Common use of Exclusivity; No Other Negotiations Clause in Contracts

Exclusivity; No Other Negotiations. (a) None of the CAMAC Parties shall 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 CAMAC Parties to take) directly or indirectly, any action to initiate, assist, solicit, negotiate, or encourage any offer, inquiry or proposal from any Person other than the PAPI Parties: (i) relating to the acquisition of the 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 of the CAMAC Parties to any Person who any of the CAMAC Parties (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 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 (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 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 6.7(a) above, if applicable. The CAMAC Parties will promptly (i) notify the PAPI Parties if any of the CAMAC Parties receives any proposal or inquiry or request for information in connection with an Acquisition Proposal, and (ii) notify the PAPI Parties of the significant terms and conditions of any such Acquisition Proposal including the identity of the Party making an Acquisition Proposal. (c) Notwithstanding the other provisions of this Section 6.7, from and after, March 31, 2010, the CAMAC Parties may engage in the activities described in Section 6.7(a) with respect to an Acquisition Proposal; provided, that any definitive agreement entered into by a CAMAC Party relating to an Acquisition Proposal must provide that the closing of any Acquisition Proposal be conditioned on the prior termination of this Agreement in accordance with its terms and include a provision which provides that such agreement will automatically terminate upon the Closing of the Transactions. The CAMAC Parties will promptly notify the PAPI Parties of the entry into any such definitive agreement.

Exclusivity; No Other Negotiations. (a) None of the CAMAC 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 any of the CAMAC PAPI Parties to take) directly or indirectly, any action to initiate, assist, solicit, negotiate, or encourage any offer, inquiry or proposal from any Person other than the PAPI PartiesPerson: (i) relating to the acquisition by the PAPI Parties of that Person (regardless of the Oyo Fieldstructure of any such acquisitions) or any affiliate of that Person, 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 of the CAMAC Parties to any Person who any of the CAMAC Parties (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 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 (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 CAMAC 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 6.7(a7.8(a) above, if applicable. The CAMAC PAPI Parties will promptly (i) notify the PAPI CAMAC Parties if any of the CAMAC Parties them receives any such proposal or inquiry or request for information in connection with an Acquisition Proposal, such proposal and (ii) notify the PAPI CAMAC Parties of the significant terms and conditions of any such Acquisition Proposal proposal including the identity of the Party party making an Acquisition Proposalthe proposal. (c) Notwithstanding the other provisions of this Section 6.77.8, from and after, after March 31, 2010, the CAMAC PAPI Parties may engage in the activities described in Section 6.7(a) with respect to an Acquisition Proposal7.8(a); provided, that any definitive agreement entered into by a CAMAC the PAPI Parties Party relating to an Acquisition Proposal such activities must provide that the closing of any Acquisition Proposal transaction of the type described in Section 7.8(a) be conditioned on the prior termination of this Agreement in accordance with its terms and include a provision which provides that such agreement will automatically terminate upon the Closing of the Transactionsterms. The CAMAC PAPI Parties will promptly notify the PAPI 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) None of the CAMAC Parties Except as otherwise provided for herein, Ideation 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 CAMAC Parties Ideation to take) directly or indirectly, any action to initiate, assist, solicit, negotiate, or encourage any offer, inquiry or proposal from any Person other than the PAPI PartiesPerson: (i) relating to the any acquisition of such Person or Ideation (regardless of the Oyo Field, structure of any such acquisition) 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 of the CAMAC Parties to any Person who any of the CAMAC Parties (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 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 (v) 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 Ideation or its board of directors may engage in discussions with any Person who has made an unsolicited bona fide written proposal relating to such an acquisition that the board of directors Ideation determines in good faith constitutes, or could reasonably be expected to result in, an ID Superior Proposal; provided further, that no such discussions shall limit, affect or impair the enforceability of this Agreement against Ideation prior to the termination hereof. (b) The CAMAC Parties Ideation 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 6.7(a11.5(a) above, if applicable. The CAMAC Parties Ideation will promptly (i) notify the PAPI SM Parties if any of the CAMAC Parties Ideation receives any such proposal or inquiry or request for information in connection with an Acquisition Proposal, such proposal and (ii) notify the PAPI SM Parties of the significant terms and conditions of any such Acquisition Proposal proposal including the identity of the Party party making an Acquisition Proposal. (c) the proposal. Notwithstanding the other provisions of this Section 6.711.5, from and afterafter June 30, March 31, 20102009, the CAMAC Ideation Parties may engage in the activities described in Section 6.7(a) with respect to an Acquisition Proposal11.5(a); provided, that any definitive agreement entered into by a CAMAC an Ideation Party relating to an Acquisition Proposal such activities must provide that the closing of any Acquisition Proposal transaction of the type described in Section 11.5(a) be conditioned on the prior termination of this Agreement in accordance with its terms and include a provision which provides that such agreement will automatically terminate upon the Closing of the Transactions. The CAMAC Parties will promptly notify the PAPI Parties of the entry into any such definitive agreementterms.