Common use of No Shop Clause in Contracts

No Shop. Until the Call Period has expired without the Call Option having been exercised, or this Agreement has been terminated in accordance with its terms: (i) neither the Company nor Protiva will, nor will the Company or Protiva authorize or permit any of their respective officers, directors, Affiliates or employees, or any investment banker, attorney or other advisor or representative retained by them to directly or indirectly, (A) solicit, initiate or induce the making, submission or announcement of any Acquisition Proposal, (B) participate in any discussions or negotiations regarding, or furnish to any Person any “non-public” information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (C) engage in discussions with any Person with respect to an Acquisition Proposal, except as to disclose the existence of these provisions, including in response to any initial unsolicited expression of an Acquisition Proposal, (D) endorse or recommend any Acquisition Proposal, or (E) enter into any letter of intent or document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; and (ii) the Company and Protiva will promptly notify Monsanto Canada of the receipt after the Effective Date of any proposal relating to an Acquisition Proposal or of any request for information relating to the Company or for access to the properties, books or records of the Company by any Person who has informed the Company or Protiva that such Person is considering making, or has made, an Acquisition Proposal, and the Company and Protiva will promptly provide Monsanto Canada with a summary of any documents received relating to an Acquisition Proposal and will keep Monsanto Canada informed regarding the status and details of any such Acquisition Proposal. “Acquisition Proposal” means any offer or proposal relating to any Acquisition Transaction. “Acquisition Transaction” means (1) any transaction or series of related transactions, other than the transactions contemplated by this Agreement, involving the purchase of all or a majority of the units or equity interests or assets of the Company or the purchase, acquisition, or sublicense of any right, title or interest of the Company in, to, or under the PadCo-Protiva License and Services Agreement, (2) any agreement to enter into a business combination with the Company, and (3) any agreement made, other than in the ordinary course of business, with regard to the Protiva Intellectual Property that would result in the transfer of the Protiva License from the Company to a third Person. For the avoidance of doubt, (x) an offer or proposal relating to purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Proposal or (y) the purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Transaction.

No Shop. Until the Call Period has expired without the Call Option having been exercisedEach of Carnival and P&O Princess agrees that, or subject to Section 4.2.3 and except as expressly contemplated by this Agreement has been terminated in accordance with its terms: (i) Agreement, neither the Company it nor Protiva will, nor will the Company or Protiva authorize or permit any of their respective its Subsidiaries nor any of the officers or directors of it or its Subsidiaries shall, and that it shall direct and use its reasonable best efforts to cause its and its Subsidiaries' officers, directors, Affiliates or employees, or any investment bankerbankers, attorney attorneys, accountants, financial advisors, agents or other advisor or representative retained by them representatives (collectively, with respect to each of Carnival and P&O Princess, such Person's "Representatives") not to, directly or indirectly, (A) initiate, solicit, initiate encourage or induce the making, submission or announcement of any Acquisition Proposal, (B) participate in any discussions or negotiations regarding, or furnish to any Person any “non-public” information with respect to, or take any other action to otherwise facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (C) engage in discussions with any Person offer by a third party with respect to a merger, takeover, reorganization, share exchange, scheme of arrangement, dual-holding company transaction, consolidation or similar transaction involving Carnival or P&O Princess, or any purchase of or joint venture (or similar arrangement) involving, or offer to purchase or enter into a joint venture (or similar arrangement) involving, all or 15% or more of the equity securities of Carnival or P&O Princess, as the case may be, or of its and its Subsidiaries' assets taken as a whole (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). Each of Carnival and P&O Princess further agrees that neither it nor any of its Subsidiaries nor any of its or its Subsidiaries' officers or directors shall, except as and that it shall direct and use its reasonable best efforts to disclose the existence of these provisionscause its Representatives not to, including in response directly or indirectly, have any discussions with or provide any confidential information or data to any initial unsolicited expression of an Acquisition Proposal, (D) endorse or recommend any Acquisition Proposal, or (E) enter into any letter of intent or document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; and (ii) the Company and Protiva will promptly notify Monsanto Canada of the receipt after the Effective Date of any proposal Person relating to an Acquisition Proposal or engage in any negotiations concerning an Acquisition Proposal, or otherwise facilitate any effort or attempt to make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent either Carnival or P&O Princess or its board of any request for directors from (i) negotiating with or furnishing information relating to the Company or for access to the properties, books or records of the Company by any Person who has informed made a bona fide unsolicited written Acquisition Proposal which did not result from a breach of this Section 4.2.1 (or any action that would have constituted such a breach if the Company Representatives of such Party were bound by this Section to the same extent as such Party) or Protiva that such Person is considering makingSection 6 of, or has madeany comparable no-shop provision in, an the Stockholders Deed Polls (or any action that would have constituted a breach if the Representatives (as defined in the Stockholders Deed Polls) were bound by such Section to the same extent as the Carnival Major Stockholders) (each, a "Qualifying Acquisition Proposal") or (ii) recommending a Qualifying Acquisition Proposal to its shareholders, if and only to the extent that, in each case, the board of directors of such Party determines in good faith after consultation with outside legal counsel that the failure to take such action would result in a breach of the fiduciary duties of the Board of Directors and such Qualifying Acquisition Proposal is a Superior Proposal. For purposes of this Agreement, a "Superior Proposal" means in respect of Carnival or P&O Princess, as applicable, any Qualifying Acquisition Proposal by a third party (x) on terms which the board of directors of such Party determines in its good faith judgment to be more favorable from a financial point of view to its shareholders than the Transactions after consultation with its financial advisors (which advice shall be communicated to the other Party) and after giving the other Party at least ten Business Days to respond to such third party Qualifying Acquisition Proposal, (y) which the board of directors of such Party determines in its good faith judgment to constitute a transaction that is reasonably likely to be consummated on the terms set forth, taking into account all legal, financial, regulatory and the Company other aspects of such proposal and Protiva will promptly provide Monsanto Canada with a summary of any documents received relating (z) which relates to an Acquisition Proposal and will keep Monsanto Canada informed regarding the status and details of any such Acquisition Proposal. “Acquisition Proposal” means any offer or proposal relating to any Acquisition Transaction. “Acquisition Transaction” means (1) any transaction or series of related transactions, other than the transactions contemplated by this Agreement, involving the purchase of all or at least a majority of the units or equity interests or consolidated assets of the Company by value or the purchasesecurities by voting power of such Party. Each of Carnival and P&O Princess agrees that it will immediately cease and cause to be terminated any existing activities, acquisitiondiscussions or negotiations with any Person conducted heretofore with respect to any Acquisition Proposal. Each of Carnival and P&O Princess also agrees that if it has not already done so, or sublicense it will promptly request each Person, if any, that has heretofore executed a confidentiality agreement within the 12 months prior to the date hereof in connection with its consideration of any right, title or interest of the Company in, to, or under the PadCo-Protiva License and Services Agreement, (2) any agreement to enter into a business combination with the Company, and (3) any agreement made, other than in the ordinary course of business, with regard to the Protiva Intellectual Property that would result in the transfer of the Protiva License from the Company to a third Person. For the avoidance of doubt, (x) an offer or proposal relating to purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Proposal to return or (y) the purchase destroy all confidential information heretofore furnished to such Person by or sale on behalf of Protiva it or Tekmira (including by sale any of equity, merger, asset transaction or other business combination) shall not be an Acquisition Transactionits Subsidiaries.

No Shop. Until None of TAT, Sellers or the Call Period has expired without the Call Option having been exercisedAcquired Companies shall, or this Agreement has been terminated in accordance with its terms: (i) neither the Company nor Protiva will, nor will the Company or Protiva authorize or permit any of and each shall cause their respective officers, directors, subsidiaries, partners, Affiliates or employeesand representatives not to, or any investment banker, attorney or other advisor or representative retained by them to directly or indirectly, (Aa) solicit, initiate initiate, discuss, entertain, undertake, authorize, recommend, propose, enter into or induce encourage the making, submission or announcement of any proposal or offer from any Person relating to the direct or indirect acquisition of the Shares or any portion of the assets (other than assets sold in the ordinary course of business) of the Acquired Companies (including any acquisition structured as a merger, consolidation or share exchange) (each, an “Acquisition Proposal”), or (Bb) participate in any discussions or negotiations regarding, furnish or furnish cause to be furnished to any Person any “non-public” information with respect toto the business, operations, properties or assets of the Acquired Companies or assist or participate in, or take facilitate in any other action manner any effort or attempt by any Person to facilitate pursue any inquiries Acquisition Proposal; provided, however, that the Acquired Companies’ representatives may respond to unsolicited inquiries, but solely for the purpose of communicating that TAT, Sellers and the Acquired Companies are not able to entertain the unsolicited offer. Sellers shall notify Buyer orally and in writing promptly after receipt by TAT, any Seller or the making any Acquired Company or any representatives thereof of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (C) engage in discussions with offer from any Person with respect (other than Buyer) to effect an Acquisition Proposal, except as including the material terms thereof. TAT, Sellers and the Acquired Companies shall (and each shall cause their respective subsidiaries and representatives to) immediately cease and cause to disclose the existence of these provisions, including in response to be terminated any initial unsolicited expression of an Acquisition Proposal, existing discussions or negotiations with any Persons (Dother than Buyer) endorse or recommend any Acquisition Proposal, or (E) enter into any letter of intent or document or any contract, agreement or commitment contemplating or otherwise relating conducted heretofore with respect to any Acquisition Proposal; and (ii) the Company and Protiva will promptly notify Monsanto Canada of the receipt after the Effective Date of any proposal relating to an Acquisition Proposal or of any request for information relating to the Company or for access to the properties, books or records of the Company by any Person who has informed the Company or Protiva that such Person is considering making, or has made, an Acquisition Proposal, and the Company and Protiva will promptly provide Monsanto Canada with a summary of any documents received relating to an Acquisition Proposal and will keep Monsanto Canada informed regarding the status and details of any such Acquisition Proposal. “Acquisition Proposal” means any offer or proposal relating to any Acquisition Transaction. “Acquisition Transaction” means (1) any transaction or series of related transactions, other than the transactions contemplated by this Agreement, involving the purchase of all or a majority of the units or equity interests or assets of the Company or the purchase, acquisition, or sublicense of any right, title or interest of the Company in, to, or under the PadCo-Protiva License and Services Agreement, (2) any agreement to enter into a business combination with the Company, and (3) any agreement made, other than in the ordinary course of business, with regard to the Protiva Intellectual Property that would result in the transfer of the Protiva License from the Company to a third Person. For the avoidance of doubt, (x) an offer or proposal relating to purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Proposal or (y) the purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Transaction.

No Shop. Until From the Call Period has expired without date of this Agreement until the Call Option having been exercisedClosing, or the earlier termination of this Agreement has been terminated in accordance with its terms: Article 10, the Sellers and the Company shall, and the Sellers and the Company shall cause the Company’s Subsidiaries and their Representatives to, (a) immediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal and request promptly thereafter that such Persons return or destroy all confidential information concerning the Target Companies provided by the Target Companies or their respective Representatives and (b) not to (i) neither initiate, solicit or knowingly encourage or facilitate any inquiries or the Company nor Protiva will, nor will the Company or Protiva authorize or permit any of their respective officers, directors, Affiliates or employees, or any investment banker, attorney or other advisor or representative retained by them to directly or indirectly, (A) solicit, initiate or induce the making, submission or announcement making of any proposal or offer that constitutes or could reasonably be expected to lead to an Acquisition Proposal, (Bii) engage in or otherwise participate in any discussions or negotiations regarding, or furnish provide any non-public information or data concerning any Target Company to any Person any “non-public” information with respect relating to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may could reasonably be expected to lead to, any Acquisition Proposal, (C) engage in discussions with any Person with respect to an Acquisition Proposal, except as to disclose the existence of these provisions, including in response to any initial unsolicited expression of an Acquisition Proposal, (D) endorse or recommend any Acquisition Proposal, or (Eiii) enter into any letter of intent or document or any contractintent, memorandum of understanding, acquisition agreement, merger agreement or commitment contemplating similar definitive agreement or (iv) otherwise relating knowingly facilitate any effort or attempt to any make an Acquisition Proposal; . The Sellers and (ii) the Company and Protiva will shall promptly notify Monsanto Canada Buyer in writing of the receipt after identity of each Person or group of Persons from whom the Effective Date of any proposal relating to an Acquisition Proposal or of any request for information relating to Sellers, the Company or for access their Representatives, as the case may be, received a written Acquisition proposal after the execution of this Agreement and provide to Buyer (x) a copy of any Acquisition Proposal made in writing and any other written terms or proposals provided (including financing commitments) to the propertiesSellers, books or records of the Company by any Person who has informed the Company or Protiva that such Person is considering making, or has made, an Acquisition Proposal, any of their Representatives and the Company and Protiva will promptly provide Monsanto Canada with a summary of any documents received relating to an Acquisition Proposal and will keep Monsanto Canada informed regarding the status and details of any such Acquisition Proposal. “Acquisition Proposal” means any offer or proposal relating to any Acquisition Transaction. “Acquisition Transaction” means (1) any transaction or series of related transactions, other than the transactions contemplated by this Agreement, involving the purchase of all or a majority of the units or equity interests or assets of the Company or the purchase, acquisition, or sublicense of any right, title or interest of the Company in, to, or under the PadCo-Protiva License and Services Agreement, (2) any agreement to enter into a business combination with the Company, and (3) any agreement made, other than in the ordinary course of business, with regard to the Protiva Intellectual Property that would result in the transfer of the Protiva License from the Company to a third Person. For the avoidance of doubt, (x) an offer or proposal relating to purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Proposal or (y) a written summary of the purchase or sale material terms of Protiva or Tekmira any Acquisition Proposal not made in writing (including by sale of equity, merger, asset transaction any terms proposed orally or other business combination) shall not be an Acquisition Transactionsupplementally).

No Shop. Until Prior to the Call Period has expired without Closing or termination of this Agreement, the Call Option having been exercised, or this Agreement has been terminated in accordance with its terms: (i) neither the Company nor Protiva will, nor Seller will the Company or Protiva authorize or permit any of their respective officers, directors, Affiliates or employees, or any investment banker, attorney or other advisor or representative retained by them to not directly or indirectly, and will not authorize, encourage, permit or instruct any of its Representatives or Affiliates to, directly or indirectly (Aa) solicit, initiate or induce encourage or assist in the making, submission or announcement of any Acquisition Proposal, (B) participate in any discussions or negotiations regarding, or furnish to any Person any “non-public” information with respect toof, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may could reasonably be expected to lead to, any proposal by a third party (other than the Buyer) to acquire any member of the Transferred Group or any Assets (i) through any form of recapitalization transaction involving the Transferred Group or any sale, merger, consolidation, business combination, spin-off or liquidation, (ii) through a purchase of the assets of the Transferred Group or any Assets, (iii) through a purchase of the Shares, or (iv) through any other transaction designed to acquire the business of the Transferred Group, any Assets or any part thereof (each, an “Acquisition Proposal”), (Cb) engage engage, continue or participate in any discussions with or negotiations, or provide any information to any Person with respect to an Acquisition Proposal(other than the Seller's Representatives and the Buyer), except as to disclose the existence of these provisions, including in response to any initial unsolicited expression of an Acquisition Proposal, (D) endorse or recommend regarding any Acquisition Proposal, ; or (Ec) agree to, approve, execute, enter into or become bound by any letter of intent or document other contract or understanding between or among the Seller or any contract, agreement of its Subsidiaries and any Person that is related to or commitment contemplating or otherwise relating to provides for any Acquisition Proposal; . The Seller shall, and (ii) the Company shall direct its Affiliates and Protiva will promptly notify Monsanto Canada of the receipt after the Effective Date of Representatives to, immediately cease any proposal relating to an Acquisition Proposal solicitations, discussions or of any request for information relating to the Company or for access to the properties, books or records of the Company by negotiations with any Person who (other than the Parties hereto) that has informed the Company made or Protiva that such Person is considering making, or has made, indicated an Acquisition Proposal, and the Company and Protiva will promptly provide Monsanto Canada with a summary of any documents received relating intention to make an Acquisition Proposal and will keep Monsanto Canada informed request that each such Person destroy any information regarding the status and details Transferred Group provided in connection therewith. The Seller shall promptly notify the Buyer of any such Acquisition Proposal. “Acquisition Proposal” means Proposal (but in any offer event within 48 hours of receipt thereof) received after the date hereof and prior to the Closing or proposal relating to any Acquisition Transaction. “Acquisition Transaction” means (1) any transaction or series termination of related transactions, other than the transactions contemplated by this Agreement, involving which notice shall include the purchase of all or a majority identity of the units prospective buyer or equity interests or assets soliciting party, the terms of the Company or the purchaseand any substance regarding such inquiry, acquisition, or sublicense of any right, title or interest of the Company in, to, or under the PadCo-Protiva License and Services Agreement, (2) any agreement to enter into a business combination with the Company, and (3) any agreement made, other than in the ordinary course of business, with regard to the Protiva Intellectual Property that would result in the transfer of the Protiva License from the Company to a third Person. For the avoidance of doubt, (x) an offer or proposal relating to purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Proposal or (y) the purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Transactionproposal.

No Shop. Until the Call Period has expired without the Call Option having been exercised, or this Agreement has been terminated in accordance with its terms: (i) neither the Company nor Protiva willSeller will not, nor will Seller permit any of its Affiliates or the Company or Protiva authorize or permit any of their respective officersits Subsidiaries to, directors, Affiliates or employees, or any investment banker, attorney or other advisor or representative retained by them to directly or indirectly, (Ai) solicitdiscuss, initiate negotiate, undertake, authorize, recommend, propose or induce enter into, either as the makingproposed surviving, submission merged, acquiring or announcement acquired corporation, any transaction involving a merger, consolidation, business combination, purchase or disposition of any Acquisition Proposal, amount of the assets of the Company (B) participate in any discussions or negotiations regarding, or furnish to any Person any “non-public” information with respect to, or take any other action to facilitate any inquiries or than the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (C) engage in discussions with any Person with respect to an Acquisition Proposal, except as to disclose the existence of these provisions, including in response to any initial unsolicited expression of an Acquisition Proposal, (D) endorse or recommend any Acquisition Proposal, or (E) enter into any letter of intent or document UK Land or any contract, agreement sales or commitment contemplating other dispositions of assets in the Ordinary Course of Business as permitted under this Agreement) or otherwise relating to any Acquisition Proposal; and (ii) the Company and Protiva will promptly notify Monsanto Canada of the receipt after the Effective Date of any proposal relating to an Acquisition Proposal or of any request for information relating to equity interests in the Company or for access to the properties, books or records any of the Company by any Person who has informed the Company or Protiva that such Person is considering making, or has made, an Acquisition Proposal, and the Company and Protiva will promptly provide Monsanto Canada with a summary of any documents received relating to an Acquisition Proposal and will keep Monsanto Canada informed regarding the status and details of any such Acquisition Proposal. “Acquisition Proposal” means any offer or proposal relating to any Acquisition Transaction. “Acquisition Transaction” means (1) any transaction or series of related transactions, its Subsidiaries other than the transactions contemplated by this AgreementAgreement (an “Acquisition Transaction”); (ii) facilitate, involving 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 purchase of all or a majority of the units or equity interests business, operations, properties or assets of the Company of any of its Subsidiaries in connection with an Acquisition Transaction; or the purchase, acquisition(iv) otherwise cooperate in any way with, or sublicense of assist or participate in, facilitate or encourage, any right, title effort or interest attempt by any other Person to do or seek any of the foregoing. Seller shall and shall cause the Company in, and its respective Affiliates to immediately cease and cause to be terminated any existing discussions or negotiations with any Person (other than Buyer) conducted heretofore with respect to any of the foregoing. Seller agrees not to, or under and to cause the PadCo-Protiva License Company and Services Agreementits respective Affiliates not to, (2) release any third party from the confidentiality and standstill provisions of any agreement to enter into which either (i) the Company is a business combination with party or (ii) Seller is a party and the agreement relates to the Company. Seller agrees that the rights and remedies for noncompliance with this Section 6.14 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and (3) agreed that any agreement made, other than in the ordinary course of business, with regard such breach or threatened breach shall cause irreparable injury to the Protiva Intellectual Property Buyer and that money damages would result in the transfer of the Protiva License from the Company not provide an adequate remedy to a third Person. For the avoidance of doubt, (x) an offer or proposal relating to purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Proposal or (y) the purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition TransactionBuyer.

No Shop. Until (a) From the Call Period has expired without the Call Option having been exercised, or date of this Agreement has been until the earlier of (x) the Closing Date and (y) the date this Agreement is terminated in accordance with its terms: (i) neither pursuant to ARTICLE IX, the Company nor Protiva willSeller Parties and the Acquired Companies shall not, nor will the Company or Protiva authorize or and shall not permit any of their respective officersAffiliates, directors, Affiliates or officers, employees, investment bankers, financial advisors, representatives or any investment bankeragents to, attorney or other advisor or representative retained by them to directly or indirectly, (Ai) solicitdiscuss, initiate encourage, negotiate, undertake, initiate, authorize, recommend, propose or induce the making, submission or announcement of any Acquisition Proposal, (B) participate in any discussions or negotiations regarding, or furnish to any Person any “non-public” information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead toenter into, any Acquisition Proposalbusiness combination transaction, (C) engage in discussions with any Person with respect to an Acquisition Proposalwhether by way of merger, except as to disclose the existence consolidation, business combination, purchase or disposition of these provisions, including in response to any initial unsolicited expression of an Acquisition Proposal, (D) endorse assets or recommend any Acquisition Proposal, or (E) enter into any letter of intent or document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; and (ii) the Company and Protiva will promptly notify Monsanto Canada equity interests of the receipt after the Effective Date of any proposal relating to an Acquisition Proposal Acquired Companies or of any request for information relating to the Company or for access to the properties, books or records of the Company by any Person who has informed the Company or Protiva that such Person is considering making, or has made, an Acquisition Proposal, and the Company and Protiva will promptly provide Monsanto Canada with a summary of any documents received relating to an Acquisition Proposal and will keep Monsanto Canada informed regarding the status and details of any such Acquisition Proposal. “Acquisition Proposal” means any offer or proposal relating to any Acquisition Transaction. “Acquisition Transaction” means (1) any transaction or series of related transactionsotherwise, other than the transactions contemplated by this AgreementAgreement (an “Acquisition Transaction”), involving (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 purchase of all or a majority of the units or equity interests business, operations, properties or assets of the Company Acquired Companies in connection with an Acquisition Transaction or the purchase, acquisition(iv) otherwise cooperate in any way with, or sublicense of assist or participate in, facilitate or encourage, any right, title effort or interest attempt by any other Person to do or seek any of the Company in, to, or under the PadCo-Protiva License and Services Agreement, (2) any agreement to enter into a business combination with the Company, and (3) any agreement made, other than in the ordinary course of business, with regard to the Protiva Intellectual Property that would result in the transfer of the Protiva License from the Company to a third Personforegoing. For the avoidance of doubt, nothing in this Agreement shall preclude the Seller Parties or their respective Affiliates, directors, officers, employees, investment bankers, financial advisors, representatives or agents from discussing, encouraging, negotiating, undertaking, initiating, soliciting, seeking, authorizing, recommending, proposing, entering into or taking any of the other actions contemplated by clauses (xi) an offer through (iv) of the immediately preceding sentence or proposal continuing to do any of the foregoing with respect to any transaction involving a merger, consolidation, business combination, recapitalization, liquidation, dissolution, purchase or disposition of any of the assets of, or relating to purchase or sale any business of, the Seller Parties other than the Acquired Companies and the assets of Protiva or Tekmira the Business; provided that (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Proposal or (yA) the purchase Persons (other than the Seller Parties) involved in such actions are advised of the existence of this Agreement, the Mergers and the other transactions contemplated by this Agreement and (B) no confidential information is, directly or sale indirectly, furnished or made available to any Person in connection with or in contemplation of Protiva or Tekmira (including by sale any of equity, merger, asset transaction or other business combination) shall not be an Acquisition Transactionthe foregoing activities.

No Shop. Until During the Call Period has expired without period beginning on the Call Option having been exercisedEffective Date and continuing until the earlier of (i) the NTP Date and (ii) the termination of this Agreement in accordance with Section 20.9, or and, if this Agreement has been terminated in accordance with its terms: Section 1.11(b) due to Contractor's failure to satisfy the conditions set forth in Part A of Section 1 of Exhibit 26, for a period of *** after the termination of this Agreement (i) the “No Shop Period”), Contractor agrees that neither the Company it nor Protiva will, nor will the Company or Protiva authorize or permit any of their respective officersits Affiliates, directors, Affiliates or officers, employees, or other agents or representatives *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (including any investment bankerbanking, attorney legal or other advisor or representative accounting firm retained by them to any of them, and any individual member or employee thereof) (each such Person a “Representative”) shall, and that it shall direct its and their respective representatives not to, directly or indirectly, (Ai) solicit, initiate or induce knowingly facilitate or encourage any inquiry with respect to, or the making, submission or announcement of of, any Acquisition Alternative Proposal, (Bii) participate in any negotiations or substantive discussions or negotiations regardingregarding an Alternative Proposal with, or furnish to any Person any “non-public” public information with respect toor access to its properties, books, records or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead personnel to, any Acquisition person that has made or, to Contractor's knowledge, is considering making an Alternative Proposal, (Ciii) continue, resume or engage in discussions regarding an Alternative Proposal with any Person with respect person that has made or, to Contractor's knowledge, is considering making an Acquisition Alternative Proposal, except to notify such person as to disclose the existence of these provisionsthe provisions of this Section 1.11(c), including in response to (iv) approve, endorse, cooperate with or recommend any initial unsolicited expression of an Acquisition Alternative Proposal, (D) endorse or recommend any Acquisition Proposal, or (Ev) enter into any letter of intent or document agreement in principle or any contract, agreement or commitment contemplating understanding, oral or written, providing for any Alternative Proposal, or (vi) otherwise relating to cooperate with, or assist or participate in, or knowingly facilitate or encourage any Acquisition Proposal; and (ii) the Company and Protiva will promptly notify Monsanto Canada of the receipt after the Effective Date of any proposal relating to an Acquisition Proposal effort or of any request for information relating to the Company or for access to the properties, books or records of the Company attempt by any Person who has informed the Company or Protiva that such Person is considering making, or has made, an Acquisition Proposal, and the Company and Protiva will promptly provide Monsanto Canada with a summary of any documents received relating to an Acquisition Proposal and will keep Monsanto Canada informed regarding the status and details of any such Acquisition Proposal. “Acquisition Proposal” means any offer or proposal relating to any Acquisition Transaction. “Acquisition Transaction” means (1) any transaction or series of related transactions, other than the transactions contemplated by this Agreement, involving the purchase of all or a majority of the units or equity interests or assets of the Company or the purchase, acquisition, or sublicense of any right, title or interest of the Company in, Owner) with respect to, or under the PadCo-Protiva License and Services Agreementwhich would reasonably be expected to result in, (2) any agreement to enter into a business combination with the Companyan Alternative Proposal. Contractor shall promptly inform its Representatives, and (3) shall cause its Affiliates and other Representatives promptly to inform their respective representatives, of the obligations under this Section 1.11(c). During the No Shop Period, Contractor shall notify Owner immediately if any agreement madeinquiries, proposals or offers related to an Alternative Proposal are received by, any information or data is requested from, or any negotiations or discussions related to an Alternative Proposal are sought to be initiated or continued with, Contractor or any of its Affiliates or any of their respective directors, officers, employees and Affiliates or, to Contractor's Knowledge, any other than in representative, and such notice shall include copies of any letters, proposals or other communications received, as well as the ordinary course details of business, with regard such Alternative Proposal. Notwithstanding anything herein to the Protiva Intellectual Property that would result in the transfer of the Protiva License from the Company to a third Person. For the avoidance of doubtcontrary, (x) an offer or proposal relating to purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combinationthis Section 1.11(c) shall not be an Acquisition Proposal or (y) apply after the purchase or sale date of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Transactiontermination in accordance with Section 20.9.

No Shop. Until During the Call Period has expired without the Call Option having been exercisedPre-Closing Period, or this Agreement has been terminated in accordance with its terms: (i) neither the Company Company, on the one hand, nor Protiva Acquiror, on the other hand, will, nor and such Persons will the Company or Protiva authorize or permit any direct, and use reasonable best efforts to cause, each of their respective members, officers, directors, Affiliates or Affiliates, managers, consultants, employees, or any investment bankerRepresentatives and agents not to, attorney or other advisor or representative retained by them to directly or indirectly, (Ai) encourage, solicit, initiate or induce the makinginitiate, submission or announcement of any Acquisition Proposalengage, (B) participate in any participate, enter into discussions or negotiations regardingwith any Person concerning any Alternative Transaction, (ii) take any other action intended or designed to facilitate the efforts of any Person relating to a possible Alternative Transaction or (iii) approve, recommend or enter into any Alternative Transaction or any Contract related to any Alternative Transaction. In the event that there is an unsolicited proposal for, or furnish an indication of interest in entering into, an Alternative Transaction (including any revision, modification or follow-up with respect thereto), communicated in writing to the Company or Acquiror or any of their respective Representatives or agents (each, an “Alternative Proposal”), such party will as promptly as practicable (and in any event within one Business Day after receipt) advise the other Party orally and in writing of such Alternative Proposal and the material terms and conditions of such Alternative Proposal (including any changes thereto) and the identity of the Person making such Alternative Proposal; provided, however, that nothing in the foregoing clause shall restrict the Company or its Affiliates or Representatives during the Pre-Closing Period from disclosing to its stockholders any “non-public” information unsolicited proposal received in connection with any Alternative Proposal if the Company Board determines that the failure of the Company to take such action would be inconsistent with its fiduciary duties under applicable Law. Each of Acquiror and the Company will immediately cease and cause to be terminated, and will direct their respective Affiliates and all of their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any persons conducted heretofore with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to could lead to, any Acquisition an Alternative Proposal, (C) engage in discussions with any Person with respect to an Acquisition Proposal, except as to disclose the existence of these provisions, including in response to any initial unsolicited expression of an Acquisition Proposal, (D) endorse or recommend any Acquisition Proposal, or (E) enter into any letter of intent or document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; and (ii) the Company and Protiva will promptly notify Monsanto Canada of the receipt after the Effective Date of any proposal relating to an Acquisition Proposal or of any request for information relating to the Company or for access to the properties, books or records of the Company by any Person who has informed the Company or Protiva that such Person is considering making, or has made, an Acquisition Proposal, and the Company and Protiva will promptly provide Monsanto Canada with a summary of any documents received relating to an Acquisition Proposal and will keep Monsanto Canada informed regarding the status and details of any such Acquisition Proposal. “Acquisition Proposal” means any offer or proposal relating to any Acquisition Transaction. “Acquisition Transaction” means (1) any transaction or series of related transactions, other than the transactions contemplated by this Agreement, involving the purchase of all or a majority of the units or equity interests or assets of the Company or the purchase, acquisition, or sublicense of any right, title or interest of the Company in, to, or under the PadCo-Protiva License and Services Agreement, (2) any agreement to enter into a business combination with the Company, and (3) any agreement made, other than in the ordinary course of business, with regard to the Protiva Intellectual Property that would result in the transfer of the Protiva License from the Company to a third Person. For the avoidance of doubt, (x) an offer or proposal relating to purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Proposal or (y) the purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Transaction.

No Shop. Until Each SELLER and each Shareholder agrees that, from the Call Period has expired without ------- date hereof and until the Call Option having been exercised, first to occur of the Closing or the termination of this Agreement has been terminated in accordance with its terms: (i) neither the Company nor Protiva Article 15, no SELLER, none of such SELLER's respective officers or directors and no Shareholder will, nor and each SELLER and each Shareholder will the Company or Protiva authorize or permit any direct and use their best efforts to cause each of their respective officersrepresentatives not to, directorsinitiate, Affiliates solicit, encourage or employeesrespond to, or any investment banker, attorney or other advisor or representative retained by them to directly or indirectly, (A) solicit, initiate or induce the making, submission or announcement of any Acquisition Proposal, (B) participate in any discussions or negotiations regarding, or furnish to any Person any “non-public” information with respect to, or take any other action to facilitate any inquiries or the making or implementation of any proposal that constitutes, or may reasonably be expected offer (including any proposal or offer to lead to, any Acquisition Proposal, (Cthe Shareholders) engage in discussions with any Person with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, a SELLER (any such proposal or offer being an "Acquisition Proposal, except as to disclose the existence ") or provide any Confidential Information respecting any SELLER or BUYER or any affiliate of these provisions, including in response to any initial unsolicited expression of an Acquisition Proposal, (D) endorse or recommend any Acquisition ProposalBUYER to, or (E) enter into engage in any letter of intent activities or document have any discussions or negotiations with, any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; and (ii) the Company and Protiva will promptly notify Monsanto Canada of the receipt after the Effective Date of any proposal Person relating to an Acquisition Proposal or of otherwise facilitate any request for information relating effort or attempt to the Company make or for access to the properties, books or records of the Company by any Person who has informed the Company or Protiva that such Person is considering making, or has made, implement an Acquisition Proposal. Each SELLER and each Shareholder will: (a) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, and each will take the Company and Protiva will promptly provide Monsanto Canada with a summary of any documents received relating steps necessary to an Acquisition Proposal and will keep Monsanto Canada informed regarding the status and details of any inform such Acquisition Proposal. “Acquisition Proposal” means any offer or proposal relating to any Acquisition Transaction. “Acquisition Transaction” means (1) any transaction or series of related transactions, other than the transactions contemplated by this Agreement, involving the purchase of all or a majority Persons of the units or equity interests or assets of the Company or the purchase, acquisition, or sublicense of any right, title or interest of the Company in, to, or under the PadCo-Protiva License and Services Agreement, (2) any agreement to enter into a business combination with the Companyobligations undertaken in this Section 9.10, and (3b) notify BUYER immediately if any agreement madesuch inquiries or proposals are received by, other than in the ordinary course of businessany such information is requested from, with regard or any such discussions or negotiations are sought to the Protiva Intellectual Property that would result in the transfer of the Protiva License from the Company to a third Person. For the avoidance of doubtbe initiated or continued with, (x) an offer any SELLER or proposal relating to purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Proposal or (y) the purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Transactionany Shareholder.

No Shop. Until (a) In consideration of the Call substantial time and expense to Buyer in analyzing the Business and the Purchased Assets, conducting its due diligence investigation, and preparing the Transaction Documents, for the Covered Period has expired without the Call Option having been exercised(defined below), or this Agreement has been terminated in accordance with its terms: (i) neither the Company nor Protiva willSeller, Shareholders, nor will the Company or Protiva authorize or permit any of their respective officersAffiliates, directors, Affiliates or employeesRepresentatives, or any investment bankertheir respective equity owners shall, attorney or other advisor or representative retained by them to directly or indirectly, (A) solicitwithout the prior written consent of Buyer, contact, respond to, negotiate with, or initiate or induce the making, submission or announcement of any Acquisition Proposal, (B) participate in any discussions or negotiations regarding, or furnish to any Person any “non-public” information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (C) engage in discussions with any Person with respect to an Acquisition Proposalperson, except as to disclose the existence of these provisionscorporation, including in response to any initial unsolicited expression of an Acquisition Proposal, (D) endorse or recommend any Acquisition Proposalpartnership, or other entity (Eother than Buyer) enter into any letter regarding (i) the sale or other disposition of intent all or document or any contractsubstantially all of Seller’s assets, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; and (ii) the Company and Protiva will promptly notify Monsanto Canada of the receipt after the Effective Date issuance, sale or other dispossessory or other dilutive action involving of any proposal relating to an Acquisition Proposal capital stock or other equity interests in Seller, (iii) the merger or consolidation of Seller with or into any request for information relating to the Company or for access to the properties, books or records of the Company by any Person who has informed the Company or Protiva that such Person is considering makingother entity, or has made, an Acquisition Proposal, and (iv) the Company and Protiva will promptly provide Monsanto Canada with a summary of any documents received relating to an Acquisition Proposal and will keep Monsanto Canada informed regarding the status and details of any such Acquisition Proposal. “Acquisition Proposal” means any offer or proposal relating to any Acquisition Transaction. “Acquisition Transaction” means (1) any transaction or series of related transactions, other than the transactions contemplated by this Agreement, involving the purchase management of all or a majority any material portion of the units Business or equity interests Seller’s assets. Upon receipt during the Covered Period of any communication to any Seller Party from any corporation, partnership, person, or assets other entity regarding any transaction described in clauses (i)-(iv) of the Company or previous sentence, Seller Representative shall promptly provide written notice to Buyer of such communication, identifying the purchasecommunicant (each, acquisitiona “Soliciting Party”) and the subject matter and substance of the communication. Seller Representative also shall promptly inform the Soliciting Party that Seller is not free to discuss the matter and that any further effort to do so would interfere with Seller’s obligations under an existing contract. Notwithstanding the preceding sentences of this Section 4.11, the term “Soliciting Party” shall not include any corporation, partnership, person, or sublicense other entity with whom Seller has previously entered into a confidentiality or nondisclosure agreement for the purposes of discussing any right, title or interest transaction described in clauses (i)-(iv) prior to the commencement of the Company in, to, or under Covered Period; provided that Seller shall deliver the PadCo-Protiva License and Services Agreement, (2) any agreement to enter into a business combination with the Company, and (3) any agreement made, other than written notice required in the ordinary course of business, with regard previous sentence (including all information therein to the Protiva Intellectual Property that would result in the transfer of the Protiva License extent permissible under any applicable confidentiality or nondisclosure agreement) with respect to such unsolicited communication from the Company to a third Personany such party. For purposes of this Section 4.11, the avoidance of doubt, (x) an offer or proposal relating to purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Proposal or (y) the purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Transaction.term “

No Shop. Until During the Call Period has expired without the Call Option having been exercisedInterim Period, or this Agreement has been terminated in accordance with its terms: (i) neither the Company nor Protiva willSeller Parent and Sellers shall not take, nor will the Company or Protiva authorize or shall they permit any of their respective officers, directors, Affiliates (including any Purchased Company or employeesthe Purchased Subsidiary), or their or their Affiliates’ Representatives (including attorneys and financial advisors) to take, any investment bankeraction to encourage, attorney or other advisor or representative retained by them to directly or indirectly, (A) solicit, initiate or induce the making, submission or announcement of any Acquisition Proposal, (B) participate engage in any discussions or negotiations regardingwith, enter into any agreement, letter of intent, memorandum of understanding or similar instrument with, or furnish to any Person information or materials regarding any “non-public” information with respect toPurchased Company, or take any other action to facilitate any inquiries the Purchased Subsidiary or the making of any proposal that constitutes, or may reasonably be expected to lead Business to, any Acquisition ProposalPerson (other than Buyer or any of its Affiliates), in any such case, concerning the potential acquisition of the Purchased Equity Interests or any of the material assets of the Business (C) engage in discussions with any Person with respect to an Acquisition Proposal, except as to disclose the existence of these provisions, including in response to any initial unsolicited expression of an Acquisition Proposal, (D) endorse or recommend any Acquisition Proposalother than Excluded Assets), or any merger, amalgamation, business combination or similar transaction involving any Purchased Company or the Purchased Subsidiary (E) enter into any letter each such acquisition transaction, an “Acquisition Transaction”); provided, however, that Buyer hereby acknowledges that prior to the date of intent or document or any contractthis Agreement, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; Seller Parent and (ii) the Company and Protiva will promptly notify Monsanto Canada of the receipt after the Effective Date of any proposal relating to an Acquisition Proposal or of any request for Sellers have provided information relating to the Company or for Business and have afforded access to the propertiesto, books or records of the Company by any Person who has informed the Company or Protiva and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person is considering making, or has made, to form a basis for an Acquisition ProposalTransaction without any breach by Seller Parent or Sellers of this Section 5.06. Notwithstanding the foregoing, Seller Parent and Sellers may respond to any unsolicited proposal regarding an Acquisition Transaction by indicating that Seller Parent and Sellers are subject to an exclusivity agreement. In the Company and Protiva will promptly provide Monsanto Canada with a summary event of any documents received relating to an Acquisition Proposal and will keep Monsanto Canada informed regarding the status and details of any such Acquisition Proposal. “Acquisition Proposal” means any offer or proposal relating to any Acquisition Transaction. “Acquisition Transaction” means (1) any transaction or series of related transactions, other than the transactions contemplated by this Agreement, involving the purchase of all or a majority of the units or equity interests or assets of the Company or the purchase, acquisition, or sublicense of any right, title or interest of the Company in, to, or under the PadCo-Protiva License and Services Agreement, (2) any agreement to enter into a business combination with the Company, and (3) any agreement made, other than in the ordinary course of business, with regard to the Protiva Intellectual Property that would result in the transfer of the Protiva License from the Company to a third Person. For the avoidance of doubt, (x) an offer or proposal relating to purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Proposal or (y) the purchase or sale of Protiva or Tekmira (including by sale of equityassets, merger, asset amalgamation, business combination or similar transaction involving Seller Parent or any Seller, the result of which would be a change of control of Seller Parent or any such Seller, Seller Parent shall ensure that the acquirer of such control in such transaction assume all of Seller Parent’s or such Seller’s (as the case may be) obligations under this Agreement without any modification thereof, other business combination) shall not than as may be an Acquisition Transactionagreed by Buyer in its sole discretion.

No Shop. Until Prior to the Call Period has expired without the Call Option having been exercisedClosing Date, or this Agreement has been terminated in accordance with its termsCineplex Odeon agrees that: (ia) neither the Company nor Protiva willit, nor will the Company or Protiva authorize or permit any of their respective its Subsidiaries, and none of the officers, directors, Affiliates or employees, or agents and representatives thereof (including, without limitation, any investment banker, attorney or other advisor accountant retained thereby), shall initiate, solicit or representative retained by them to encourage, directly or indirectly, (A) solicit, initiate or induce the making, submission or announcement of any Acquisition Proposal, (B) participate in any discussions or negotiations regarding, or furnish to any Person any “non-public” information with respect to, or take any other action to facilitate any inquiries or the making or implementation of any proposal that constitutesor offer (including, without limitation, any proposal or offer to its stockholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or may reasonably be expected any purchase of all or any significant portion of the assets or (except with respect to lead the exercise of stock options issued pursuant to the terms of the Cineplex Odeon Stock Option Plan) any equity securities of Cineplex Odeon or any of Cineplex Odeon's Significant Subsidiaries (any such proposal or offer being hereinafter referred to as an "Alternative Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 6.10; and (c) it will notify the other parties without unnecessary delay if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with it; provided, however, that nothing contained in this Section 6.10 shall prohibit the Board of Directors of Cineplex Odeon from, prior to the time at which the shareholders of Cineplex Odeon approve the Arrangement and the transactions contemplated thereby at the Cineplex Odeon Meeting, (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire such party pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Alternative Proposal is, in the opinion of the financial advisor to Cineplex Odeon, financially superior to the Transactions, (B) the third party making such Alternative Proposal has demonstrated that the consideration necessary for the Acquisition ProposalProposal is likely to be available (as reasonably determined in good faith by the Special Committee after consultation with its financial advisors), (C) engage the Board of Directors of Cineplex Odeon shall reasonably conclude in discussions good faith, after considering applicable provision of law, on the basis of oral or written advice of outside counsel, that such action may be required for the Board of Directors to comply with any Person with respect its fiduciary duties to an Acquisition Proposal, except as to disclose the existence of these provisions, including in response to any initial unsolicited expression of an Acquisition Proposalstockholders imposed by law, (D) endorse or recommend any Acquisition Proposalprior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Cineplex Odeon provides written notice to LTM to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (E) enter into any letter Cineplex Odeon or its representative receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such person or entity than the terms of intent or document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposalthe Confidentiality Agreements; and (ii) to the Company extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Cineplex Odeon shall notify LTM orally and Protiva will promptly notify Monsanto Canada in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal and the identity of the person making it), by the close of business on the business day following the receipt after the Effective Date of any proposal relating to an Acquisition Proposal or of any request for information relating to the Company or for access to the properties, books or records of the Company thereof by any Person who has informed the Company or Protiva that such Person is considering making, or has made, an Acquisition ProposalCineplex Odeon, and the Company and Protiva will promptly provide Monsanto Canada with a summary shall keep LTM informed of any documents received relating to an Acquisition Proposal and will keep Monsanto Canada informed regarding the status and details of any such Acquisition Proposal. “Acquisition Proposal” means any inquiry, offer or proposal relating to any Acquisition Transaction. “Acquisition Transaction” means (1) any transaction or series proposal, and shall give LTM one business day's advance notice of related transactions, other than the transactions contemplated by this Agreement, involving the purchase of all or a majority of the units or equity interests or assets of the Company or the purchase, acquisition, or sublicense of any right, title or interest of the Company in, to, or under the PadCo-Protiva License and Services Agreement, (2) any agreement to enter be entered into a business combination with the Companywith, and (3) or any agreement madeinformation to be supplied to, other than in the ordinary course of businessany person making such inquiry, with regard to the Protiva Intellectual Property that would result in the transfer of the Protiva License from the Company to a third Person. For the avoidance of doubt, (x) an offer or proposal relating to purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Proposal or (y) the purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Transactionproposal. Section 6.11.

No Shop. Until Subject to the Call Period has expired without fiduciary duties of the Call Option having been exercisedBoard after receipt of the advice of the Company’s outside legal counsel, or this Agreement has been terminated in accordance with its terms: (i) neither the Company nor Protiva willshall not, nor will the Company or Protiva authorize or and shall not permit any of their respective officersits affiliates, directors, Affiliates or officers, employees, representatives or any investment bankeragents of the Company (collectively, attorney or other advisor or representative retained by them to the “Representatives”) to, directly or indirectly, (A) solicit, initiate or induce the making, submission or announcement of any Acquisition Proposal, (B) participate in any discussions or negotiations regarding, or furnish to any Person any “non-public” information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (C) engage in discussions with any Person than with respect to an Acquisition Proposalthe disposition of non-core assets of the Company, except as for a price not to disclose exceed $30,000,000 in the existence of these provisionsaggregate, including in response to any initial unsolicited expression of an Acquisition Proposalpermitted under the Credit Agreement, (Di) endorse discuss, knowingly encourage, negotiate, undertake, initiate, authorize, recommend, propose or recommend enter into, any Acquisition Proposaltransaction involving a merger, consolidation, business combination, purchase or (E) enter into disposition of any letter material amount of intent or document the assets or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; and (ii) the Company and Protiva will promptly notify Monsanto Canada capital stock of the receipt after the Effective Date of any proposal relating to an Acquisition Proposal or of any request for information relating to the Company or for access to the properties, books or records any of the Company by any Person who has informed the Company or Protiva that such Person is considering making, or has made, an Acquisition Proposal, and the Company and Protiva will promptly provide Monsanto Canada with a summary of any documents received relating to an Acquisition Proposal and will keep Monsanto Canada informed regarding the status and details of any such Acquisition Proposal. “Acquisition Proposal” means any offer or proposal relating to any Acquisition Transaction. “Acquisition Transaction” means (1) any transaction or series of related transactions, its subsidiaries other than the transactions contemplated by this Agreement, involving (ii) facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of any such alternative transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the purchase of all or a majority of the units or equity interests business, operations, properties or assets of the Company or the purchase, acquisitionany of its subsidiaries in connection with any such alternative transaction, or sublicense (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or knowingly encourage, any effort or attempt by any other Person to do or seek any of the foregoing. The Company shall (and shall cause its Representatives to) immediately cease and cause to be terminated any rightexisting discussions or negotiations with any Persons conducted heretofore with respect to any such alternative transaction, title including, without limitation, the sale of the Company’s European and rest of the world industrial energy business. This Section 7(b) shall not apply to the possible sale of businesses identified in writing by the Company to the Standby Purchasers on or interest prior to the date hereof. (c) Expense Reimbursement. The Company agrees to promptly reimburse each Standby Purchaser for all of its reasonable out-of-pocket costs and expenses and reasonable attorneys’ fees (collectively, “Expenses”) incurred by such Standby Purchaser in connection with this Agreement, its due diligence investigation of the Company in, to, or under and other activities relating to the PadCo-Protiva License and Services Agreement, (2) any agreement to enter into a business combination with transactions contemplated hereunder upon the Company, and (3) any agreement made, other than in the ordinary course ’s receipt of business, with regard to the Protiva Intellectual Property that would result in the transfer of the Protiva License from the Company to a third Person. For the avoidance of doubt, (x) an offer or proposal relating to purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Proposal or (y) the purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Transaction.all