partnership Agreement and applicable Law; provided, however, that the Company Midstream GP Board shall not be entitled to exercise its right to make a Midstream Change in Recommendation pursuant to this sentence unless Midstream and Midstream GP have: (i) complied in all material respects with this Section 6.7, (ii) provided to CEQP and the CEQP Conflicts Committee two (2) Business Days prior written notice (such notice, a “Notice of Proposed Recommendation Change”) advising CEQP that the Midstream GP Board intends to take such action and specifying the reasons therefor in reasonable detail, including, if applicable, the terms and conditions of any Superior Proposal that is the basis of the proposed action and the identity of the Person making the proposal and contemporaneously providing a copy of all relevant proposed transaction documents for such Superior Proposal (it being understood and agreed that any amendment to the terms of any such Superior Proposal shall require a new Notice of Proposed Recommendation Change and an additional two (2) Business Day period), (iii) during such period, Midstream and its Representatives shall negotiate in good faith with CEQP and its Representatives to amend this Agreement so as to enable the Midstream GP Board and/or the Midstream Conflicts Committee to proceed with the Midstream Recommendation and at the end of such period, maintain the Midstream Recommendation (after taking into account any agreed modification to the terms of this Agreement), and (iv) if applicable, provided to CEQP all materials and information delivered or made available to the Person or group of persons making any Superior Proposal in connection with such Superior Proposal (to the extent not previously provided). Any Midstream Change in Recommendation shall not change the approval of this Agreement or any other approval of the Midstream GP Board, including in any respect that would have the effect of causing any Takeover Law to be applicable to the transactions contemplated hereby or thereby, including the Merger. Notwithstanding any provision in this Agreement to the contrary, CEQP and Equity GP shall maintain, and cause their Representatives to maintain, the confidentiality of all information received from Midstream pursuant to this Section 6.7, subject to the exceptions contained in the Existing Confidentiality Agreement. (d) In addition to the obligations of Midstream set forth in this Section 6.7, Midstream shall as promptly as practicable (and in any event within twenty-four 24 hours after receipt) advise CEQP orally and in writing of any Acquisition Proposal and the material terms and conditions of any such Acquisition Proposal (24including any changes thereto) hours) make available to Parent and Merger Sub the identity of the Person making any such Acquisition Proposal. Midstream shall keep CEQP informed on a reasonably current basis of material non-public information concerning the Company or its Subsidiaries that is provided developments with respect to any Person given such access that was not previously made available to Parent or Merger Sub; andAcquisition Proposal. (iie) engage inNothing contained in this Agreement shall prevent Midstream or the Midstream GP Board from taking and disclosing to the holders of Midstream Common Units and Midstream Preferred Units a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to limited partners) or from making any legally required disclosure to unitholders. Any “stop-look- and-listen” communication by Midstream or the Midstream GP Board to the limited partners of Midstream pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any similar communication to the limited partners of Midstream) shall not be considered a failure to make, enter intoor a withdrawal, continue modification or otherwise participate change in any manner adverse to CEQP of, all or a portion of the Midstream Recommendation. (f) Nothing in this Agreement is intended or shall be construed to restrict CEQP GP, CEQP or their Representatives from initiating, soliciting or encouraging the submission of any CEQP Acquisition Proposal or participating in any discussions or negotiations withregarding, or otherwise cooperate with, assist, participate in, facilitate or encourage efforts by, furnishing to any Persons or groups of Persons (or Representatives of Persons) that have made, are seeking to make, have informed the Company of an intention to make, or have publicly announced an intention to make, person any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; provided, that during the Go-Shop Period, the Company shall not disclose any material non-public information regarding the Company pursuant with respect to the foregoing clauses (i) and (ii) without first entering into an Acceptable Confidentiality Agreement with the intended recipient thereof (but for the avoidance of doubtany Acquisition Proposal, the Company provided that CEQP shall not be required to enter into an Acceptable Confidentiality Agreement with take any Representatives of such intended recipient) and shall promptly (and in any event within twenty-four (24) hours) provide written notice to Parent and Merger Sub of the execution of an Acceptable Confidentiality Agreement with any Person during the Go-Shop Period (which notice shall not be required actions referred to identify the Person entering into such Acceptable Confidentiality Agreement). No later than twenty-four (24in Section 4.2(d) hours after the No-Shop Period Start Date, the Company shall provide a written notice to Parent and Merger Sub stating whether the Company Board has determined that any Person submitting an Acquisition Proposal prior to the No-Shop Period Start Date is an Excluded Party and identifying each such Excluded Partytermination of this Agreement.

Acquisition Proposals; Change in Recommendation. (a) GoExcept as permitted by this Section 6.02, during the Pre-Shop Closing Period, the Acquired Companies shall not, and shall not authorize their Representatives to, and shall direct their respective Representatives not to, (i) initiate, solicit, facilitate or knowingly encourage the making of any Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.02, engage in, continue or otherwise participate in negotiations or discussions with, or furnish any non-public information (or access thereto) concerning the Company or any of the Company Subsidiaries to, any Third Party in connection with, or for the purpose of facilitating or knowingly encouraging, an Acquisition Proposal, (iii) approve, endorse, recommend, execute or enter into any letter of intent, acquisition agreement, agreement in principle, memorandum of understanding or similar Contract (x) with respect to an Acquisition Proposal (other than an Acceptable Confidentiality Agreement) or (y) an Alternative Acquisition Agreement (as defined below); (iv) approve, authorize or agree to do any of the foregoing; (v) grant access to the properties, books, records or personnel of the Company or the Company Subsidiaries to any Person who the Company has reason to believe is considering making, or has made, an Acquisition Proposal; or (vi) grant any waiver, amendment or release under any standstill or confidentiality agreement. During Promptly following the period beginning execution of this Agreement, and in any event within one (1) Business Day following the date of this Agreement, the Acquired Companies shall, and shall direct their respective Representatives to, (A) cease and cause to be terminated any solicitation of, and any existing discussions or negotiations with any Person conducted heretofore with respect to, any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal and (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Transaction. Notwithstanding anything in this Agreement to the contrary, the Company shall be permitted to grant waivers, amendments and releases of, and not enforce, any standstill, anti-clubbing, anti-lockup or similar provisions, or any restrictions on engaging Representatives or working with potential financing sources (including restrictions on sharing non-public information with respect to the Company or any potential Acquisition Proposal with financing sources) with respect to a potential Acquisition Proposal, but solely to the extent that the Company Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law. (b) Notwithstanding anything to the contrary contained in this Agreement, if prior to obtaining the Written Consent the Company receives a written Acquisition Proposal that the Company Board believes in good faith to be bona fide, and the Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal, then, if the Company did not violate Section 6.02(a) in any material respect with respect such Acquisition Proposal, the Company and their respective Representatives may: (i) furnish any information with respect to the Acquired Companies and access thereto to any Third Party making such Acquisition Proposal (and its Representatives and potential financing sources); provided that (A) prior to furnishing any such information, the Company receives from such Third Party an executed Acceptable Confidentiality Agreement and (B) any such non-public information so furnished has been previously provided or Made Available to Parent or is provided or Made Available to Parent promptly (and in any event no later than forty-eight (48) hours) after it is so furnished to such Third Party or (ii) participate or engage in negotiations or discussions with the Third Party making such Acquisition Proposal and its Representatives and potential financing sources regarding such Acquisition Proposal. (c) Except as set forth in this Section 6.02 (including Sections 6.02(d), (e) and (g)), neither the Company Board nor any committee thereof shall (i) (A) withhold, withdraw (or modify, amend or qualify in a manner adverse to Parent or Merger Sub), or propose publicly to withhold, withdraw (or modify, amend or qualify in a manner adverse to Parent or Merger Sub), the Company Recommendation, (B) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Acquisition Proposal, (C) fail to include the Company Recommendation in the Information Statement when disseminated to the Company’s stockholders, (D) fail to recommend, in a Solicitation/Recommendation Statement on Schedule 14D-9 under the Exchange Act, against any Acquisition Proposal that is a tender offer or exchange offer subject to Regulation 14D promulgated under the Exchange Act within ten Business Days after the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of such tender offer or exchange offer or fail to publicly reaffirm the Company Recommendation within ten (10) Business Days of the occurrence of a material event or development and after Parent so requests in writing provided, the Company Board shall not be required to make a public reaffirmation on more than three (3) occasions, or (E) resolve, agree or publicly propose to do any of the foregoing (any action described in this clause (i) being referred to as a “Change in Recommendation”) or (ii) approve, recommend, declare advisable or enter into any letter of intent, acquisition agreement, agreement in principle, memorandum of understanding or similar Contract with respect to any Acquisition Proposal, other than an Acceptable Confidentiality Agreement (an “Alternative Acquisition Agreement”). (d) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to obtaining the Written Consent, the Company Board or a committee thereof may make a Change in Recommendation in response to an Intervening Event if (i) the Company Board or a committee thereof determines in good faith, after consultation with its outside legal counsel, that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law, and (ii) (A) the Company shall have provided Parent four (4) Business Days’ prior written notice (provided that such notice shall not constitute a Change in Recommendation) advising Parent that the Company Board or a committee thereof intends to make a Change in Recommendation (and specifying, in reasonable detail, the Intervening Event) (provided that Parent shall be required to keep all such information confidential in accordance with the terms of the Confidentiality Agreement), and (B): (i) during such four (4)-Business Day period, if requested by Parent in good faith, the Company and its Representatives shall negotiate with Parent in good faith regarding any changes to the terms of this Agreement and any other proposals made by Parent so that a Change in Recommendation would no longer be necessary; and (ii) following such four (4)-Business Day period, and after considering in good faith any changes or proposals made by Parent, the Company Board or a committee thereof shall have determined in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to make a Change in Recommendation in response to such Intervening Event would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law. In the event of any material change in any event, occurrence or fact relating to such Intervening Event (other than in respect of any revisions proposed or proposals made by Parent as referred to above), a new notice shall be required from the Company pursuant to Section 6.02(d)(ii), except that the references to four (4) Business Days in this Section 6.02(d) shall be deemed to be two (2) Business Days, and the provisions of this Section 6.02(d) shall otherwise apply to the Intervening Event as modified thereby. (e) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to obtaining the Written Consent if the Company receives a written Acquisition Proposal made after the date of this Agreement and continuing until 12:01 a.m. not withdrawn that the Company Board or a committee thereof believes in good faith to be bona fide and the Company Board or a committee thereof determines in good faith (New York City timeafter consultation with its outside legal counsel and financial advisors) on that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) the thirtieth failure to take an action set forth in clause (30thx) day after or (y) would reasonably be expected to be inconsistent with its fiduciary duties under Applicable Law, then (x) the date of Company Board or a committee thereof may make a Change in Recommendation or (y) the Company may terminate this Agreement pursuant to Section 8.01(d)(i) in order to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; provided that in either such case (A) the Company shall have provided to Parent four (4) Business Days’ prior written notice (the “No-Shop Period Start Date” Superior Proposal Notice”) (provided that such notice shall not constitute a Change in Recommendation) advising Parent that the Company intends to take such action (and the period starting from the date of this Agreement until the No-Shop Period Start Datespecifying, in reasonable detail, the “Go-Shop Period”material terms and conditions of any such Superior Proposal), including the identity of the Third Party making such Acquisition Proposal and providing Parent with a copy of the Alternative Acquisition Agreement and any other documents containing the material terms of such Superior Proposal (provided that Parent shall be required to keep all such documents and their terms confidential in accordance with the terms of the Confidentiality Agreement), and (B): (i) during such four (4)-Business Day period, if requested by Parent in good faith, the Company and its Subsidiaries and their respective Representatives shall have negotiate with Parent in good faith regarding changes to the right to:terms of this Agreement and any other proposals made by Parent intended by Parent to cause such Acquisition Proposal to no longer constitute a Superior Proposal; and (iii) initiatefollowing such four (4)-Business Day period, solicit and after considering in good faith any changes or knowingly facilitate proposals made by Parent, the Company Board or encourage any inquiry a committee thereof shall have determined in good faith (after consultation with its outside legal counsel and financial advisors) that (x) such Acquisition Proposal continues to constitute a Superior Proposal, and (y) the failure to make the Change in Recommendation or the making of any proposal or offer that constitutes or terminate this Agreement pursuant to Section 8.01(d)(i) would be reasonably be expected to lead to an Acquisition Proposal, including by providing information, whether orally or in writing (including non-public information and data) regarding the business, properties, assets, books, records and personnel of be inconsistent with the Company Board’s fiduciary obligations under Applicable Law. Any material revisions to such Acquisition Proposal shall constitute a new Acquisition Proposal and its Subsidiaries to any Person if shall in each case require the Company receives from such Person to deliver to Parent a new Superior Proposal Notice, except that the references to four (or has received from such Person4) an executed Acceptable Confidentiality Agreement; providedBusiness Days in this Section 6.02(e) shall be deemed to be two (2) Business Days. (f) During the Pre-Closing Period, that the Company shall promptly (and in any event within twenty-four (24no later than 36 hours after receipt) hours) make available advise Parent in writing in the event that the Company receives any Acquisition Proposal and in connection with such notice provide to Parent the material terms and Merger Sub conditions of any material non-public information concerning such Acquisition Proposal (including the Company or its Subsidiaries that is provided to identity of the Third Party making any Person given such access that was not previously made available to Parent or Merger Sub; and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or otherwise cooperate with, assist, participate in, facilitate or encourage efforts by, any Persons or groups of Persons (or Representatives of Persons) that have made, are seeking to make, have informed the Company of an intention to make, or have publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; provided, that during ). During the GoPre-Shop Closing Period, the Company shall not disclose any material non-public information regarding the Company pursuant to the foregoing clauses (i) keep Parent reasonably informed of the status, material details and material terms of any such Acquisition Proposal (including, prior to initially furnishing any information or to commencing any discussions or negotiations pursuant to Section 6.02(b), advising Parent of any determination by the Company Board pursuant to Section 6.02(b)) and any discussions and negotiations concerning the material terms and conditions thereof and (ii) without first entering into an Acceptable Confidentiality Agreement with the intended recipient thereof (but for the avoidance of doubt, the Company shall not be required promptly provide to enter into an Acceptable Confidentiality Agreement with any Representatives of such intended recipient) and shall promptly Parent (and in any event within twenty-four no later than one 36 hours after receipt or delivery thereof) any written proposal, indication of interest (24or amendment thereto) hoursor any other written material that constitutes an Acquisition Proposal (or amendment thereto) provide written notice including copies of any proposed Alternative Acquisition Agreements. (g) Nothing contained in this Agreement shall prohibit the Company, directly or indirectly, through its Representatives, from (i) taking and disclosing to Parent and Merger Sub the stockholders of the execution Company any position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of an Acceptable Confidentiality Agreement Regulation M-A promulgated under the Exchange Act, (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any disclosure to the stockholders of the Company that the Company Board or a committee thereof has determined in good faith (after consultation with its outside legal counsel) is required by Applicable Law; provided that this Section 6.02(g) shall not be deemed to permit the Company Board or a committee thereof to make a Change in Recommendation except to the extent permitted by Section 6.02(d)–(e); provided, further, that nothing in this Section 6.02 shall prohibit the Company from contacting and engaging in discussions with any Person during or group or their respective Representatives who has made an Acquisition Proposal solely for the Go-Shop Period purpose of (which notice shall not be required x) clarifying such Acquisition Proposal and the terms thereof or (y) determining whether such Person intends to identify provide any documents (or additional documents) containing the Person entering into terms and conditions of such Acceptable Confidentiality Acquisition Proposal. In addition, it is understood and agreed that, for purposes of this Agreement). No later than twenty-four (24) hours after the No-Shop Period Start Date, the Company shall provide a written notice to Parent and Merger Sub stating whether factually accurate public statement by the Company Board has determined or a committee thereof that any Person submitting describes the Company’s receipt of an Acquisition Proposal, the identity of the Person making such Acquisition Proposal, the material terms of such Acquisition Proposal prior and the operation of this Agreement with respect thereto will not, in and of itself, be deemed to be (A) a withdrawal, modification, amendment, qualification or proposal by the No-Shop Period Start Date is Company Board or a committee thereof to withdraw, modify, amend or qualify the Company Recommendation, (B) an Excluded Party and identifying each approval, recommendation or a declaration of advisability with respect to such Excluded PartyAcquisition Proposal or (C) a Change in Recommendation.

Acquisition Proposals; Change in Recommendation. (a) GoExcept as permitted by this Section 6.02, during the Pre-Shop Closing Period, the Acquired Companies and their respective directors and officers shall not, and shall not authorize their other Representatives to, and shall direct them not to (i) initiate, solicit, propose, knowingly induce or knowingly encourage or knowingly facilitate the making of any Acquisition Proposal, (ii) other than informing Third Parties of the existence of the provisions contained in this Section 6.02, engage in, continue or otherwise participate in negotiations or discussions with, or furnish any non-public information (or access thereto) concerning the Company or any of the Company Subsidiaries to, any Third Party in connection with, or for the purpose of knowingly encouraging or knowingly facilitating, an Acquisition Proposal, (iii) recommend or enter into any Contract, letter of intent, acquisition agreement, agreement in principle, memorandum of understanding or similar agreement with respect to any Acquisition Proposal or (iv) approve, authorize or agree to do any of the foregoing. During Promptly following the period beginning on execution of this Agreement, and in any event within one (1) Business Day of the date of this Agreement, the Acquired Companies shall, and shall direct their respective Representatives to, (A) cease and cause to be terminated any solicitation and any and all existing discussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal and (B) terminate access by any Third Party to any physical or electronic data room relating to any potential Acquisition Transaction. Notwithstanding anything in this Agreement to the contrary, the Company shall be permitted to grant waivers of, and not enforce, any standstill provision or similar provision that has the effect of prohibiting the counterparty thereto from making an Acquisition Proposal to the Company Board to the extent that the Company Board determines in good faith that the failure to grant such waiver or to not enforce such provision would reasonably be expected to constitute a breach of the Company Board’s fiduciary duties under Applicable Law. (b) Notwithstanding anything to the contrary contained in this Agreement, if prior to the consummation of the Offer the Company receives a bona fide written Acquisition Proposal (which Acquisition Proposal was made after the date of this Agreement and continuing until 12:01 a.m. did not result from a material breach of this Section 6.02), and the Company Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes, or could reasonably be expected to lead to, a Superior Proposal, then the Company and its Representatives may: (New York City timei) on furnish any information with respect to the thirtieth Acquired Companies and access thereto to any Third Party making such Acquisition Proposal (30thand its Representatives and financing sources); provided that (A) day prior to furnishing any such information, the Company receives from such Third Party an executed Acceptable Confidentiality Agreement and (B) any such non-public information so furnished has been previously provided or Made Available to Parent or is provided or Made Available (including through the Data Room) to Parent promptly (and in any event no later than twenty-four (24) hours) after it is so furnished to such Third Party or (ii) participate or engage in negotiations or discussions with the Third Party making such Acquisition Proposal and its Representatives and financing sources regarding such Acquisition Proposal. (c) Except as set forth in this Section 6.02 (including Sections 6.02(d), (e) and (g)), neither the Company Board nor any committee thereof shall (i) (A) withdraw (or modify, amend or qualify in a manner adverse to Parent or Merger Sub), or propose publicly to withdraw (or modify, amend or qualify in a manner adverse to Parent or Merger Sub), the Board Recommendation, (B) approve, recommend or declare advisable, or propose publicly to approve, recommend or declare advisable, any Acquisition Proposal or (C) fail to include the Board Recommendation in the Schedule 14D-9 when disseminated to the Company’s stockholders (any action described in this clause (i) being referred to as a “Change in Recommendation”) or (ii) approve, recommend, declare advisable or enter into any Contract, letter of intent, acquisition agreement, agreement in principle, memorandum of understanding or similar agreement with respect to any Acquisition Proposal, other than an Acceptable Confidentiality Agreement (an “Alternative Acquisition Agreement”). (d) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the consummation of the Offer, the Company Board may make a Change in Recommendation in response to an Intervening Event if (i) the Company Board determines in good faith, after consultation with its outside legal counsel, that the failure to do so would reasonably be expected to constitute a breach of the Company Board’s fiduciary duties under Applicable Law, (ii) (A) the Company shall have provided Parent five (5) Business Days’ prior written notice (provided that such notice shall not constitute a Change in Recommendation) advising Parent that the Company intends to make a Change in Recommendation (and specifying, in reasonable detail, the Intervening Event) (provided that Parent shall be required to keep all such information confidential in accordance with the terms of the Confidentiality Agreement), and (B): (1) during such five (5) Business Day period, if requested by Parent in good faith, the Company and its Representatives shall negotiate with Parent regarding any changes to the terms of this Agreement and any other proposals made by Parent so that a failure to effect a Change in Recommendation would no longer constitute a breach of the Company Board’s fiduciary duties under Applicable Law; and (2) following such five (5) Business Day period, the Company Board shall have determined in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to effect a Change in Recommendation in response to such Intervening Event would reasonably be expected to constitute a breach of the Company Board’s fiduciary duties under Applicable Law. In the event of any material change in any event, occurrence or fact relating to such Intervening Event (other than in respect of any revisions proposed or proposals made by Parent as referred to above), a new notice shall be required from the Company pursuant to Section 6.02(d)(ii), except that the references to five (5) Business Days in this Section 6.02(d) shall be deemed to be three (3) Business Days, and the provisions of this Section 6.02(d) shall otherwise apply to the Intervening Event as modified thereby. (e) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the consummation of the Offer if, in response to a bona fide written Acquisition Proposal made by a Third Party after the date of this Agreement which does not arise from a material breach of this Section 6.02 and has not been withdrawn, the Company Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) the failure to take an action set forth in clause (x) or (y) would reasonably be expected to constitute a breach of the Company Board’s fiduciary duties under Applicable Law, then (x) the Company Board may make a Change in Recommendation or (y) the Company may terminate this Agreement pursuant to Section 8.01(d)(i) in order to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal; provided that in either such case (A) the Company shall have provided to Parent three (3) Business Days’ prior written notice (the “No-Shop Period Start Date” Superior Proposal Notice”) (provided that such notice shall not constitute a Change in Recommendation) advising Parent that the Company intends to take such action (and the period starting from the date of this Agreement until the No-Shop Period Start Datespecifying, in reasonable detail, the “Go-Shop Period”material terms and conditions of any such Superior Proposal, including the identity of the Third Party making any such Superior Proposal) and providing Parent with a complete copy of any written request, proposal or offer, including any proposed Alternative Acquisition Agreement, and any other documents containing the material terms of such Superior Proposal (provided that Parent shall be required to keep all such documents and their terms confidential in accordance with the terms of the Confidentiality Agreement), and (B): (1) during such three (3) Business Day period, if requested by Parent in good faith, the Company and its Subsidiaries and their respective Representatives shall have negotiate with Parent regarding changes to the right to:terms of this Agreement and any other proposals made by Parent intended by Parent to cause such Acquisition Proposal to no longer constitute a Superior Proposal; and (i2) initiatefollowing such three (3) Business Day period, solicit the Company Board shall have determined in good faith (after consultation with its outside legal counsel and financial advisors) that (x) such Acquisition Proposal continues to constitute a Superior Proposal, and (y) the failure to make the Change in Recommendation or knowingly facilitate or encourage any inquiry or the making of any proposal or offer that constitutes or terminate this Agreement pursuant to Section 8.01(d)(i) would be reasonably be expected to lead to an Acquisition Proposal, including by providing information, whether orally or in writing (including non-public information and data) regarding the business, properties, assets, books, records and personnel constitute a breach of the Company Board’s fiduciary duties under Applicable Law. Any material revisions to such Acquisition Proposal shall constitute a new Acquisition Proposal and its Subsidiaries to any Person if shall in each case require the Company receives from such Person to deliver to Parent a new Superior Proposal Notice, except that the references to three (or has received from such Person3) an executed Acceptable Confidentiality Agreement; providedBusiness Days in this Section 6.02(e) shall be deemed to be two (2) Business Days. (f) During the Pre-Closing Period, that the Company shall promptly (and in any event within twenty-four (24) hours) make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to Parent or Merger Sub; and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or otherwise cooperate with, assist, participate in, facilitate or encourage efforts by, any Persons or groups of Persons (or Representatives of Persons) that have made, are seeking to make, have informed the Company of an intention to make, or have publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; provided, that during the Go-Shop Period, the Company shall not disclose any material non-public information regarding the Company pursuant to the foregoing clauses (i) and (ii) without first entering into an Acceptable Confidentiality Agreement with the intended recipient thereof (but for the avoidance of doubt, the Company shall not be required to enter into an Acceptable Confidentiality Agreement with any Representatives of such intended recipient) and shall promptly (and in any event within twenty-four (24) hours) provide written notice to Parent and Merger Sub of the execution of an Acceptable Confidentiality Agreement with any Person during the Go-Shop Period (which notice shall not be required to identify the Person entering into such Acceptable Confidentiality Agreement). No no later than twenty-four (24) hours after receipt) advise Parent orally or in writing in the Noevent that the Company receives any Acquisition Proposal and in connection with such notice provide to Parent the material terms and conditions of any such Acquisition Proposal (including the identity of the Third Party making any such Acquisition Proposal). During the Pre-Shop Period Start DateClosing Period, the Company shall provide a written notice (i) keep Parent reasonably informed of the status, material details and material terms of any such Acquisition Proposal (including, prior to initially furnishing any information or to commencing any discussions or negotiations pursuant to Section 6.02(b), advising Parent and Merger Sub stating whether of any determination by the Company Board has determined pursuant to Section 6.02(b)) and any discussions and negotiations concerning the material terms and conditions thereof and (ii) promptly provide to Parent (and in any event no later than twenty four (24) hours after receipt or delivery thereof) any written proposal, indication of interest (or amendment thereto) or any other written material that any Person submitting constitutes an Acquisition Proposal prior (or amendment thereto) including copies of any proposed Alternative Acquisition Agreements and any other material agreements (or drafts thereof) and any financing commitments related thereto. (g) Nothing contained in this Agreement shall prohibit the Company or the Company Board, directly or indirectly, through their respective Representatives, from (i) taking and disclosing to the Nostockholders of the Company any position contemplated by Rule 14d-9, Rule 14e-2(a) or Item 1012(a) of Regulation M-Shop Period Start Date A promulgated under the Exchange Act, (ii) making any “stop, look and listen” communication to the Company’s stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or (iii) making any disclosure to the stockholders of the Company that the Company has determined in good faith (after consultation with its outside legal counsel) is required by Applicable Law; provided that this Section 6.02(g) shall not be deemed to permit the Company Board to make a Change in Recommendation except to the extent permitted by Section 6.02(d) - (e); provided, further, that nothing in this Section 6.02 shall prohibit the Company from contacting and engaging in a discussion with any Person or group or their respective Representatives who has made an Excluded Party Acquisition Proposal solely for the purpose of clarifying such Acquisition Proposal and identifying each the terms thereof so long as the Company promptly provides Parent with a reasonably detailed summary of such Excluded Partydiscussion.

Acquisition Proposals; Change in Recommendation. (a) Go-Shop Period. During the period beginning on the date of this Agreement Neither Xxxxxx XX nor Xxxxxx shall, and continuing until 12:01 a.m. (New York City time) on the thirtieth (30th) day after the date of this Agreement (the “No-Shop Period Start Date” and the period starting from the date of this Agreement until the No-Shop Period Start Datethey shall use their commercially reasonable best efforts to cause their Representatives not to, the “Go-Shop Period”)directly or indirectly, the Company and its Subsidiaries and their respective Representatives shall have the right to: (i) initiate, solicit solicit, knowingly encourage or knowingly facilitate or encourage any inquiry inquiries or the making or submission of any proposal or offer that constitutes or would be reasonably be expected to lead to an Acquisition Proposal, including by providing information, whether orally or in writing (including non-public information and data) regarding the business, properties, assets, books, records and personnel of the Company and its Subsidiaries to any Person if the Company receives from such Person (or has received from such Person) an executed Acceptable Confidentiality Agreement; provided, that the Company shall promptly (and in any event within twenty-four (24) hours) make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to Parent or Merger Sub; and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or otherwise cooperate with, assist, participate in, facilitate or encourage efforts by, any Persons or groups of Persons (or Representatives of Persons) that have made, are seeking to make, have informed the Company of an intention to make, or have publicly announced an intention to make, any proposal that constitutes, or would may reasonably be expected to lead to, an Acquisition Proposal; provided, that during the Go-Shop Periodor (ii) participate in any discussions or negotiations regarding, the Company shall not disclose or furnish to any material person any non-public information regarding with respect to, any Acquisition Proposal. Notwithstanding the Company pursuant foregoing, nothing contained in this Agreement shall prohibit Xxxxxx or any of its Representatives from furnishing any information or data pertaining to the foregoing clauses Xxxxxx, or entering into or participating in discussions or negotiations with, any person that makes an unsolicited written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 6.6 (a “Receiving Party”), if (i) the Xxxxxx Audit Committee after consultation with its outside legal counsel and financial advisors, determines in good faith (A) that such Acquisition Proposal constitutes or is likely to result in a Superior Proposal, and (B) that failure to take such action would be inconsistent with its duties under the Xxxxxx Existing Partnership Agreement and applicable Law and (ii) without first entering into prior to furnishing any such non-public information to such Receiving Party (including any information pertaining to Xxxxxx Subsidiaries in which Partners has an Acceptable equity interest or transactions to which Partners is a party), Xxxxxx receives from such Receiving Party an executed Confidentiality Agreement Agreement. (b) Except as otherwise provided in this Section 6.6(b), neither the Xxxxxx Audit Committee nor the Xxxxxx XX Board shall: (i) (A) withdraw, modify or qualify in any manner adverse to Partners the Xxxxxx Recommendation or (B) publicly approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal (any action described in this clause (i) being referred to as a “Xxxxxx Change in Recommendation”); or (ii) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, or allow Xxxxxx or any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar contract or any tender or exchange offer providing for, with respect to, or in connection with, any Acquisition Proposal. Notwithstanding the intended recipient thereof (but for foregoing, at any time prior to obtaining the avoidance of doubtXxxxxx Unitholder Approval, the Company Xxxxxx Audit Committee may make a Xxxxxx Change in Recommendation if it has concluded in good faith, after consultation with its outside legal counsel and financial advisors, that failure to make a Xxxxxx Change in Recommendation would be inconsistent with its duties under the Xxxxxx Existing Partnership Agreement and applicable Law; provided, however, that (1) the Xxxxxx Audit Committee shall not be required entitled to enter into exercise its right to make a Xxxxxx Change in Recommendation pursuant to this sentence unless Xxxxxx and Xxxxxx XX have: (w) complied in all material respects with this Section 6.6, (x) provided to Partners and the Partners Audit Committee three Business Days prior written notice (such notice, a “Notice of Proposed Recommendation Change”) advising Partners that the Xxxxxx XX Audit Committee intends to take such action and specifying the reasons therefor in reasonable detail, including, if applicable, the terms and conditions of any Superior Proposal that is the basis of the proposed action and the identity of the Person making the proposal (it being understood and agreed that any amendment to the terms of any such Superior Proposal shall require a new Notice of Proposed Recommendation Change and an Acceptable Confidentiality Agreement with any Representatives of such intended recipientadditional three Business Day period) and (y) if applicable, provided to Partners all materials and information delivered or made available to the Person or group of persons making any Superior Proposal in connection with such Superior Proposal (to the extent not previously provided) and (2) the Xxxxxx Audit Committee shall not be entitled to make a Xxxxxx Change in Recommendation in response to an Acquisition Proposal unless such Acquisition Proposal constitutes a Superior Proposal. Any Xxxxxx Change in Recommendation shall not invalidate the approval of this Agreement or any other approval of the Xxxxxx Audit Committee, including in any respect that would have the effect of causing any state (including Delaware) corporate takeover statute or other similar statute to be applicable to the transactions contemplated hereby or thereby, including the Merger. Notwithstanding any provision in this Agreement to the contrary, Partners and Partners GP shall maintain, and cause their Representatives to maintain, the confidentiality of all information received from Xxxxxx pursuant to this Section 6.6, subject to the exceptions contained in the Confidentiality Agreement. (c) In addition to the obligations of Xxxxxx set forth in this Section 6.6, Xxxxxx shall as promptly as practicable (and in any event within twenty-four 24 hours after receipt) advise Partners orally and in writing of any Acquisition Proposal or any matter giving rise to a Xxxxxx Change in Recommendation and the material terms and conditions of any such Acquisition Proposal or any matter giving rise to a Xxxxxx Change in Recommendation (24including any changes thereto) hours) provide written notice to Parent and Merger Sub the identity of the execution Person making any such Acquisition Proposal. Xxxxxx shall keep Partners informed on a reasonably current basis of an Acceptable Confidentiality material developments with respect to any such Acquisition Proposal or any matter giving rise to a Xxxxxx Change in Recommendation. (d) Nothing contained in this Agreement with shall prevent Xxxxxx or the Xxxxxx Audit Committee from taking and disclosing to the holders of Xxxxxx Common Units a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any Person during similar communication to limited partners of Xxxxxx) or from making any legally required disclosure to holders of Xxxxxx Common Units. Any “stop-look-and-listen” communication by Xxxxxx or the Go-Shop Period Xxxxxx XX Board to the limited partners of Xxxxxx pursuant to Rule 14d-9(f) promulgated under the Exchange Act (which notice or any similar communication to the limited partners of Xxxxxx) shall not be required considered a failure to identify make, or a withdrawal, modification or change in any manner adverse to Partners of, all or a portion of the Person entering into such Acceptable Confidentiality Agreement). No later than twenty-four (24) hours after the No-Shop Period Start Date, the Company shall provide a written notice to Parent and Merger Sub stating whether the Company Board has determined that any Person submitting an Acquisition Proposal prior to the No-Shop Period Start Date is an Excluded Party and identifying each such Excluded PartyXxxxxx Recommendation.

Acquisition Proposals; Change in Recommendation. (a) GoNone of Holdings GP, Holdings and its Subsidiaries shall, and they shall use their commercially reasonable best efforts to cause their Representatives not to, directly or indirectly, (i) knowingly initiate, solicit or encourage the submission of any Acquisition Proposal, or (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-Shop Periodpublic information with respect to, any Acquisition Proposal. During Notwithstanding the period beginning on foregoing, but subject to the limitations in Section 6.6(b), nothing contained in this Agreement shall prohibit Holdings from furnishing any information to, including information pertaining to Partners, or entering into or participating in discussions or negotiations with, any person that makes an unsolicited written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 6.6 (a “Receiving Party”), if (i) the Holdings GP Board, after consultation with its outside legal counsel and financial advisors, determines in good faith (A) that such Acquisition Proposal constitutes or is likely to result in a Superior Proposal, and (B) that failure to take such action would be inconsistent with its fiduciary duties under the Holdings Partnership Agreement and applicable Law and (ii) prior to furnishing any such non-public information to such Receiving Party, Holdings receives from such Receiving Party an executed Confidentiality Agreement, provided, however, that if Holdings receives an Acquisition Proposal that includes a Partners Acquisition Proposal, Holdings may, in its discretion, respond to a Receiving Party to indicate that Holdings cannot entertain an Acquisition Proposal that includes a Partners Acquisition Proposal. (b) Holdings may provide any Receiving Party with any non-public information or data pertaining to Partners (the “Partners Non-Public Information”) only if Holdings has not knowingly and intentionally breached this Section 6.6 and then only if (i) the Holdings GP Board determines in good faith, after consultation with its outside legal counsel and financial advisors that the provision of such Partners Non-Public Information to the Receiving Party could possibly lead to a Holdings Change in Recommendation and (ii) Holdings shall have first (A) required the Receiving Party to execute a Confidentiality Agreement, (B) furnished a copy of such Confidentiality Agreement to Partners and (C) notified Partners of the identity of such Receiving Party. Holdings shall promptly provide or make available to Partners any non-public information concerning Holdings or any of its Subsidiaries that is provided or made available to any Receiving Party pursuant to this Section 6.6 which was not previously provided or made available to Partners. Partners shall provide to Holdings and any Receiving Party that has executed a Confidentiality Agreement any Partners Non-Public Information that Holdings reasonably requests in exercising its rights under this Section 6.6. Holdings shall not provide to any Receiving Party, and Partners shall not be required to provide to any Receiving Party, in each case pursuant to this Section 6.6, any information pertaining to Partners where Holdings knows that the provision of such information would (x) jeopardize the attorney-client privilege of the institution in possession or control of such information or (y) contravene any Law or binding agreement entered into prior to the date of this Agreement. (c) Except as otherwise provided in this Section 6.6(c), the Holdings GP Board shall not (1) (a) withdraw, modify or qualify in any manner adverse to Partners the Holdings Recommendation or (b) publicly approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal (any action described in this clause (1) being referred to as a “Holdings Change in Recommendation”); or (2) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, or allow Holdings or any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar contract or any tender or exchange offer providing for, with respect to, or in connection with, any Acquisition Proposal. Notwithstanding the foregoing, at any time prior to obtaining the Holdings Unitholder Approval, the Holdings GP Board (including, in the absence of a Superior Proposal, a majority of the members of the Holdings Audit Committee) may make a Holdings Change in Recommendation if it has concluded in good faith, after consultation with its outside legal counsel and financial advisors, that failure to make a Holdings Change in Recommendation would be inconsistent with its fiduciary duties under the Holdings Partnership Agreement and continuing until 12:01 a.m. applicable Law; provided, however, that the Holdings GP Board shall not be entitled to exercise its right to make a Holdings Change in Recommendation pursuant to this sentence unless Holdings and Holdings GP have: (New York City timex) on complied in all material respects with this Section 6.6, (y) provided to Partners and the thirtieth Partners Audit Committee three (30th3) day after Business Days prior written notice (such notice, a “Notice of Proposed Recommendation Change”) advising Partners that the date Holdings GP Board intends to take such action and specifying the reasons therefor in reasonable detail, including, if applicable, the terms and conditions of any Superior Proposal that is the basis of the proposed action and the identity of the Person making the proposal and contemporaneously providing a copy of all relevant proposed transaction documents for such Superior Proposal (it being understood and agreed that any amendment to the terms of any such Superior Proposal shall require a new Notice of Proposed Recommendation Change and an additional three (3) Business Day period), and (z) if applicable, provided to Partners all materials and information delivered or made available to the Person or group of persons making any Superior Proposal in connection with such Superior Proposal (to the extent not previously provided). Any Holdings Change in Recommendation shall not change the approval of this Agreement or any other approval of the Holdings GP Board, including in any respect that would have the effect of causing any state (including Delaware) corporate takeover statute or other similar statute to be applicable to the “No-Shop Period Start Date” and transactions contemplated hereby or thereby, including the period starting from the date of Merger. Notwithstanding any provision in this Agreement until to the No-Shop Period Start Datecontrary, Partners and Partners GP shall maintain, and cause their Representatives to maintain, the “Go-Shop Period”)confidentiality of all information received from Holdings pursuant to this Section 6.6, subject to the Company and its Subsidiaries and their respective Representatives shall have exceptions contained in the right to:Confidentiality Agreement. (id) initiateIn addition to the obligations of Holdings set forth in this Section 6.6, solicit or knowingly facilitate or encourage any inquiry or the making of any proposal or offer that constitutes or would be reasonably be expected to lead to an Acquisition Proposal, including by providing information, whether orally or in writing (including non-public information and data) regarding the business, properties, assets, books, records and personnel of the Company and its Subsidiaries to any Person if the Company receives from such Person (or has received from such Person) an executed Acceptable Confidentiality Agreement; provided, that the Company Holdings shall as promptly as practicable (and in any event within twenty-four 24 hours after receipt) advise Partners orally and in writing of any Acquisition Proposal or any matter giving rise to a Holdings Change in Recommendation and the material terms and conditions of any such Acquisition Proposal or any matter giving rise to a Holdings Change in Recommendation (24including any changes thereto) hours) make available to Parent and Merger Sub the identity of the Person making any such Acquisition Proposal. Holdings shall keep Partners informed on a reasonably current basis of material non-public information concerning the Company or its Subsidiaries that is provided developments with respect to any Person given such access that was not previously made available Acquisition Proposal or any matter giving rise to Parent or Merger Sub; anda Holdings Change in Recommendation. (iie) engage in, enter into, continue Nothing contained in this Agreement shall prevent Holdings or otherwise participate in any discussions or negotiations with, or otherwise cooperate with, assist, participate in, facilitate or encourage efforts by, any Persons or groups the Holdings GP Board from taking and disclosing to the holders of Persons Common Units a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or Representatives any similar communication to limited partners) or from making any legally required disclosure to unitholders. Any “stop-look-and-listen” communication by Holdings or the Holdings GP Board to the limited partners of PersonsHoldings pursuant to Rule 14d-9(f) that have made, are seeking promulgated under the Exchange Act (or any similar communication to make, have informed the Company limited partners of an intention Holdings) shall not be considered a failure to make, or have publicly announced an intention to makea withdrawal, any proposal that constitutes, modification or would reasonably be expected to lead to, an Acquisition Proposal; provided, that during the Go-Shop Period, the Company shall not disclose any material non-public information regarding the Company pursuant to the foregoing clauses (i) and (ii) without first entering into an Acceptable Confidentiality Agreement with the intended recipient thereof (but for the avoidance of doubt, the Company shall not be required to enter into an Acceptable Confidentiality Agreement with any Representatives of such intended recipient) and shall promptly (and change in any event within twenty-four (24) hours) provide written notice manner adverse to Parent and Merger Sub Partners of, all or a portion of the execution of an Acceptable Confidentiality Agreement with any Person during the Go-Shop Period (which notice shall not be required to identify the Person entering into such Acceptable Confidentiality Agreement). No later than twenty-four (24) hours after the No-Shop Period Start Date, the Company shall provide a written notice to Parent and Merger Sub stating whether the Company Board has determined that any Person submitting an Acquisition Proposal prior to the No-Shop Period Start Date is an Excluded Party and identifying each such Excluded PartyHoldings Recommendation.

Acquisition Proposals; Change in Recommendation. (a) Go-Shop Period. During the period beginning on the date of this Agreement NSH agrees that from and continuing until 12:01 a.m. (New York City time) on the thirtieth (30th) day after the date of this Agreement Agreement, it shall (i) immediately cease and terminate, and cause to be ceased and terminated, all of its, its Subsidiaries’ and their respective Representatives’ existing activities, discussions and negotiations (including any electronic data room access) with any other Person (other than the “No-Shop Period Start Date” Partnership and its Subsidiaries and any of their respective Representatives) regarding any Acquisition Proposal or a proposal or offer relating to the period starting from acquisition of all or a portion of the GP Interest or the Incentive Distribution Rights, and (ii) promptly request that each Person that has entered into a confidentiality agreement in connection with its consideration of a possible Acquisition Proposal or a proposal or offer relating to the acquisition of all or a portion of the GP Interest or the Incentive Distribution Rights within the last twelve months return to NSH or destroy all confidential information heretofore furnished or made available to such Person by or on behalf of NSH and its Subsidiaries or the Partnership. From and after the date of this Agreement until the No-Shop Period Start DateAgreement, the “Go-Shop Period”), the Company none of NSH and its Subsidiaries shall, and NSH shall cause its Subsidiaries and shall use its commercially reasonable efforts to cause its and their respective Representatives shall have the right not to: , directly or indirectly, (i) knowingly initiate, solicit solicit, encourage or knowingly facilitate any inquiries, proposals or encourage any inquiry offers with respect to, or the making of submission of, any proposal or offer that constitutes or would be reasonably be expected to lead to an Acquisition Proposal, including by providing informationthe GP Interest or the Incentive Distribution Rights or (ii) knowingly engage, whether orally participate in, encourage or in writing (including facilitate any discussions or negotiations regarding, or knowingly furnish or make available or cause to be furnished or made available to any person any non-public information and data) regarding or data relating to NSH, the business, properties, assets, books, records and personnel of the Company and its Subsidiaries to any Person if the Company receives from such Person (or has received from such Person) an executed Acceptable Confidentiality Agreement; provided, that the Company shall promptly (and in any event within twenty-four (24) hours) make available to Parent and Merger Sub any material non-public information concerning the Company Partnership or its Subsidiaries that is provided in connection with any Acquisition Proposal, the GP Interest or the Incentive Distribution Rights. Notwithstanding the foregoing, but subject to the limitations in Section 6.6(b), NSH may, prior to obtaining NSH Unitholder Approval, furnish any Person given such access that was not previously made available information to, including information pertaining to Parent the Partnership or Merger Sub; and (ii) engage inits Subsidiaries, and enter into, continue into or otherwise participate in any discussions or negotiations with, or otherwise cooperate withany Person that makes an unsolicited bona fide written Acquisition Proposal that did not result from an intentional and material breach of this Section 6.6 (such Person making such a proposal, assista “Receiving Party”), participate in, facilitate or encourage efforts by, any Persons or groups of Persons (or Representatives of Persons) that have made, are seeking to make, have informed the Company of an intention to make, or have publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; provided, that during the Go-Shop Period, the Company shall not disclose any material non-public information regarding the Company pursuant to the foregoing clauses if (i) the NSH Board after consultation with its outside legal counsel and financial advisors, determines in good faith (A) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and (B) that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, as modified by the NSH LLC Agreement and (ii) without first entering into prior to furnishing any Non-Public Information to such Receiving Party, NSH receives from such Receiving Party an Acceptable executed Confidentiality Agreement with the intended recipient thereof (but for the avoidance of doubt, the Company shall not be required to enter into an Acceptable Confidentiality Agreement with Agreement. NSH agrees that any Representatives of such intended recipient) and shall promptly (and in any event within twenty-four (24) hours) provide written notice to Parent and Merger Sub breach of the execution restrictions or obligations set forth in this Section 6.6 by NSH or any of an Acceptable Confidentiality Agreement with any Person during the Go-Shop Period (which notice shall not be required to identify the Person entering into such Acceptable Confidentiality Agreement). No later than twenty-four (24) hours after the No-Shop Period Start Dateits Subsidiaries or, the Company shall provide a written notice to Parent and Merger Sub stating whether the Company Board has determined that any Person submitting an Acquisition Proposal prior to the No-Shop Period Start Date is an Excluded Party extent directed by NSH or any of its Subsidiaries, any of its and identifying each such Excluded Party.their Representatives shall be a breach of this Section 6.6

Acquisition Proposals; Change in Recommendation. (a) Go-Shop Period. During the period beginning on the date of this Agreement Neither Holdings GP nor Holdings shall, and continuing until 12:01 a.m. (New York City time) on the thirtieth (30th) day after the date of this Agreement (the “No-Shop Period Start Date” and the period starting from the date of this Agreement until the No-Shop Period Start Datethey shall use their commercially reasonable best efforts to cause their Representatives not to, the “Go-Shop Period”)directly or indirectly, the Company and its Subsidiaries and their respective Representatives shall have the right to: (i) initiate, solicit solicit, knowingly encourage or knowingly facilitate or encourage any inquiry inquiries or the making or submission of any proposal or offer that constitutes or would be reasonably be expected to lead to an Acquisition Proposal, including by providing information, whether orally or in writing (including non-public information and data) regarding the business, properties, assets, books, records and personnel of the Company and its Subsidiaries to any Person if the Company receives from such Person (or has received from such Person) an executed Acceptable Confidentiality Agreement; provided, that the Company shall promptly (and in any event within twenty-four (24) hours) make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that is provided to any Person given such access that was not previously made available to Parent or Merger Sub; and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with, or otherwise cooperate with, assist, participate in, facilitate or encourage efforts by, any Persons or groups of Persons (or Representatives of Persons) that have made, are seeking to make, have informed the Company of an intention to make, or have publicly announced an intention to make, any proposal that constitutes, or would may reasonably be expected to lead to, an Acquisition Proposal; provided, that during the Go-Shop Periodor (ii) participate in any discussions or negotiations regarding, the Company shall not disclose or furnish to any material person any non-public information regarding with respect to, any Acquisition Proposal. Notwithstanding the Company pursuant foregoing, but subject to the foregoing clauses limitations in Section 6.6(b), nothing contained in this Agreement shall prohibit Holdings or any of its Representatives from furnishing any information to, including information pertaining to Partners, or entering into or participating in discussions or negotiations with, any person that makes an unsolicited written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 6.6 (a “Receiving Party”), if (i) the Holdings Audit Committee after consultation with its outside legal counsel and financial advisors, determines in good faith (A) that such Acquisition Proposal constitutes or is likely to result in a Superior Proposal, and (B) that failure to take such action would be inconsistent with its duties under the Holdings Partnership Agreement and applicable Law and (ii) without prior to furnishing any such non-public information to such Receiving Party, Holdings receives from such Receiving Party an executed Confidentiality Agreement, provided, however, that if Holdings receives an Acquisition Proposal that includes a Partners Acquisition Proposal, Holdings may, in its discretion, respond to a Receiving Party to indicate that Holdings cannot entertain an Acquisition Proposal that includes a Partners Acquisition Proposal. (b) In the event that Holdings is otherwise entitled to provide information to a Receiving Party under Section 6.6(a), Holdings may provide any Receiving Party with any non-public information or data pertaining to Partners (the “Partners Non-Public Information”) only if Holdings has not knowingly and intentionally breached this Section 6.6 and then only if (i) the Holdings Audit Committee determines in good faith, after consultation with its outside legal counsel and financial advisors that the provision of such Partners Non-Public Information to the Receiving Party may reasonably be expected to lead to a Holdings Change in Recommendation and (ii) Holdings shall have first entering into an Acceptable (A) required the Receiving Party to execute a Confidentiality Agreement, (B) furnished a copy of such Confidentiality Agreement with to Partners and (C) notified Partners of the intended recipient thereof (but for the avoidance identity of doubtsuch Receiving Party. Holdings shall promptly provide or make available to Partners any non-public information concerning Holdings or any of its Subsidiaries that is provided or made available to any Receiving Party pursuant to this Section 6.6 which was not previously provided or made available to Partners. Partners shall provide to Holdings and any Receiving Party that has executed a Confidentiality Agreement any Partners Non-Public Information that Holdings reasonably requests in exercising its rights under this Section 6.6. Holdings shall not provide to any Receiving Party, the Company and Partners shall not be required to enter into an Acceptable Confidentiality Agreement with provide to any Representatives Receiving Party, in each case pursuant to this Section 6.6, any information pertaining to Partners where Holdings knows that the provision of such intended recipientinformation would (x) jeopardize the attorney-client privilege of the institution in possession or control of such information or (y) contravene any Law or binding agreement entered into prior to the date of this Agreement. (c) Except as otherwise provided in this Section 6.6(c), neither the Holdings Audit Committee nor the Holdings GP Board shall: (i) (A) withdraw, modify or qualify in any manner adverse to Partners the Holdings Recommendation or (B) publicly approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal (any action described in this clause (i) being referred to as a “Holdings Change in Recommendation”); or (ii) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, or allow Holdings or any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar contract or any tender or exchange offer providing for, with respect to, or in connection with, any Acquisition Proposal. Notwithstanding the foregoing, at any time prior to obtaining the Holdings Unitholder Approval, the Holdings Audit Committee may make a Holdings Change in Recommendation if it has concluded in good faith, after consultation with its outside legal counsel and financial advisors, that failure to make a Holdings Change in Recommendation would be inconsistent with its duties under the Holdings Partnership Agreement and applicable Law; provided, however, that (1) the Holdings Audit Committee shall not be entitled to exercise its right to make a Holdings Change in Recommendation pursuant to this sentence unless Holdings and Holdings GP have: (x) complied in all material respects with this Section 6.6, (y) provided to Partners and the Partners Audit Committee two Business Days prior written notice (such notice, a “Notice of Proposed Recommendation Change”) advising Partners that the Holdings GP Audit Committee intends to take such action and specifying the reasons therefor in reasonable detail, including, if applicable, the terms and conditions of any Superior Proposal that is the basis of the proposed action and the identity of the Person making the proposal (it being understood and agreed that any amendment to the terms of any such Superior Proposal shall require a new Notice of Proposed Recommendation Change and an additional two Business Day period), and (z) if applicable, provided to Partners all materials and information delivered or made available to the Person or group of persons making any Superior Proposal in connection with such Superior Proposal (to the extent not previously provided), and (2) the Holdings Audit Committee shall not be entitled to make a Holdings Change in Recommendation in response to an Acquisition Proposal unless such Acquisition Proposal constitutes a Superior Proposal. Any Holdings Change in Recommendation shall not invalidate the approval of this Agreement or any other approval of the Holdings Audit Committee, including in any respect that would have the effect of causing any state (including Delaware) corporate takeover statute or other similar statute to be applicable to the transactions contemplated hereby or thereby, including the Merger. Notwithstanding any provision in this Agreement to the contrary, Partners and Partners GP shall maintain, and cause their Representatives to maintain, the confidentiality of all information received from Holdings pursuant to this Section 6.6, subject to the exceptions contained in the Confidentiality Agreement. Notwithstanding anything in this Agreement to the contrary, for the purposes of this Section 6.6(c), without the prior written consent of the Partners Audit Committee, no Acquisition Proposal shall constitute a Superior Proposal if such Acquisition Proposal is conditioned on completion of a Partners Acquisition Proposal that would require “Special Approval” as defined in and required under the Partners Existing Partnership Agreement. (d) In addition to the obligations of Holdings set forth in this Section 6.6, Holdings shall as promptly as practicable (and in any event within twenty-four 24 hours after receipt) advise Partners orally and in writing of any Acquisition Proposal or any matter giving rise to a Holdings Change in Recommendation and the material terms and conditions of any such Acquisition Proposal or any matter giving rise to a Holdings Change in Recommendation (24including any changes thereto) hours) provide written notice to Parent and Merger Sub the identity of the execution Person making any such Acquisition Proposal. Holdings shall keep Partners informed on a reasonably current basis of an Acceptable Confidentiality material developments with respect to any such Acquisition Proposal or any matter giving rise to a Holdings Change in Recommendation. (e) Nothing contained in this Agreement with shall prevent Holdings or the Holdings Audit Committee from taking and disclosing to the holders of Units a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any Person during similar communication to limited partners of Holdings) or from making any legally required disclosure to holders of Units. Any “stop-look-and-listen” communication by Holdings or the Go-Shop Period Holdings GP Board to the limited partners of Holdings pursuant to Rule 14d-9(f) promulgated under the Exchange Act (which notice or any similar communication to the limited partners of Holdings) shall not be required considered a failure to identify make, or a withdrawal, modification or change in any manner adverse to Partners of, all or a portion of the Person entering into such Acceptable Confidentiality Agreement). No later than twenty-four (24) hours after the No-Shop Period Start Date, the Company shall provide a written notice to Parent and Merger Sub stating whether the Company Board has determined that any Person submitting an Acquisition Proposal prior to the No-Shop Period Start Date is an Excluded Party and identifying each such Excluded PartyHoldings Recommendation.

Acquisition Proposals; Change in Recommendation. (a) Go-Shop Period. During the period beginning on the date None of this Agreement and continuing until 12:01 a.m. (New York City time) on the thirtieth (30th) day after the date of this Agreement (the “No-Shop Period Start Date” and the period starting from the date of this Agreement until the No-Shop Period Start DateMidstream GP, the “Go-Shop Period”), the Company Midstream and its Subsidiaries shall, and they shall use their respective commercially reasonable efforts to cause their Representatives shall have the right not to: , directly or indirectly, (i) knowingly initiate, solicit or knowingly facilitate or encourage any inquiry or the making submission of any proposal or offer that constitutes or would be reasonably be expected to lead to an Acquisition Proposal, including by providing informationor (ii) participate in any discussions or negotiations regarding, whether orally or in writing (including furnish to any person any non-public information with respect to, any Acquisition Proposal. Notwithstanding the foregoing, but subject to the limitations in Section 6.7(b), nothing contained in this Agreement shall prohibit Midstream and dataMidstream GP from furnishing any information to, including information pertaining to CEQP or its Subsidiaries, or entering into or participating in discussions or negotiations with, any person that makes an unsolicited written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 6.7 (a “Receiving Party”), if (i) regarding the businessMidstream GP Board, propertiesafter consultation with its outside legal counsel and financial advisors, assetsdetermines in good faith (A) that such Acquisition Proposal constitutes or is likely to result in a Superior Proposal, booksand (B) that failure to take such action would be inconsistent with its fiduciary duties under the Midstream Partnership Agreement and applicable Law and (ii) prior to furnishing any such non-public information to such Receiving Party, records and personnel Midstream receives from such Receiving Party an executed Confidentiality Agreement, provided, however, that if Midstream receives an Acquisition Proposal that includes a CEQP Acquisition Proposal, Midstream may, in its discretion, respond to a Receiving Party to indicate that Midstream cannot entertain an Acquisition Proposal that includes a CEQP Acquisition Proposal. (b) Midstream shall not provide any Receiving Party with any non-public information or data pertaining to CEQP. (c) Except as otherwise provided in this Section 6.7(c), the Midstream GP Board shall not (1) (a) withdraw, modify or qualify in any manner adverse to CEQP the Midstream Recommendation or (b) publicly approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal (any action described in this clause (1) being referred to as a “Midstream Change in Recommendation”); or (2) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, or allow Midstream or any of the Company and its Subsidiaries to execute or enter into, any Person letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar contract or any tender or exchange offer providing for, with respect to, or in connection with, any Acquisition Proposal. Notwithstanding the foregoing, at any time prior to obtaining the Midstream Unitholder Approval, the Midstream GP Board may make a Midstream Change in Recommendation if it has concluded in good faith, after consultation with its outside legal counsel and financial advisors, that failure to make a Midstream Change in Recommendation would be inconsistent with its fiduciary duties under the Company receives from such Person (or has received from such Person) an executed Acceptable Confidentiality AgreementMidstream Partnership Agreement and applicable Law; provided, however, that the Company Midstream GP Board shall not be entitled to exercise its right to make a Midstream Change in Recommendation pursuant to this sentence unless Midstream and Midstream GP have: (i) complied in all material respects with this Section 6.7, (ii) provided to CEQP and the CEQP Conflicts Committee two (2) Business Days prior written notice (such notice, a “Notice of Proposed Recommendation Change”) advising CEQP that the Midstream GP Board intends to take such action and specifying the reasons therefor in reasonable detail, including, if applicable, the terms and conditions of any Superior Proposal that is the basis of the proposed action and the identity of the Person making the proposal and contemporaneously providing a copy of all relevant proposed transaction documents for such Superior Proposal (it being understood and agreed that any amendment to the terms of any such Superior Proposal shall require a new Notice of Proposed Recommendation Change and an additional two (2) Business Day period), (iii) during such period, Midstream and its Representatives shall negotiate in good faith with CEQP and its Representatives to amend this Agreement so as to enable the Midstream GP Board and/or the Midstream Conflicts Committee to proceed with the Midstream Recommendation and at the end of such period, maintain the Midstream Recommendation (after taking into account any agreed modification to the terms of this Agreement), and (iv) if applicable, provided to CEQP all materials and information delivered or made available to the Person or group of persons making any Superior Proposal in connection with such Superior Proposal (to the extent not previously provided). Any Midstream Change in Recommendation shall not change the approval of this Agreement or any other approval of the Midstream GP Board, including in any respect that would have the effect of causing any Takeover Law to be applicable to the transactions contemplated hereby or thereby, including the Merger. Notwithstanding any provision in this Agreement to the contrary, CEQP and Equity GP shall maintain, and cause their Representatives to maintain, the confidentiality of all information received from Midstream pursuant to this Section 6.7, subject to the exceptions contained in the Existing Confidentiality Agreement. (d) In addition to the obligations of Midstream set forth in this Section 6.7, Midstream shall as promptly as practicable (and in any event within twenty-four 24 hours after receipt) advise CEQP orally and in writing of any Acquisition Proposal and the material terms and conditions of any such Acquisition Proposal (24including any changes thereto) hours) make available to Parent and Merger Sub the identity of the Person making any such Acquisition Proposal. Midstream shall keep CEQP informed on a reasonably current basis of material non-public information concerning the Company or its Subsidiaries that is provided developments with respect to any Person given such access that was not previously made available to Parent or Merger Sub; andAcquisition Proposal. (iie) engage inNothing contained in this Agreement shall prevent Midstream or the Midstream GP Board from taking and disclosing to the holders of Midstream Common Units and Midstream Preferred Units a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or any similar communication to limited partners) or from making any legally required disclosure to unitholders. Any “stop-look-and-listen” communication by Midstream or the Midstream GP Board to the limited partners of Midstream pursuant to Rule 14d-9(f) promulgated under the Exchange Act (or any similar communication to the limited partners of Midstream) shall not be considered a failure to make, enter intoor a withdrawal, continue modification or otherwise participate change in any manner adverse to CEQP of, all or a portion of the Midstream Recommendation. (f) Nothing in this Agreement is intended or shall be construed to restrict CEQP GP, CEQP or their Representatives from initiating, soliciting or encouraging the submission of any CEQP Acquisition Proposal or participating in any discussions or negotiations withregarding, or otherwise cooperate with, assist, participate in, facilitate or encourage efforts by, furnishing to any Persons or groups of Persons (or Representatives of Persons) that have made, are seeking to make, have informed the Company of an intention to make, or have publicly announced an intention to make, person any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; provided, that during the Go-Shop Period, the Company shall not disclose any material non-public information regarding the Company pursuant with respect to the foregoing clauses (i) and (ii) without first entering into an Acceptable Confidentiality Agreement with the intended recipient thereof (but for the avoidance of doubtany Acquisition Proposal, the Company provided that CEQP shall not be required to enter into an Acceptable Confidentiality Agreement with take any Representatives of such intended recipient) and shall promptly (and in any event within twenty-four (24) hours) provide written notice to Parent and Merger Sub of the execution of an Acceptable Confidentiality Agreement with any Person during the Go-Shop Period (which notice shall not be required actions referred to identify the Person entering into such Acceptable Confidentiality Agreement). No later than twenty-four (24in Section 4.2(d) hours after the No-Shop Period Start Date, the Company shall provide a written notice to Parent and Merger Sub stating whether the Company Board has determined that any Person submitting an Acquisition Proposal prior to the No-Shop Period Start Date is an Excluded Party and identifying each such Excluded Partytermination of this Agreement.

Acquisition Proposals; Change in Recommendation. (a) Go-Shop Period. During the period beginning on the date of this Agreement NSH agrees that from and continuing until 12:01 a.m. (New York City time) on the thirtieth (30th) day after the date of this Agreement Agreement, it shall (i) immediately cease and terminate, and cause to be ceased and terminated, all of its, its Subsidiaries’ and their respective Representatives’ existing activities, discussions and negotiations (including any electronic data room access) with any other Person (other than the “No-Shop Period Start Date” Partnership and its Subsidiaries and any of their respective Representatives) regarding any Acquisition Proposal or a proposal or offer relating to the period starting from acquisition of all or a portion of the GP Interest or the Incentive Distribution Rights, and (ii) promptly request that each Person that has entered into a confidentiality agreement in connection with its consideration of a possible Acquisition Proposal or a proposal or offer relating to the acquisition of all or a portion of the GP Interest or the Incentive Distribution Rights within the last twelve months return to NSH or destroy all confidential information heretofore furnished or made available to such Person by or on behalf of NSH and its Subsidiaries or the Partnership. From and after the date of this Agreement until the No-Shop Period Start DateAgreement, the “Go-Shop Period”), the Company none of NSH and its Subsidiaries shall, and NSH shall cause its Subsidiaries and shall use its commercially reasonable efforts to cause its and their respective Representatives shall have the right not to: , directly or indirectly, (i) knowingly initiate, solicit solicit, encourage or knowingly facilitate any inquiries, proposals or encourage any inquiry offers with respect to, or the making of submission of, any proposal or offer that constitutes or would be reasonably be expected to lead to an Acquisition Proposal, including by providing informationthe GP Interest or the Incentive Distribution Rights or (ii) knowingly engage, whether orally participate in, encourage or in writing (including facilitate any discussions or negotiations regarding, or knowingly furnish or make available or cause to be furnished or made available to any person any non-public information and data) regarding or data relating to NSH, the business, properties, assets, books, records and personnel of the Company and Partnership or its Subsidiaries in connection with any Acquisition Proposal, the GP Interest or the Incentive Distribution Rights. Notwithstanding the foregoing, but subject to the limitations in Section 6.6(b), NSH may, prior to obtaining NSH Unitholder Approval, furnish any information to, including information pertaining to the Partnership or its Subsidiaries, and enter into or participate in discussions or negotiations with, any Person that makes an unsolicited bona fide written Acquisition Proposal that did not result from an intentional and material breach of this Section 6.6 (such Person making such a proposal, a “Receiving Party”), if (i) the Company NSH Board after consultation with its outside legal counsel and financial advisors, determines in good faith (A) that such Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal, and (B) that failure to take such action would be inconsistent with its fiduciary duties under applicable Law, as modified by the NSH LLC Agreement and (ii) prior to furnishing any Non-Public Information to such Receiving Party, NSH receives from such Person (or has received from such Person) Receiving Party an executed Acceptable Confidentiality Agreement; provided. NSH agrees that any breach of the restrictions or obligations set forth in this Section 6.6 by NSH or any of its Subsidiaries or, to the extent directed by NSH or any of its Subsidiaries, any of its and their Representatives shall be a breach of this Section 6.6 by NSH. (b) Prior to obtaining NSH Unitholder Approval, NSH may provide any Receiving Party with any non-public information or data pertaining to NSH, the Partnership or any of their respective Subsidiaries (the “Non-Public Information”) only if NSH has not intentionally and materially breached this Section 6.6 and then only if (i) the NSH Board determines in good faith, after consultation with its outside legal counsel and financial advisors that the Company provision of such Non-Public Information to the Receiving Party is reasonably likely to result in a Superior Proposal and (ii) NSH shall have first (A) required the Receiving Party to execute a Confidentiality Agreement, (B) furnished a copy of such Confidentiality Agreement to the Partnership and (C) notified the Partnership of the identity of such Receiving Party. NSH shall promptly (and in any event within twenty-four (24) 48 hours) provide or make available to Parent and Merger Sub the Partnership any material nonNon-public information Public Information concerning the Company NSH or any of its Subsidiaries that is provided or made available to any Person given such access that Receiving Party pursuant to this Section 6.6 which was not previously provided or made available to Parent the Partnership. The Partnership shall provide to NSH and any Receiving Party that has executed a Confidentiality Agreement any Non-Public Information relating to the Partnership that NSH reasonably requests in connection with exercising its rights under this Section 6.6. (c) Except as otherwise provided in this Section 6.6(c), and without prejudice to NSH’s right to terminate this Agreement in order to accept a Superior Proposal pursuant to Section 8.1(d), the NSH Board shall not (i) (A) withdraw, modify or Merger Subqualify, or propose publicly to withdraw, modify or qualify, in a manner adverse to the Partnership, the NSH Recommendation, (B) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (C) fail to include the NSH Recommendation in the Proxy Statement, (D) if any Acquisition Proposal has been made public, fail to issue a press release recommending against such Acquisition Proposal and reaffirming the NSH Recommendation, if requested by the Partnership in writing, within the earlier of (x) ten (10) Business Days of such written request, and (y) two (2) Business Days before the NSH Meeting; and provided, however, that the Partnership may only make such request once with respect to any Acquisition Proposal unless such Acquisition Proposal is materially modified in which case the Partnership may make such request once each time such material modification is made or (E) resolve, publicly propose or agree to do any of the foregoing (any action described in this clause (i) being referred to as an “NSH Change in Recommendation”); or (ii) engage inexcept for a Confidentiality Agreement, approve, adopt or recommend, or publicly propose to approve, adopt or recommend, or allow NSH or any of its Subsidiaries to execute or enter into, continue or otherwise participate any letter of intent, memorandum of understanding, agreement in any discussions or negotiations withprinciple, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or otherwise cooperate with, assist, participate in, facilitate other similar contract or encourage efforts by, any Persons tender or groups of Persons (or Representatives of Persons) that have made, are seeking to make, have informed the Company of an intention to make, or have publicly announced an intention to make, any proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal; provided, that during the Go-Shop Period, the Company shall not disclose any material non-public information regarding the Company pursuant to the foregoing clauses (i) and (ii) without first entering into an Acceptable Confidentiality Agreement with the intended recipient thereof (but for the avoidance of doubt, the Company shall not be required to enter into an Acceptable Confidentiality Agreement with any Representatives of such intended recipient) and shall promptly (and in any event within twenty-four (24) hours) provide written notice to Parent and Merger Sub of the execution of an Acceptable Confidentiality Agreement with any Person during the Go-Shop Period (which notice shall not be required to identify the Person entering into such Acceptable Confidentiality Agreement). No later than twenty-four (24) hours after the No-Shop Period Start Date, the Company shall provide a written notice to Parent and Merger Sub stating whether the Company Board has determined that any Person submitting an Acquisition Proposal prior to the No-Shop Period Start Date is an Excluded Party and identifying each such Excluded Party.exchange

Acquisition Proposals; Change in Recommendation. (a) GoCommencing on the sixty-Shop Periodfirst (61st) calendar day after the Proxy Statement is first filed with the SEC, none of Holdings GP, Holdings and its Subsidiaries shall, and they shall use their commercially reasonable best efforts to cause their Representatives not to, directly or indirectly, (i) knowingly initiate, solicit or encourage the submission of any Acquisition Proposal, or (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, any Acquisition Proposal. During Notwithstanding the period beginning on foregoing, but subject to the limitations in Section 6.6(b), nothing contained in this Agreement shall prohibit Holdings GP, Holdings, their Subsidiaries or any of their Representatives from furnishing any information to, including information pertaining to Inergy, or entering into or participating in discussions or negotiations with, any person that makes a solicited (prior to the 61st calendar day after the Proxy Statement is first filed with the SEC) or an unsolicited written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 6.6 (a “Receiving Party”), if (i) the Holdings GP Board, after consultation with its outside legal counsel and financial advisors, determines in good faith (A) that such Acquisition Proposal constitutes or is likely to result in a Superior Proposal, and (B) that failure to take such action would be inconsistent with its fiduciary duties under the Holdings Partnership Agreement and applicable Law and (ii) prior to furnishing any such non-public information to such Receiving Party, Holdings receives from such Receiving Party an executed Confidentiality Agreement, provided, however, that if Holdings receives an Acquisition Proposal that includes an Inergy Acquisition Proposal, Holdings may, in its discretion, respond to a Receiving Party to indicate that Holdings cannot entertain an Acquisition Proposal that includes an Inergy Acquisition Proposal. (b) Holdings may provide any Receiving Party with any non-public information or data pertaining to Inergy (the “Inergy Non-Public Information”) only if Holdings has not knowingly and intentionally breached this Section 6.6 and then only if (i) the Holdings GP Board determines in good faith, after consultation with its outside legal counsel and financial advisors that the provision of such Inergy Non-Public Information to the Receiving Party could possibly lead to a Holdings Change in Recommendation and (ii) Holdings shall have first (A) required the Receiving Party to execute a Confidentiality Agreement, which Confidentiality Agreement shall, to the extent Inergy Non-Public Information is to be furnished to the Receiving Party, expressly provide that Inergy shall be a third party beneficiary of such Confidentiality Agreement with respect to the enforcement thereof in respect of the Inergy Non-Public Information to be so furnished, (B) furnished a copy of such Confidentiality Agreement to Inergy and (C) notified Inergy of the identity of such Receiving Party. Holdings shall promptly provide or make available to Inergy any non-public information concerning Holdings or any of its Subsidiaries that is provided or made available to any Receiving Party pursuant to this Section 6.6 which was not previously provided or made available to Inergy. Inergy shall provide to Holdings and any Receiving Party that has executed a Confidentiality Agreement any Inergy Non-Public Information that Holdings reasonably requests in exercising its rights under this Section 6.6. Holdings shall not provide to any Receiving Party, and Inergy shall not be required to provide to any Receiving Party, in each case pursuant to this Section 6.6, any information pertaining to Inergy where Holdings knows that the provision of such information would (x) jeopardize the attorney-client privilege of the institution in possession or control of such information or (y) contravene any Law or binding agreement entered into prior to the date of this Agreement. (c) Except as otherwise provided in this Section 6.6(c), the Holdings GP Board shall not (1) (a) withdraw, modify or qualify in any manner adverse to Inergy the Holdings Recommendation or (b) publicly approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal (any action described in this clause (1) being referred to as a “Holdings Change in Recommendation”); or (2) approve, adopt or recommend, or publicly propose to approve, adopt or recommend, or allow Holdings or any of its Subsidiaries to execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option agreement, joint venture agreement, partnership agreement, or other similar contract or any tender or exchange offer providing for, with respect to, or in connection with, any Acquisition Proposal. Notwithstanding the foregoing, at any time prior to obtaining the Holdings Unitholder Approval, the Holdings GP Board may make a Holdings Change in Recommendation if it has concluded in good faith, after consultation with its outside legal counsel and financial advisors, that failure to make a Holdings Change in Recommendation would be inconsistent with its fiduciary duties under the Holdings Partnership Agreement and continuing until 12:01 a.m. applicable Law; provided, however, that the Holdings GP Board shall not be entitled to exercise its right to make a Holdings Change in Recommendation pursuant to this sentence unless Holdings and Holdings GP have: (New York City timew) on complied in all material respects with this Section 6.6, (x) provided to Inergy and the thirtieth Inergy Special Committee two (30th2) day after Business Days prior written notice (such notice, a “Notice of Proposed Recommendation Change”) advising Inergy that the date Holdings GP Board intends to take such action and specifying the reasons therefor in reasonable detail, including, if applicable, the terms and conditions of any Superior Proposal that is the basis of the proposed action and the identity of the Person making the proposal and contemporaneously providing a copy of all relevant proposed transaction documents for such Superior Proposal (it being understood and agreed that any amendment to the terms of any such Superior Proposal shall require a new Notice of Proposed Recommendation Change and an additional two (2) Business Day period), (y) during such two (2) Business Day period, engaged in good faith negotiations with Inergy to amend this Agreement in such a manner that obviates the need for such Holdings Change in Recommendation, which actions include, without limitation, providing such amendment(s) to this Agreement to the Holdings Conflicts Committee for its review and consideration, and (z) if applicable, provided to Inergy all materials and information delivered or made available to the Person or group of persons making any Superior Proposal in connection with such Superior Proposal (to the extent not previously provided). Any Holdings Change in Recommendation shall not change the approval of this Agreement or any other approval of the Holdings GP Board, including in any respect that would have the effect of causing any state (including Delaware) corporate takeover statute or other similar statute to be applicable to the “No-Shop Period Start Date” and transactions contemplated hereby or thereby, including the period starting from the date of Merger. Notwithstanding any provision in this Agreement until to the No-Shop Period Start Datecontrary, Inergy and Inergy GP shall maintain, and cause their Representatives to maintain, the “Go-Shop Period”)confidentiality of all information received from Holdings pursuant to this Section 6.6, subject to the Company and its Subsidiaries and their respective Representatives shall have exceptions contained in the right to:Confidentiality Agreement. (id) initiateIn addition to the obligations of Holdings set forth in this Section 6.6, solicit or knowingly facilitate or encourage any inquiry or the making of any proposal or offer that constitutes or would be reasonably be expected to lead to an Acquisition Proposal, including by providing information, whether orally or in writing (including non-public information and data) regarding the business, properties, assets, books, records and personnel of the Company and its Subsidiaries to any Person if the Company receives from such Person (or has received from such Person) an executed Acceptable Confidentiality Agreement; provided, that the Company Holdings shall as promptly as practicable (and in any event within twenty-four 24 hours after receipt) advise Inergy orally (24such oral advice to be promptly confirmed in writing) hoursof any Acquisition Proposal or any matter giving rise to a Holdings Change in Recommendation and the material terms and conditions of any such Acquisition Proposal or any matter giving rise to a Holdings Change in Recommendation (including any changes thereto) make available to Parent and Merger Sub the identity of the Person making any such Acquisition Proposal. Holdings shall keep Inergy informed on a reasonably current basis of material non-public information concerning the Company or its Subsidiaries that is provided developments with respect to any Person given such access that was not previously made available Acquisition Proposal or any matter giving rise to Parent or Merger Sub; anda Holdings Change in Recommendation. (iie) engage in, enter into, continue Nothing contained in this Agreement shall prevent Holdings or otherwise participate in any discussions or negotiations with, or otherwise cooperate with, assist, participate in, facilitate or encourage efforts by, any Persons or groups the Holdings GP Board from taking and disclosing to the holders of Persons Common Units a position contemplated by Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act (or Representatives any similar communication to limited partners) or from making any legally required disclosure to unitholders. Any “stop-look-and-listen” communication by Holdings or the Holdings GP Board to the limited partners of PersonsHoldings pursuant to Rule 14d-9(f) that have made, are seeking promulgated under the Exchange Act (or any similar communication to make, have informed the Company limited partners of an intention Holdings) shall not be considered a failure to make, or have publicly announced an intention to makea withdrawal, any proposal that constitutes, modification or would reasonably be expected to lead to, an Acquisition Proposal; provided, that during the Go-Shop Period, the Company shall not disclose any material non-public information regarding the Company pursuant to the foregoing clauses (i) and (ii) without first entering into an Acceptable Confidentiality Agreement with the intended recipient thereof (but for the avoidance of doubt, the Company shall not be required to enter into an Acceptable Confidentiality Agreement with any Representatives of such intended recipient) and shall promptly (and change in any event within twenty-four (24) hours) provide written notice manner adverse to Parent and Merger Sub Inergy of, all or a portion of the execution of an Acceptable Confidentiality Agreement with any Person during the Go-Shop Period (which notice shall not be required to identify the Person entering into such Acceptable Confidentiality Agreement). No later than twenty-four (24) hours after the No-Shop Period Start Date, the Company shall provide a written notice to Parent and Merger Sub stating whether the Company Board has determined that any Person submitting an Acquisition Proposal prior to the No-Shop Period Start Date is an Excluded Party and identifying each such Excluded PartyHoldings Recommendation.

Acquisition Proposals; Change in Recommendation. (a) Go-Shop Period. During Except as expressly permitted by this Section 8.3, at all times during the period beginning on commencing with the date execution and delivery of this Agreement and continuing until 12:01 a.m. (New York City time) on the thirtieth (30th) day after earlier to occur of the date valid termination of this Agreement (the “No-Shop Period Start Date” pursuant to Article X and the period starting from the date of this Agreement until the No-Shop Period Start Date, the “Go-Shop Period”)Effective Time, the Company shall, and shall cause its Subsidiaries and its and their respective directors and officers to, and shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives shall have the right to: , not: (iA) initiate, solicit solicit, propose, knowingly encourage or knowingly facilitate facilitate, whether publicly or otherwise, any inquiry, proposal, offer or request that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal or purposefully encourage any inquiry action with respect to any Acquisition Proposal; (B) engage in, continue or otherwise participate in any discussions (in each case, other than as reasonably necessary to clarify the making terms and conditions of any proposal or offer or notify the applicable Person or Group of the existence of the provisions of this Section 8.3(a)) or negotiations with respect to any Acquisition Proposal or any inquiry, proposal, offer or request that constitutes or would be could reasonably be expected to lead to an Acquisition Proposal, including by providing information, whether orally or in writing ; (including C) provide any non-public information and dataor data concerning the Company or its Subsidiaries to any Person (other than Public Parent, Parent, Merger Sub or their respective Representatives) regarding or Group in connection with any Acquisition Proposal or any inquiry, proposal, offer or request that could reasonably be expected to lead to an Acquisition Proposal; or (D) otherwise purposefully facilitate any effort or attempt to make or effect an Acquisition Proposal. (b) Notwithstanding anything in Section 8.3(a) to the businesscontrary, propertiesprior to the time, assetsbut not after, booksthe Requisite Company Vote is obtained, records and personnel in response to an unsolicited, bona fide written Acquisition Proposal that did not arise from or in connection with a breach of the obligations set forth in this Section 8.3 (other than an immaterial breach), the Company may: (i) provide access to non-public information concerning the Company and its Subsidiaries in response to a request to the Person or Group who made such an Acquisition Proposal; provided that (A) the Company shall implement reasonable protections for any competitively sensitive information or data provided to any such Person if who is, or whose Affiliates include, a competitor of the Company receives from or any of its Subsidiaries (as determined by the Company Board in its judgment); (B) the Person or Group receiving such information has entered into a confidentiality agreement with terms that, if taken as a whole, are not less restrictive in any material respect to such Person or Group than the terms in the Confidentiality Agreement are on Parent (it being understood that such confidentiality agreement need not contain a standstill provision or has received otherwise prohibit the making or amending of an Acquisition Proposal if such Acquisition Proposal is made directly to the Company and not publicly disclosed, but shall not include any restrictions that would reasonably be expected to restrain the Company from satisfying its obligations contemplated by this Section 8.3) (any confidentiality agreement satisfying such Person) an executed Acceptable criteria, a “Permitted Confidentiality Agreement”); provided, that and (C) the Company shall promptly (and in any event within twenty-four (24) 48 hours) make available to Parent and Merger Sub any material non-public information concerning the Company or its Subsidiaries that is provided the Company provides to any Person given such access that was not previously made available to Parent or Merger Subits Representatives; and (ii) engage in, enter into, continue or otherwise participate in any discussions or negotiations with any such Person or Group regarding such Acquisition Proposal, if (and only if) prior to taking any action described in clause (i) or this clause (ii) of this Section 8.3(b), the Company Board determines in good faith, after consultation with its financial advisor(s) and outside legal counsel, that based on the information then available, such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal. (c) The Company shall promptly (and in any event within 24 hours) notify Public Parent and Parent that it proposes to furnish or make available the Company’s non-public information or data or if it has entered into or intends to enter into discussions or negotiations as provided in Section 8.3(b). (d) Subject to Section 8.3(b), immediately following the execution of this Agreement, the Company shall, and shall cause its directors, officers and Subsidiaries to, and shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ other Representatives to, immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations, communications or other activities with, any Person (other than Public Parent, Parent, Merger Sub and their respective Representatives) in connection with or otherwise cooperate with, assist, participate in, facilitate or encourage efforts by, any Persons or groups of Persons (or Representatives of Persons) that have made, are seeking to make, have informed the Company of an intention to make, or have publicly announced an intention to make, any proposal that constitutes, or would which could reasonably be expected to lead to, to an Acquisition Proposal; providedProposal by such Person, that during the Go-Shop Period, and the Company further agrees that it shall not disclose any material promptly request that all non-public information regarding previously provided by or on behalf of the Company pursuant or any of its Subsidiaries to any Persons (other than Public Parent, Parent, Merger Sub and their respective Representatives) be promptly returned or destroyed in accordance with the terms of the applicable confidentiality agreement and immediately terminate all physical and electronic data room access previously granted to any such Persons or their Representatives. (e) Except as permitted by Section 8.3(f) and Section 8.3(g), the Company Board shall not: (i) (A) withhold, withdraw, qualify or modify (or publicly propose or resolve to withhold, withdraw, qualify or modify) the Company Board Recommendation with respect to the Merger in a manner adverse to Public Parent or Parent, (B) fail to include the Company Board Recommendation in the Proxy Statement/Prospectus, or (C) in the event any tender offer or exchange offer related to an Acquisition Proposal is commenced, fail to recommend against such tender offer or exchange offer in any position taken in accordance with Rules 14d-9 and 14e-3 under the Exchange Act within 10 Business Days after such tender offer or exchange offer is first commenced, or subsequently amended in any material respect; (ii) approve or recommend, or publicly declare advisable or publicly propose to enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, share exchange agreement, option agreement, joint venture agreement, partnership agreement or other agreement (other than a Permitted Confidentiality Agreement entered into in compliance with Section 8.3(b)) providing for any Acquisition Proposal (an “Alternative Acquisition Agreement,” and any of the actions set forth in the foregoing clauses (i) and (ii), a “Change of Recommendation”); or (iii) without first cause or permit the Company to enter into an Alternative Acquisition Agreement. (f) Notwithstanding anything to the contrary set forth in this Agreement, prior to the time the Requisite Company Vote is obtained, if there has been no breach (other than any immaterial breach) of the Company’s obligations set forth in this Section 8.3, the Company Board may: (A) effect a Change of Recommendation (1) if an (x) unsolicited, bona fide written Acquisition Proposal is received by the Company and has not been withdrawn or (y) Intervening Event has occurred, and (2) the Company Board determines in good faith, after consultation with its financial advisor(s) and outside legal counsel, that based on the information then available, a failure to effect a Change of Recommendation would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and, in the case of an Acquisition Proposal contemplated by clause (A)(1)(x) of this Section 8.3(f), that such Acquisition Proposal constitutes a Superior Proposal; or (B) cause or permit the Company or any of its Subsidiaries to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal (and the Company may enter into or cause a Subsidiary thereof to enter into such an Alternative Acquisition Agreement) or agree, authorize or commit to do so; provided, however, that no such actions may be taken unless and until: (I) the Company has given Public Parent and Parent written notice at least three Business Days in advance (the “Notice Period”), which notice shall set forth in writing that the Company Board intends to take such action and the basis therefor, and shall also include, (y) in the case of such an Acquisition Proposal, all information required by Section 8.3(i), mutatis mutandis, and (z) in the case of an Intervening Event, a reasonable description of such Intervening Event; (II) during the Notice Period, to the extent requested by Public Parent or Parent, the Company shall, and shall cause its Representatives to, negotiate in good faith with Public Parent and Parent to revise this Agreement so that conditions set forth in clause (A)(2) of this Section 8.3(f) would not be satisfied or such Alternative Acquisition Agreement contemplated by clause (B) of this Section 8.3(f) would no longer be with respect to a Superior Proposal, as applicable; and (III) at the end of the Notice Period, the Company Board shall have taken into account any revisions to this Agreement committed to by Public Parent and Parent in writing and any other information offered by Public Parent and Parent in response to the notice, and shall have thereafter determined in good faith, after consultation with outside legal counsel, that based on the information then available and after consultation with its financial advisor, a failure to effect a Change of Recommendation would continue to be inconsistent with the directors’ fiduciary duties under applicable Law, or that such Alternative Acquisition Agreement contemplated by clause (B) of this Section 8.3(f) continues to be an Alternative Acquisition Agreement with respect to a Superior Proposal, as the case may be (it being understood that (y) any material revisions to any Acquisition Proposal shall be deemed to be a new Acquisition Proposal for purposes of Section 8.3(i) and this Section 8.3(f), including for purposes of the Notice Period, except that subsequent to the initial Notice Period, the Notice Period shall be reduced to two Business Days and (z) prior to or concurrently with the Company or any Subsidiary thereof entering into an Acceptable Confidentiality Alternative Acquisition Agreement with the intended recipient thereof contemplated by clause (but for the avoidance B) of doubtthis Section 8.3(f), the Company shall not be have terminated this Agreement and abandoned the Transactions pursuant to Section 10.3(b) and paid to Parent the Company Termination Fee required to enter into an Acceptable Confidentiality be paid pursuant to Section 10.5(c)). (g) Nothing set forth in this Agreement with any Representatives of such intended recipient) and shall promptly (and in any event within twenty-four (24) hours) provide written notice to Parent and Merger Sub of the execution of an Acceptable Confidentiality Agreement with any Person during the Go-Shop Period (which notice shall not be required to identify the Person entering into such Acceptable Confidentiality Agreement). No later than twenty-four (24) hours after the No-Shop Period Start Date, prohibit the Company shall provide a written notice from (i) complying with its disclosure obligations under applicable Law with regard to Parent and Merger Sub stating whether an Acquisition Proposal, including making any disclosure the Company Board has reasonably determined in good faith, after consultation with outside legal counsel, that the failure to do so would reasonably be expected to be inconsistent with its fiduciary duties under applicable Law; provided, however, that if such disclosure has the substantive effect of withdrawing, qualifying or adversely modifying the Company Board Recommendation, such disclosure shall be deemed to be a Change of Recommendation and each of Public Parent and Parent shall have the right to terminate this Agreement as set forth in Section 10.4(b) unless the Company expressly reaffirms the Company Board Recommendation within ten Business Days of such disclosure; or (ii) making any Person submitting “stop, look and listen” or similar communication of the type contemplated by Rule 14d-9(f) under the Exchange Act. (h) The Company shall not release any third party from, or waive, amend or modify any provision of, or grant permission under or fail to enforce, any standstill provision in any confidentiality agreement in connection with an Acquisition Proposal prior to which the Company is a party that remains in effect following the execution of this Agreement; provided that, notwithstanding anything to the Nocontrary contained in this Agreement, if the Company Board determines in good faith, after consultation with its outside legal counsel, the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law, then the Company may waive any such standstill provision solely to the extent necessary to permit a third party to make an Acquisition Proposal in order to comply with the directors’ fiduciary duties under applicable Law. (i) The Company shall promptly (and, in any event, within 48 hours) give written notice to Public Parent and Parent if, after the date of this Agreement, (i) any inquiries, proposals or offers with respect to an Acquisition Proposal were or are received by, (ii) any non-Shop Period Start Date public information was or is requested in connection with any Acquisition Proposal from, or (iii) any discussions or negotiation with respect to an Excluded Party Acquisition Proposal were or are sought to be initiated or continued with, it or any of its Representatives, indicating, in connection with such notice, the name of such Person or group and identifying each the material terms and conditions of any proposals or offers and shall provide to Public Parent and Parent a copy (which may be redacted to the extent reasonably necessary to protect confidential information of the business or operations of the Person making such Excluded PartyAcquisition Proposal) of any written Acquisition Proposal and any other written terms or proposals made and thereafter shall keep Public Parent and Parent reasonably informed, on a current basis (and, in any event, within 24 hours), of the status and material terms of any such proposals, or offers (including any material amendments thereto) and any material changes to the status of any such discussions or negotiations, including any change in the Company’s intentions as previously notified.