Common use of No Shop Clause in Contracts

No Shop. (a) Seller shall not, shall cause the Companies and their respective Representatives not to, and shall not permit the Affiliates and Representatives of Seller or the Companies to directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets of the Companies or any capital stock or other ownership interests of the Companies other than the transactions contemplated by this Agreement or otherwise not expressly prohibited by Section 6.1 hereof (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Companies in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing.

No Shop. (a) Seller The Company, Topco and the Sellers’ Representative shall not, and shall cause Topco Seller, the Companies Earthbound Group and their respective Representatives Affiliates, directors, officers, Employees, representatives and agents (collectively, the “Representatives”) not to, and shall not permit the Affiliates and Representatives of Seller or the Companies to directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether either as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets of the Companies Earthbound Group or any capital stock or other ownership interests of of, or membership interests in, the Companies Earthbound Group other than the transactions contemplated by this Agreement or otherwise not expressly prohibited by Section 6.1 hereof (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Companies Earthbound Group in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing.

No Shop. (a) Seller The Selling Stockholders and the Company shall not, shall cause the Companies and their respective Representatives not to, and shall not permit any of the Affiliates and Representatives Affiliates, directors, officers, employees, representatives or agents of Seller the Selling Stockholders or the Companies to Company (collectively, the “Representatives”) to, directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets of the Companies Company or any capital stock or other ownership interests of the Companies Company, in each case, other than the transactions contemplated by this Agreement or otherwise not expressly prohibited by Section 6.1 hereof (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Companies Company in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing.

No Shop. (a) Seller and the Controlling Shareholders shall not, shall cause the Companies and their respective Representatives not to, and shall not permit any of the Affiliates and Representatives Affiliates, directors, officers, Employees, representatives or agents of Seller or (collectively, the Companies to “Representatives”) to, directly or indirectlyindirectly from the date of this Agreement to and including December 30, 2011, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether either as the proposed surviving, merged, acquiring or acquired corporation or otherwisecorporation, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets of the Companies Purchased Assets or any capital stock or other ownership interests of the Companies Seller other than the transactions contemplated by this Agreement or otherwise not expressly prohibited by Section 6.1 hereof (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Companies Seller in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing.

No Shop. (a) Seller From the date of this Agreement until the earlier of the Closing or the termination of this Agreement, Sellers and the Company shall not, shall cause the Companies and their respective Representatives not to, and shall not permit any of the Affiliates and Representatives Affiliates, directors, officers, employees, representatives or agents of Seller Sellers or the Companies to Company (collectively, the “Representatives”) to, directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets of the Companies Company or any capital stock equity interest or other ownership interests of the Companies Company other than (A) the transactions contemplated by this Agreement and (B) any transaction involving the acquisition of one of the Sellers (or both) and/or one or more of Sellers’ Affiliates other than the Company, which such transaction or acquisition does not vitiate or otherwise not expressly prohibited by Section 6.1 hereof limit the obligations of the Sellers pursuant to this Agreement (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Companies Company in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing.

No Shop. (a) Seller The Selling Shareholders and Economy shall not, shall cause the Companies and their respective Representatives not to, and shall not permit any of the Affiliates and Representatives Companies, or any of Seller their respective Affiliates, directors, officers, employees, representatives or agents (collectively, the Companies to “Representatives’) to, directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter eater into, whether either as the proposed surviving, merged, acquiring or acquired corporation or otherwiseentity, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets of business, operations, properties, or asset relating to the Companies or any capital stock or other ownership interests of the Companies Stock other than the transactions contemplated by this Agreement or otherwise not expressly prohibited by Section 6.1 hereof (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of any of the Companies in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encouragefacilitate, any effort or attempt by any other Person to do or seek any of the foregoing.

No Shop. (a) Seller The Lawn and Garden Parties shall not, and shall cause the Companies their Affiliates and their respective Representatives not to, and shall not permit the Affiliates and Representatives of Seller or the Companies to directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether either as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets of the Companies Business, the Purchased Assets or any of the Acquired Subsidiaries or any capital stock or other ownership interests of, or membership interests in, any of the Companies Acquired Subsidiaries other than the transactions contemplated by this Agreement or otherwise not expressly prohibited by Section 6.1 hereof (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the businessBusiness, Purchased Assets, or operations, properties or assets of the Companies Business or the Acquired Subsidiaries in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing.

No Shop. (a) No Seller shall, nor shall notany Seller permit any of its Affiliates, shall cause directors, officers, Employees, representatives or agents (collectively, the Companies and their respective Representatives not “Representatives”) to, and shall not permit the Affiliates and Representatives of Seller or the Companies to directly or indirectly, (i) discusssolicit, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether either as the proposed surviving, merged, acquiring or acquired corporation or otherwiseentity, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets Purchased Assets or any material portion of the Companies or any capital stock or other ownership equity interests of the Companies any Seller other than the transactions contemplated by this Agreement or otherwise not expressly prohibited by Section 6.1 hereof (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Companies any Seller in connection with an Acquisition Transaction, Transaction or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing.

No Shop. (a) Except with respect to the possible sale by Seller shall notof the Excluded Assets, shall cause the Companies and their respective Representatives not toneither Parent nor Seller will, and shall will not permit any of the Affiliates and Representatives directors, officers, employees, representatives or agents of Seller or the Companies to Subsidiaries (collectively, the “Representatives”) to, directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether either as the proposed surviving, merged, acquiring or acquired corporation or otherwisecorporation, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets of Business or the Companies or any capital stock or other ownership interests of the Companies Purchased Assets other than the transactions contemplated by this Agreement or otherwise not expressly prohibited by Section 6.1 hereof (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties Business or assets of the Companies Purchased Assets in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing.

No Shop. (a) Seller Sellers shall not, shall cause the Companies and their respective Representatives not to, and shall not permit any of the Affiliates and Representatives Companies, or any of Seller their respective Affiliates, directors, officers, employees, representatives or agents (collectively, the Companies to "Representatives") to, directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether either as the proposed surviving, merged, acquiring or acquired corporation or otherwisecorporation, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the business, operations, properties, or assets of relating to the Companies Stations or any capital stock of a Seller or other ownership interests of the Companies a Company other than the transactions contemplated by this Agreement or otherwise not expressly prohibited by Section 6.1 hereof (an “"Acquisition Transaction”"), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of any Seller or the Companies in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encouragefacilitate, any effort or attempt by any other Person to do or seek any of the foregoing.

No Shop. (a) Seller The Sellers shall not, shall cause the Companies and their respective Representatives not to, and shall not permit the any of their Affiliates and Representatives of Seller or the Companies to to, directly or indirectly, (ia) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether either as the proposed surviving, merged, acquiring or acquired corporation or otherwisecorporation, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets of Business, the Companies Stations or the Station Assets or any capital stock or other ownership interests of the Companies a Seller other than the transactions contemplated by this Agreement or otherwise not expressly prohibited by Section 6.1 hereof (an “Acquisition Transaction”), (iib) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iiic) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Companies any Seller in connection with an Acquisition Transaction, or (ivd) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. The Sellers shall, and shall cause their Affiliates to, immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than the Purchaser) conducted heretofore with respect to any Acquisition Transaction. The Sellers shall not, and shall not permit any of their Affiliates to, directly or indirectly, release any third party from any confidentiality and standstill provisions of any agreement to which any Seller or any Affiliate of any Seller is a party and which were entered into in connection with the transactions contemplated by this Agreement.

No Shop. (a) Seller shall notNeither the Weatherford Entities nor the Schlumberger Entities (in each case, shall cause the Companies “Selling Party”) will, and will not permit any of its Subsidiaries or any of their respective Representatives not directors, officers, employees, representatives or agents (collectively, the “Representatives”) to, and shall not permit the Affiliates and Representatives of Seller or the Companies to directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether either as the proposed surviving, merged, acquiring or acquired corporation or otherwisecorporation, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets of the Companies Contributed Assets or any capital stock or other ownership interests of the Companies Selling Party other than the transactions contemplated by this Agreement or otherwise not expressly prohibited by Section 6.1 hereof (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Companies Selling Party in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing.

No Shop. (a) Seller The Significant Common Shareholders and the Company shall not, shall cause the Companies and their respective Representatives not to, and shall not permit any of their respective Affiliates, directors, officers, employees, representatives or agents (collectively, the Affiliates and Representatives of Seller or the Companies to “Representatives”) to, directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets of the Companies Company or any capital stock or other ownership interests of the Companies Company other than the transactions contemplated by this Agreement or otherwise not expressly prohibited by Section 6.1 hereof (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Companies Company in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing.

No Shop. (a) Seller The Selling Stockholders and the Company shall not, shall cause the Companies and their respective Representatives not to, and shall not permit any of the Affiliates and Representatives Affiliates, directors, officers, employees, representatives or agents of Seller the Selling Stockholders or the Companies to Company (collectively, the “Representatives”) to, directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets of the Companies Company or any capital stock or other ownership interests of the Companies Company other than the transactions contemplated by this Agreement or otherwise not expressly prohibited by Section 6.1 hereof (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Companies Company in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing.

No Shop. (a) Seller shall The Sellers and the Acquired Companies will not, shall cause the Companies and will not permit their respective Representatives not Affiliates, directors, officers, employees, representatives or agents (collectively, the "Representatives") to, and shall not permit the Affiliates and Representatives of Seller or the Companies to directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets of the Acquired Companies or any capital stock or other ownership interests of the Acquired Companies other than the transactions contemplated by this Agreement or otherwise not expressly prohibited by Section 6.1 hereof (an “"Acquisition Transaction”"), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Acquired Companies in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing.

No Shop. (a) Seller and the Company shall not, shall cause the Companies and their respective Representatives not to, and shall not permit the Affiliates and Representatives any Affiliates, directors, officers, Employees, representatives or agents of Seller or the Companies to Company (collectively, the “Representatives”) to, directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether either as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount of the assets of the Companies Company or any capital stock or other ownership interests of of, or membership interests in, the Companies Company other than the transactions contemplated by this Agreement or otherwise not expressly prohibited by Section 6.1 hereof (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Companies Company in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing.

No Shop. (a) Seller The Company shall not, shall cause the Companies and their respective Representatives not to, and shall not permit any of the Affiliates and Representatives Company Subsidiaries, Affiliates, directors, officers, employees, representatives or agents of Seller or the Companies to Company (collectively, the “Representatives”) to, directly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any transaction involving a merger, consolidation, business combination, purchase or disposition of any material amount the assets or equity securities of the assets of Company or the Companies or any capital stock or other ownership interests of the Companies Company Subsidiaries, other than the transactions contemplated by this Agreement or otherwise not expressly prohibited by as permitted pursuant to Section 6.1 hereof 7.1(b) (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Companies Company or the Company Subsidiaries in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing.