Common use of Exclusivity; No Other Negotiations Clause in Contracts

Exclusivity; No Other Negotiations. (a) The PAPI Parties shall not take (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of the PAPI Parties to take) directly or indirectly, any action to initiate, assist, solicit, negotiate, or encourage any offer, inquiry or proposal from any Person: (i) relating to the acquisition by the PAPI Parties of that Person (regardless of the structure of any such acquisitions) or any affiliate of that Person, or (ii) take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. (b) The PAPI Parties will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the actions set forth in Section 7.8(a) above, if applicable. The PAPI Parties will promptly (i) notify the CAMAC Parties if any of them receives any such proposal or inquiry or request for information in connection with such proposal and (ii) notify the CAMAC Parties of the significant terms and conditions of any such proposal including the identity of the party making the proposal. (c) Notwithstanding the other provisions of this Section 7.8, from and after March 31, 2010, the PAPI Parties may engage in the activities described in Section 7.8(a); provided, that any definitive agreement entered into by a the PAPI Parties Party relating to such activities must provide that the closing of any transaction of the type described in Section 7.8(a) be conditioned on the prior termination of this Agreement in accordance with its terms. The PAPI Parties will promptly notify the CAMAC Parties of the entry into any such definitive agreement and will promptly provide to the CAMAC Parties a true copy of such agreement.

Exclusivity; No Other Negotiations. (a) The PAPI None of the CAMAC Parties shall not take (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of any of the PAPI CAMAC Parties to take) directly or indirectly, any action to initiate, assist, solicit, negotiate, or encourage any offer, inquiry or proposal from any PersonPerson other than the PAPI Parties: (i) relating to the acquisition by the PAPI Parties of that Person (regardless of the structure Oyo Field, or any interest thereon, or any interest in and to the Contract Rights (including any acquisition structured as a merger, consolidation, share exchange or other business combination) (an “Acquisition Proposal”); (ii) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Acquisition Proposal with any of the CAMAC Parties; (iii) to participate in discussions or negotiations with or to furnish or cause to be furnished any information with respect to the CAMAC Parties or afford access to such assets and properties or books and records of any such acquisitions) of the CAMAC Parties to any Person who any of the CAMAC Parties (or any affiliate such Person acting for or on their behalf) knows or has reason to believe is in the process of that Personconsidering any Acquisition Proposal relating to any of the CAMAC Parties; (iv) to participate in any discussions or negotiations regarding, furnish any material non-public information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing, or (iiv) to take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. (b) The PAPI CAMAC Parties will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the actions set forth in Section 7.8(a6.7(a) above, if applicable. The PAPI CAMAC Parties will promptly (i) notify the CAMAC PAPI Parties if any of them the CAMAC Parties receives any such proposal or inquiry or request for information in connection with such proposal an Acquisition Proposal, and (ii) notify the CAMAC PAPI Parties of the significant terms and conditions of any such proposal Acquisition Proposal including the identity of the party Party making the proposalan Acquisition Proposal. (c) Notwithstanding the other provisions of this Section 7.86.7, from and after after, March 31, 2010, the PAPI CAMAC Parties may engage in the activities described in Section 7.8(a)6.7(a) with respect to an Acquisition Proposal; provided, that any definitive agreement entered into by a the PAPI Parties CAMAC Party relating to such activities an Acquisition Proposal must provide that the closing of any transaction of the type described in Section 7.8(a) Acquisition Proposal be conditioned on the prior termination of this Agreement in accordance with its termsterms and include a provision which provides that such agreement will automatically terminate upon the Closing of the Transactions. The PAPI CAMAC Parties will promptly notify the CAMAC PAPI Parties of the entry into any such definitive agreement and will promptly provide to the CAMAC Parties a true copy of such agreement.

Exclusivity; No Other Negotiations. (a) The PAPI Parties None of the Pypo Entities or the Pypo Shareholders shall not take (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Pypo Entities and/or any of the PAPI Parties Pypo Shareholders to take) directly or indirectly, any action to initiate, assist, solicit, negotiate, or encourage any offer, inquiry or proposal from any PersonPerson other than Middle Kingdom: (i) relating to the acquisition by of any capital stock or other voting securities of Pypo Entities or any assets of Pypo Entities other than sales of assets in the PAPI Parties ordinary course of that business (including any acquisition structured as a merger, consolidation, share exchange or other business combination) (an “Acquisition Proposal”); (ii) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Acquisition Proposal with any of the Pypo Entities and/or any Pypo Shareholders; (iii) to participate in discussions or negotiations with or to furnish or cause to be furnished any information with respect to Pypo Entities or afford access to the assets and properties or books and records of Pypo Entities to any Person (regardless other than as contemplated by Section 10.1) who any of the structure of Pypo Entities (or any such acquisitionsPerson acting for or on their behalf) knows or has reason to believe is in the process of considering any affiliate Acquisition Proposal relating to Pypo Entities; (iv) to participate in any discussions or negotiations regarding, furnish any material non-public information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of that Personthe foregoing, or (iiv) to take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. (b) The PAPI Parties will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the actions set forth in Section 7.8(a) above, if applicable. The PAPI Parties will promptly (i) notify the CAMAC Parties if any of them receives any such proposal or inquiry or request for information in connection with such proposal and (ii) notify the CAMAC Parties of the significant terms and conditions of any such proposal including the identity of the party making the proposal. (c) Notwithstanding the other provisions of this Section 7.8, from and after March 31, 2010, the PAPI Parties may engage in the activities described in Section 7.8(a); provided, that any definitive agreement entered into by a the PAPI Parties Party relating to such activities must provide that the closing of any transaction of the type described in Section 7.8(a) be conditioned on the prior termination of this Agreement in accordance with its terms. The PAPI Parties will promptly notify the CAMAC Parties of the entry into any such definitive agreement and will promptly provide to the CAMAC Parties a true copy of such agreement.

Exclusivity; No Other Negotiations. (a) The PAPI Parties None of the PAI Entities or the PAI Shareholder shall not take (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of PAI Entities and/or the PAPI Parties PAI Shareholder to take) directly or indirectly, any action to initiate, assist, solicit, negotiate, or encourage any offer, inquiry or proposal from any PersonPerson other than NCCI: (i) relating to the acquisition by of any capital stock or other voting securities of PAI Entities or any assets of PAI Entities other than sales of assets in the PAPI Parties ordinary course of that business (including any acquisition structured as a merger, consolidation, share exchange or other business combination) (an “Alternative Acquisition”); (ii) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Alternative Acquisition with any of the PAI Entities and/or any PAI Shareholders; (iii) to participate in discussions or negotiations with or to furnish or cause to be furnished any information with respect to PAI Entities or afford access to the assets and properties or books and records of PAI Entities to any Person (regardless other than as contemplated by Section 5.1) who any of the structure of PAI Entities (or any such acquisitionsPerson acting for or on their behalf) knows or has reason to believe is in the process of considering any affiliate Alternative Acquisition relating to PAI Entities; (iv) to participate in any discussions or negotiations regarding, furnish any material non-public information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of that Personthe foregoing, or (iiv) to take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. (b) The PAPI Parties will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of PAI Entities and/or the actions set forth in Section 7.8(a) above, if applicable. The PAPI Parties PAI Shareholder will promptly (i) notify the CAMAC Parties NCCI if any of them the PAI Entities and/or the PAI Shareholder receives any such proposal or inquiry or request for information in connection with such proposal an Alternative Acquisition, and (ii) notify the CAMAC Parties NCCI of the significant terms and conditions of any such proposal Alternative Acquisition including the identity of the party Party making the proposalan Alternative Acquisition. (c) Notwithstanding the other provisions of this Section 7.8, from and after March 31, 2010, the PAPI Parties may engage in the activities described in Section 7.8(a); provided, that any definitive agreement entered into by a the PAPI Parties Party relating to such activities must provide that the closing of any transaction of the type described in Section 7.8(a) be conditioned on the prior termination of this Agreement in accordance with its terms. The PAPI Parties will promptly notify the CAMAC Parties of the entry into any such definitive agreement and will promptly provide to the CAMAC Parties a true copy of such agreement.

Exclusivity; No Other Negotiations. (a) The PAPI Parties None of the HMDF Entities and the HMDF Shareholders shall not take (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained Representative by or acting for or on behalf of the PAPI Parties HMDF Entities and/or any of the HMDF Shareholders to take) directly or indirectly, any action to initiate, assist, solicit, negotiate, or encourage any offer, inquiry or proposal from any PersonPerson other than TM: (i) relating to the acquisition by the PAPI Parties of that Person (regardless any capital stock or other voting securities of any of the structure of any such acquisitions) HMDF Entities or any affiliate assets of that Personthe HMDF Entities other than sales of assets in the ordinary course of business (including any acquisition structured as a merger, consolidation, share exchange or other business combination) (an “Acquisition Proposal”); (ii) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Acquisition Proposal with any of the HMDF Entities and/or any HMDF Shareholder; (iii) to participate in discussions or negotiations with or to furnish or cause to be furnished any information with respect to any of the HMDF Entities or afford access to the assets and properties or books and records of the HMDF Entities to any Person (other than as contemplated by Section 6.1) who any of the HMDF Entities (or any such Person acting for or on their behalf) knows or has reason to believe is in the process of considering any Acquisition Proposal relating to any of the HMDF Entities; (iv) to participate in any discussions or negotiations regarding, furnish any material non-public information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing; or (v) to take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby. (b) The PAPI HMDF Parties will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the actions set forth in Section 7.8(a6.4(a) above, if applicable. The PAPI HMDF Parties will promptly (i) notify the CAMAC Parties TM if any of them the HMDF Parties receives any such proposal or inquiry or request for information in connection with such proposal an Acquisition Proposal, and (ii) notify the CAMAC Parties TM of the significant terms and conditions of any such proposal Acquisition Proposal including the identity of the party making the proposalan Acquisition Proposal. (c) Notwithstanding the other provisions of The covenants, agreements and obligations set forth in this Section 7.8, from 6.4 shall remain binding and after March 31, 2010, the PAPI Parties may engage in the activities described in Section 7.8(a); provided, that any definitive agreement entered into by a the PAPI Parties Party relating to such activities must provide that the closing of any transaction of the type described in Section 7.8(a) be conditioned on the prior termination of full force and effect unless and until this Agreement and the Transactions are terminated in accordance with its terms. The PAPI Parties will promptly notify the CAMAC Parties Section 11.1(b) of the entry into any such definitive agreement and will promptly provide to the CAMAC Parties a true copy of such agreementthis Agreement.

Exclusivity; No Other Negotiations. (a) The PAPI Parties Except as set forth in Section 10.2 of the SM Disclosure Schedule, none of the SM Entities or the SM Shareholders shall take, and each of the SM Shareholders agrees that it shall use commercially reasonable efforts to cause each such Group Company not to take (which, with respect to the SM Institutional Shareholders, shall mean the directing of such SM Institutional Shareholder’s nominee(s) on the board of directors of SM Cayman to vote against any action by a Group Company in contravention of this Section 10.2), or authorize or permit any director, officer, investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of the PAPI Parties Group Companies and/or any of the SM Shareholders to take) , directly or indirectly, any action to initiate, assist, solicit, negotiate, or encourage any offer, inquiry or proposal from any PersonPerson other than Ideation: (i) relating to the acquisition by the PAPI Parties of that Person (regardless any shares, registered capital or other equity securities of any of the structure Group Companies or any assets of any of the Group Companies other than sales of assets in the ordinary course of business (including any acquisition structured as a merger, consolidation, share exchange or other business combination) (an “Acquisition Proposal”); (ii) to reach any agreement or understanding (whether or not such acquisitionsagreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Acquisition Proposal with any of the Group Companies and/or any SM Shareholders; (iii) to participate in discussions or negotiations with or to furnish or cause to be furnished any information with respect to the Group Companies or afford access to the assets and properties or books and records of the Group Companies to any Person whom any of the Group Companies (or any affiliate such Person acting for or on their behalf) knows or has reason to believe is in the process of that Personconsidering any Acquisition Proposal relating to the Group Companies; (iv) to participate in any discussions or negotiations regarding, furnish any material non-public information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing, or (iiv) to take any other action that is inconsistent with the Transactions and that has the primary effect of avoiding the Closing contemplated hereby; provided, that SM Cayman or its board of directors may engage in discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal that the board of directors SM Cayman determines in good faith constitutes, or could reasonably be expected to result in, an SM Superior Proposal, provided however that no such discussions shall limit, affect or impair the enforceability of this Agreement against any SM Party (including the Designated Agent and the Non-signing Shareholder) prior to the termination hereof. (b) The PAPI SM Parties will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the actions set forth in Section 7.8(a10.2(a) above, if applicable. The PAPI SM Parties will promptly (i) notify the CAMAC Parties Ideation if any of them the Group Companies and/or any SM Shareholder receives any such proposal or inquiry or request for information in connection with such proposal an Acquisition Proposal, and (ii) notify the CAMAC Parties Ideation of the significant terms and conditions of any such proposal Acquisition Proposal including the identity of the party making the proposalan Acquisition Proposal. (c) Notwithstanding the other provisions of this Section 7.8, from and after March 31, 2010, the PAPI Parties may engage in the activities described in Section 7.8(a); provided, that any definitive agreement entered into by a the PAPI Parties Party relating to such activities must provide that the closing of any transaction of the type described in Section 7.8(a) be conditioned on the prior termination of this Agreement in accordance with its terms. The PAPI Parties will promptly notify the CAMAC Parties of the entry into any such definitive agreement and will promptly provide to the CAMAC Parties a true copy of such agreement.

Exclusivity; No Other Negotiations. (a) The PAPI None of the CAMAC Parties shall not take (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of any of the PAPI CAMAC Parties to take) directly or indirectly, any action to initiate, assist, solicit, negotiate, or encourage any offer, inquiry or proposal from any PersonPerson other than the CEI Parties: (i) relating to the acquisition by the PAPI Parties of that Person (regardless of the structure area covered by OML 120/121, or any interest thereon, or any interest in and to the Contract Rights (including any acquisition structured as a merger, consolidation, share exchange or other business combination) (an “Acquisition Proposal”); (ii) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Acquisition Proposal with any of the CAMAC Parties; (iii) to participate in discussions or negotiations with or to furnish or cause to be furnished any information with respect to the CAMAC Parties or afford access to such assets and properties or books and records of any such acquisitions) of the CAMAC Parties to any Person who any of the CAMAC Parties (or any affiliate such Person acting for or on their behalf) knows or has reason to believe is in the process of that Personconsidering any Acquisition Proposal relating to any of the CAMAC Parties; (iv) to participate in any discussions or negotiations regarding, furnish any material non-public information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing, or (iiv) to take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyClosing. (b) The PAPI CAMAC Parties will immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the actions set forth in Section 7.8(a6.7(a) above, if applicable. The PAPI CAMAC Parties will promptly (i) notify the CAMAC CEI Parties if any of them the CAMAC Parties receives any such proposal or inquiry or request for information in connection with such proposal an Acquisition Proposal, and (ii) notify the CAMAC CEI Parties of the significant terms and conditions of any such proposal Acquisition Proposal including the identity of the party Party making the proposalan Acquisition Proposal. (c) Notwithstanding the other provisions of this Section 7.86.7, from and after after, March 31, 20102011, the PAPI CAMAC Parties may engage in the activities described in Section 7.8(a)6.7(a) with respect to an Acquisition Proposal; provided, that any definitive agreement entered into by a the PAPI Parties CAMAC Party relating to such activities an Acquisition Proposal must provide that the closing of any transaction of the type described in Section 7.8(a) Acquisition Proposal be conditioned on the prior termination of this Agreement in accordance with its termsterms and include a provision that provides that such agreement will automatically terminate upon the Closing. The PAPI CAMAC Parties will promptly notify the CAMAC CEI Parties of the entry into any such definitive agreement and will promptly provide to the CAMAC Parties a true copy of such agreement.