Common use of No Shop Clause in Contracts

No Shop. Between the date hereof and the Closing Date (or the date of any earlier termination of this Agreement), Seller shall not, and shall cause the Ranger Subsidiary Entities and Seller Parties not to, solicit, encourage, or facilitate (including by way of providing information regarding the Property, Seller, the Ranger Subsidiary Entities or their businesses to any Person or providing access to any Person) any inquiries, discussions or proposals regarding, continue or enter into discussions or negotiations with respect to, or enter into or consummate any agreement or understanding in connection with any proposal regarding, any purchase or other acquisition of all or any portion of the Property or the assets or properties of Seller or the Ranger Subsidiary Entities or any direct or indirect interests therein (whether newly issued or currently outstanding), any merger, business combination or recapitalization involving Seller or the Ranger Subsidiary Entities, the liquidation, dissolution or reorganization of Seller or the Ranger Subsidiary Entities, or any similar transaction, and Seller shall cause its and the Ranger Subsidiary Entities’ directors, officers, employees, agents, representatives and Affiliates to refrain from any of the foregoing. Seller shall promptly notify Purchaser 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, the Property, any Ranger Subsidiary Entities, Seller or any of their respective representatives, including the nature and terms of any of the foregoing and the identity of the parties involved. Notwithstanding the foregoing, Seller shall not be prohibited from encouraging, facilitating or discussing the restructuring or liquidation of any Seller Party (other than any Ranger Subsidiary Entity) in connection with the Asset Acquisitions or the Property Acquisitions contemplated in this Agreement (including such restructurings and liquidations that may be required in order for Seller to receive its desired tax treatment with respect to such transactions) with any direct or indirect investors in Seller, any Operator or any other Seller Party.

No Shop. Between From the date hereof and until the earlier of the Closing Date (or the date of any earlier termination of this Agreement)Agreement in accordance with its terms, Seller Sellers shall not, and nor shall cause they permit any of their Affiliates (including the Ranger Subsidiary Entities and Seller Parties not Target Companies) to, solicitnor shall they authorize or permit any of their respective stockholders, encourage, or facilitate (including by way of providing information regarding the Property, Seller, the Ranger Subsidiary Entities or their businesses to any Person or providing access to any Person) any inquiries, discussions or proposals regarding, continue or enter into discussions or negotiations with respect to, or enter into or consummate any agreement or understanding in connection with any proposal regarding, any purchase or other acquisition of all or any portion of the Property or the assets or properties of Seller or the Ranger Subsidiary Entities or any direct or indirect interests therein (whether newly issued or currently outstanding), any merger, business combination or recapitalization involving Seller or the Ranger Subsidiary Entities, the liquidation, dissolution or reorganization of Seller or the Ranger Subsidiary Entities, or any similar transaction, and Seller shall cause its and the Ranger Subsidiary Entities’ directors, officers, employees, agentsrepresentatives or agents (collectively, representatives and the "Seller Representatives"), to directly or indirectly, (i) solicit, facilitate, initiate, encourage or take any action to solicit, facilitate, initiate or encourage, any inquiries or communications or the making of any proposal or offer that constitutes or may reasonably be expected to result in an Acquisition Proposal or (ii) participate or engage in any discussions or negotiations with, or provide any information to or take any other action with the intent to facilitate the efforts of, any Person concerning any possible Acquisition Proposal or any inquiry or communication which might reasonably be expected to result in an Acquisition Proposal. For purposes of this Agreement, the term "Acquisition Proposal" shall mean any inquiry, proposal or offer from any person (other than Purchaser or any of its Affiliates) relating to any merger, consolidation, recapitalization, liquidation or other direct or indirect business combination, involving any Seller or any Target Company or the issuance or acquisition of shares of capital stock or other equity securities of any Target Company or any tender or exchange offer that if consummated would result in any Person, together with all Affiliates thereof, beneficially owning shares of capital stock or other equity securities of any Seller or any Target Company, or the sale, lease, exchange, license (whether exclusive or not), or other disposition of any portion of any Business or any Transferred Asset or of the business or other assets of any Seller relating to refrain from any Business or of any Target Company, or any other transaction, the consummation of which could reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the transactions contemplated hereby. Notwithstanding the above, the term "Acquisition Proposal" shall not include any inquiry, proposal or offer for any merger, consolidation, recapitalization, liquidation or other direct or indirect business combination relating solely to any of the foregoingbusinesses of the Sellers other than the Businesses the consummation of which would not reasonably be expected to prevent, impede or delay the consummation of the transactions contemplated by this Agreement. Sellers shall immediately cease and cause to be terminated, and shall cause their Affiliates and all Seller Representatives to immediately terminate and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. Sellers shall promptly notify Purchaser if each Seller Representative of its obligations under this Section 4.2. Without limiting the foregoing, it is agreed that any such inquiries or proposals are received by, violation of the restrictions set forth above by any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with, the Property, any Ranger Subsidiary Entities, Affiliate of a Seller or any of their respective representativesSeller Representative, including the nature and terms whether or not such Person is purporting to act on behalf of any of the foregoing and the identity of the parties involved. Notwithstanding the foregoing, Seller shall not be prohibited from encouraging, facilitating or discussing the restructuring or liquidation of any Seller Party (other than any Ranger Subsidiary Entity) in connection with the Asset Acquisitions or the Property Acquisitions contemplated in this Agreement (including such restructurings and liquidations that may be required in order for Seller to receive its desired tax treatment with respect to such transactions) with any direct or indirect investors in Seller, any Operator or any other Seller Partyshall be deemed to be a breach of this Section 4.2 by Sellers.

No Shop. Between From and after the date hereof and until the earlier of Closing Date (or the date of any earlier termination of this AgreementAgreement (the “No Shop Period”), Seller shall (and shall cause its Affiliates, Tioga and the Hydrocarbon Gathering Company to) immediately cease and cause to be terminated any ongoing discussions or negotiations with respect to the occurrence of any acquisition, directly or indirectly, from Seller, Tioga or any of their Affiliates in one or a series of related transactions, of Tioga, the Hydrocarbon Gathering Company or substantially all of the Hydrocarbon Gathering Assets by purchase, merger, exchange, business combination or otherwise by, or on behalf of, any Person other than Buyer (collectively, a “Third Party Acquisition”) or any proposal reasonably likely to lead to a Third Party Acquisition. Further, during the No Shop Period, Seller shall not, and shall cause not authorize or permit any of its Affiliates, Tioga, the Ranger Subsidiary Entities and Seller Parties not to, Hydrocarbon Gathering Company or any of its or their respective Representatives to directly or indirectly solicit, encourageparticipate in or initiate discussions (other than to respond negatively), negotiations, inquiries, proposals or facilitate (including by way of providing offers with or from or provide any non-public information regarding the Property, Seller, the Ranger Subsidiary Entities or their businesses to any Person or providing access to group of Persons concerning any Person) any inquiries, discussions or proposals regarding, continue or enter into discussions or negotiations with respect to, or enter into or consummate any agreement or understanding in connection with any proposal regarding, any purchase or other acquisition of all Third Party Acquisition or any portion of inquiry, proposal or offer which may reasonably lead to a Third Party Acquisition. During the Property or the assets or properties of No Shop Period, Seller or the Ranger Subsidiary Entities or any direct or indirect interests therein shall not (whether newly issued or currently outstanding), any merger, business combination or recapitalization involving Seller or the Ranger Subsidiary Entities, the liquidation, dissolution or reorganization of Seller or the Ranger Subsidiary Entities, or any similar transaction, and Seller shall cause its Affiliates, 41 Tioga and the Ranger Subsidiary Entities’ directorsHydrocarbon Gathering Company not to) enter into any agreement, officersletter of intent, employeesmemorandum of understanding, agentsagreement in principle, representatives and Affiliates acquisition agreement, merger agreement, exchange agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to refrain from lead to, a Third Party Acquisition or any proposal for a Third Party Acquisition. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 6.12 shall in any way restrict any of the foregoing. Seller shall promptly notify Purchaser 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, the Property, any Ranger Subsidiary Entities, Seller Summit Companies or any of their respective representativesRepresentatives from consummating, including the nature and terms or engaging in discussions or negotiations with any third party with respect to, a Change of Control Transaction provided that such Change of Control Transaction would not in any way relieve Seller or Tioga of the foregoing its obligations under this Agreement and the identity of the parties involved. Notwithstanding the foregoing, Seller shall not be prohibited from encouraging, facilitating or discussing the restructuring or liquidation of any Seller Party (other than any Ranger Subsidiary Entity) in connection with the Asset Acquisitions or the Property Acquisitions contemplated in this Agreement (including such restructurings and liquidations that may be required in order for Seller to receive its desired tax treatment with respect to such transactions) with any direct or indirect investors in Seller, any Operator or any other Seller PartyTransaction Documents.

No Shop. Between Seller agrees that none of Seller nor any of the date hereof and Acquired Subsidiaries, nor any of their respective members, partners, shareholders or Affiliates, will sell, transfer or otherwise dispose of any membership interests, partnership interests, equity interests or assets (except for dispositions of inventory in the Closing Date ordinary course of business consistent with past practices or as expressly permitted elsewhere in this Agreement) of or in any of the Acquired Subsidiaries (or the date of any earlier termination of this Agreementrights in any such membership interests, partnership interests, equity interests or assets), and none of Seller shall notor any of the Acquired Subsidiaries, and shall cause nor any of their respective members, partners, shareholders or Affiliates, nor any of the Ranger Subsidiary Entities and Seller Parties not torespective agents or representatives thereof, solicit, encourage, will respond to inquiries or facilitate (including by way of providing information regarding the Property, Seller, the Ranger Subsidiary Entities or their businesses to any Person or providing access to any Person) any inquiries, discussions or proposals regarding, continue or enter into discussions or negotiations with respect toproposals, or enter into or consummate pursue any agreement discussions, or understanding in connection enter into any agreements (oral or written), with respect to, the issuance, sale or purchase of any proposal regardingmembership interests, partnership interests or equity interests, or any purchase option or warrant with respect to such membership interests, partnership interests or equity interests, or the merger, consolidation, sale, lease or other acquisition disposition of all or any portion of the Property or the assets or properties of Seller or the Ranger Subsidiary Entities or any direct or indirect interests therein (whether newly issued or currently outstanding), any merger, business combination or recapitalization involving Seller or the Ranger Subsidiary Entities, the liquidation, dissolution or reorganization of Seller or the Ranger Subsidiary Entities, or any similar transaction, and Seller shall cause its and the Ranger Subsidiary Entities’ directors, officers, employees, agents, representatives and Affiliates to refrain from any of the foregoing. Seller shall promptly notify Purchaser 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, the Property, any Ranger Subsidiary Entities, Seller or any of their respective representatives, including the nature and terms rights of any of the foregoing and the identity of the parties involvedAcquired Subsidiaries. Notwithstanding the foregoing, if the provisions of Section 12.1(b)(ii) are invoked and the Termination Date is extended for an additional thirty (30) day period, Seller and any of the Acquired Subsidiaries, and any of their respective members, partners, shareholders or Affiliates, and any of the respective agents or representatives thereof, shall have the right, commencing on the date that is fifteen (15) days after the commencement of such additional thirty (30) day period and continuing thereafter (including during any subsequent extension of the Termination Date pursuant to Section 12.1(b)(iii)) to respond to inquiries or proposals, enter into or pursue any discussions, and otherwise provide information (whether or not be prohibited from encouragingin response to an inquiry or proposal) with respect to, facilitating the issuance, sale or discussing the restructuring or liquidation purchase of any Seller Party (other than membership interests, partnership interests or equity interests, or any Ranger Subsidiary Entity) in connection with the Asset Acquisitions option or the Property Acquisitions contemplated in this Agreement (including such restructurings and liquidations that may be required in order for Seller to receive its desired tax treatment warrant with respect to such transactions) with any direct membership interests, partnership interests or indirect investors in Sellerequity interests, any Operator or the merger, consolidation, sale, lease or other disposition of all or any other Seller Partyportion of the assets or rights of any of the Acquired Subsidiaries.

No Shop. Between From the date hereof and until the earlier to occur of the Closing Date or December 31, 1999, neither Seller nor any representative or affiliate of Seller will (A) enter into any agreement regarding the acquisition, use or license of the date of any earlier termination of this Agreement), Seller shall not, and shall cause the Ranger Subsidiary Entities and Seller Parties not to, solicit, encourageAssets, or facilitate (B) solicit or encourage (including by way of providing information regarding furnishing information) any inquiries or the Property, Seller, the Ranger Subsidiary Entities or their businesses making of any proposal that may reasonably be expected to lead to any Person agreement to acquire, license or providing access use the Assets (each, an "Acquisition Proposal"); PROVIDED, HOWEVER, that nothing contained in this Agreement shall prevent Seller or its Board of Directors, to any Person) any inquiriesthe extent such Board of Directors determines, discussions in good faith, based upon and consistent with advice received in consultation with outside legal counsel, that such Board of Directors' fiduciary duties under applicable law, if any, require it to do so, from furnishing non-public information to, or proposals regarding, continue or enter entering into discussions or negotiations with respect towith, any person or enter into or consummate any agreement or understanding entity in connection with any proposal regarding, any purchase an unsolicited bona fide written Acquisition Proposal by such person or other acquisition of all entity or any portion recommending an unsolicited bona fide written Acquisition Proposal by such person or entity to the stockholders of the Property or Company if and only to the assets or properties extent that the Board of Seller or Directors believes in its good faith reasonable judgment (based upon and consistent with advice received in consultation with independent financial and legal advisors) that such Acquisition Proposal is reasonably capable of being completed on the Ranger Subsidiary Entities or any direct or indirect interests therein terms proposed and, after taking into account the strategic benefits anticipated to be derived from the transactions contemplated hereby and the long-term prospects of the Company following the transactions contemplated hereby, would, if consummated, result in a transaction more favorable over the long term from a financial point of view than the transactions contemplated hereby (whether newly issued or currently outstanding)a "Superior Proposal") and the Board of Directors determines in good faith, any merger, business combination or recapitalization involving Seller or the Ranger Subsidiary Entities, the liquidation, dissolution or reorganization of Seller or the Ranger Subsidiary Entities, or any similar transactionafter consultation with, and Seller shall cause based upon and consistent with advice received from, outside legal counsel, that such action is necessary for such Board of Directors to comply with its and the Ranger Subsidiary Entities’ directorsfiduciary duties to stockholders under applicable law, officers, employees, agents, representatives and Affiliates to refrain from any of the foregoingif any. Seller shall promptly will immediately notify Purchaser 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, the Property, any Ranger Subsidiary Entities, Seller or any of their respective representatives, including the nature and terms PARENT of any of the foregoing Acquisition Proposal. ----------------- [*] Indicates material that has been omitted and the identity of the parties involvedfor which confidential treatment has been requested. Notwithstanding the foregoing, Seller shall not be prohibited from encouraging, facilitating or discussing the restructuring or liquidation of any Seller Party (other than any Ranger Subsidiary Entity) in connection All such omitted material has been filed separately with the Asset Acquisitions or Securities and Exchange Commission pursuant to Rule 406 promulgated under the Property Acquisitions contemplated in this Agreement (including such restructurings and liquidations that may be required in order for Seller to receive its desired tax treatment with respect to such transactions) with any direct or indirect investors in SellerSecurities Act of 1933, any Operator or any other Seller Partyas amended.

No Shop. Between the date hereof and the Closing Date (or For a period beginning with the date of any earlier termination of this AgreementAgreement and ending on the Closing Date, no JPE Company shall (and each JPE Company shall prohibit its respective representatives, officers, directors, employees, attorneys or agents from), Seller shall notdirectly or indirectly, and shall cause the Ranger Subsidiary Entities and Seller Parties not toinitiate, solicit, encourage, participate in, negotiate, or provide any information to any person or entity concerning, or taking any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to constitute an Alternative Acquisition or any inquiry with respect thereto. Notwithstanding the foregoing, JPE may provide access and furnish information concerning its businesses, Properties or Assets to any corporation, partnership, person or other entity or group pursuant to an appropriate confidentiality agreement, and may negotiate and participate in discussions and negotiations with such entity or group concerning an Alternative Acquisition (including by way a) if such entity or group has submitted a bona fide written proposal for an Alternative Acquisition to the Board of providing information regarding Directors of JPE relating to any such transaction and (b) if, in the Property, Sellergood faith determination of the Board of Directors of JPE, the Ranger Subsidiary Entities failure to provide such information or their businesses access or to any Person or providing access to any Person) any inquiries, discussions or proposals regarding, continue or enter into engage in such discussions or negotiations would be inconsistent with respect totheir fiduciary duties under applicable Law, or enter into or consummate any agreement or understanding in connection after consultation with any proposal regarding, any purchase or other acquisition of all or any portion of the Property or the assets or properties of Seller or the Ranger Subsidiary Entities or any direct or indirect interests therein (whether newly issued or currently outstanding), any merger, business combination or recapitalization involving Seller or the Ranger Subsidiary Entities, the liquidation, dissolution or reorganization of Seller or the Ranger Subsidiary Entities, or any similar transaction, and Seller shall cause its and the Ranger Subsidiary Entities’ directors, officers, employees, agents, representatives and Affiliates to refrain from any of the foregoingDykexx Xxxsxxx XXXC. Seller Each JPE Company shall promptly notify Purchaser if Buyer of any such inquiries inquiry or proposals are received byproposal for an Alternative Acquisition (including, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued withwithout limitation, the Property, any Ranger Subsidiary Entities, Seller or any of their respective representatives, including the nature terms and terms of any of the foregoing conditions thereof and the identity of the parties involvedperson making it) and will provide Buyer with a copy of any written proposal for an Alternative Acquisition. Notwithstanding the foregoing, Seller nothing in this Section 12.5 shall not be prohibited from encouraging, facilitating construed to limit the obligations of Starboard or discussing the restructuring or liquidation of any Seller Party (other than any Ranger Subsidiary Entity) Plastic Trim in connection with the Asset Acquisitions or the Property Acquisitions contemplated its respective pending bankruptcy proceeding. Any violation of this Section 12.5 by any JPE Company shall entitle Buyer to damages and remedies under Sections 12.2, 12.3 and 12.4 above in addition to any other rights and remedies available to Buyer under this Agreement (including such restructurings and liquidations that may be required in order for Seller to receive its desired tax treatment with respect to such transactions) with any direct or indirect investors in Sellerthe Related Agreements, any Operator or and any other Seller Partyagreement or applicable Law.

No Shop. Between No Seller shall, nor shall any Seller permit any of its Affiliates, representatives or agents (collectively, the date hereof and the Closing Date ("Representatives") or the date of any earlier termination of this Agreement), Seller shall not, and shall cause the Ranger Subsidiary Entities and Seller Parties not RVR to, solicitdirectly or indirectly, (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or facilitate enter into, 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 of the assets of RVR outside of the ordinary course of business, any capital stock or other ownership interests of Seller in RVR or issuance or subscription of any securities in RVR (including by way an "Acquisition Transaction"), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of providing information regarding the Propertyproposals or offers in respect of an Acquisition Transaction, Seller(iii) furnish or cause to be furnished, the Ranger Subsidiary Entities or their businesses to any Person or providing access to any Person) , any inquiriesinformation concerning the business, discussions operations, properties or proposals regarding, continue or enter into discussions or negotiations with respect to, or enter into or consummate any agreement or understanding assets of RVR in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any proposal regardingway with, or assist or participate in, facilitate or encourage, any purchase effort or attempt by any other acquisition of all Person to do or any portion of the Property or the assets or properties of Seller or the Ranger Subsidiary Entities or any direct or indirect interests therein (whether newly issued or currently outstanding), any merger, business combination or recapitalization involving Seller or the Ranger Subsidiary Entities, the liquidation, dissolution or reorganization of Seller or the Ranger Subsidiary Entities, or any similar transaction, and Seller shall cause its and the Ranger Subsidiary Entities’ directors, officers, employees, agents, representatives and Affiliates to refrain from seek any of the foregoing. Each of the Sellers shall (and shall cause its Representatives to) immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Buyer) conducted heretofore with respect to any Acquisition Transaction. Each Seller agrees not to release any third party from the confidentiality and standstill provisions of any agreement to which any Seller is a party. The Sellers shall notify Buyer orally and in writing promptly notify Purchaser if (but in no event later than 24 hours) after receipt by any such inquiries of them or proposals are received byany Representative thereof of any communication, proposal or offer from any such information is requested fromPerson other than Buyer to effect an Acquisition Transaction, or that may be reasonably expected to lead to an Acquisition Transaction, or any such negotiations or discussions are sought request for non-public information relating to be initiated or continued with, the Property, any Ranger Subsidiary Entities, Seller or any of their respective representativesthem or for access to the properties, including the nature and terms books or records of Seller by any of the foregoing and Person other than Buyer. Such notice shall indicate the identity of the parties involved. Notwithstanding Person making the foregoingcommunication, Seller shall not be prohibited from encouraging, facilitating proposal or discussing offer and the restructuring or liquidation material terms of any Seller Party (other than any Ranger Subsidiary Entity) in connection with the Asset Acquisitions such communication, proposal or the Property Acquisitions contemplated in this Agreement (including such restructurings and liquidations that may be required in order for Seller to receive its desired tax treatment with respect to such transactions) with any direct or indirect investors in Seller, any Operator or any other Seller Partyoffer.

No Shop. Between the date hereof of this Agreement and the Closing Date (neither ProMed Upland, nor any of its affiliates, agents or the date of any earlier termination of this Agreement)representatives, Seller shall notdirectly or indirectly solicit, and shall cause the Ranger Subsidiary Entities and Seller Parties not to, solicitinitiate, encourage, entertain or facilitate (including by way of providing information regarding the Propertysupport any inquiry, Sellerproposal, or other offer from any other party relating to any transaction involving, directly or indirectly, the Ranger Subsidiary Entities merger of ProMed Upland or their businesses the purchase of the assets or stock of ProMed Upland or any possible transaction or series of transactions as an alternative to the transactions contemplated hereby (“Competing Proposal”). To the extent ProMed Upland or the ProMed Upland Shareholder or any Person of ProMed Upland’s affiliates, agents or providing access representatives receives any Competing Proposal, they shall promptly inform Group of such Competing Proposal and shall advise the potential purchaser that ProMed Upland is subject to this Agreement and therefore will not hold any Persondiscussions with such potential purchaser. ProMed Upland and the ProMed Upland Shareholder recognize that (i) the covenants and the restrictions contained in this Section 4.5 are necessary, fundamental, and required for the protection of the transactions contemplated by this Agreement; (ii) such covenants relate to matters which are of a special, unique, and extraordinary character that gives such covenants a special, unique and extraordinary value; and (iii) a breach of the covenants contained in this Section 4.5 will result in irreparable harm and damage to Group which cannot be adequately compensated by a monetary award. In the event of such breach, and without limiting the right of Group to seek any inquiriesother remedy or relief to which it may be entitled at law or in equity, discussions each of ProMed Upland and the ProMed Upland Shareholder consent, without challenge or proposals regardingcontest, continue or enter into discussions or negotiations with respect toto the immediate remedy of a temporary restraining order, preliminary injunction, or enter into such other form of injunctive or consummate equitable relief in favor of Group as may be used by any agreement court of competent jurisdiction to restrain or understanding enjoin ProMed Upland or the ProMed Upland Shareholder from breaching such covenant or to specifically enforce the provisions of this Section 4.5. ProMed Upland and the ProMed Upland Shareholder hereby waive any requirements that Group secure or post a bond in connection with any proposal regarding, any purchase or other acquisition of all or any portion of the Property or the assets or properties of Seller or the Ranger Subsidiary Entities or any direct or indirect interests therein (whether newly issued or currently outstanding), any merger, business combination or recapitalization involving Seller or the Ranger Subsidiary Entities, the liquidation, dissolution or reorganization of Seller or the Ranger Subsidiary Entities, or any similar transaction, and Seller shall cause its and the Ranger Subsidiary Entities’ directors, officers, employees, agents, representatives and Affiliates to refrain from any of the foregoing. Seller shall promptly notify Purchaser 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, the Property, any Ranger Subsidiary Entities, Seller or any of their respective representatives, including the nature and terms of any of the foregoing and the identity of the parties involved. Notwithstanding the foregoing, Seller shall not be prohibited from encouraging, facilitating or discussing the restructuring or liquidation of any Seller Party (other than any Ranger Subsidiary Entity) in connection with the Asset Acquisitions or the Property Acquisitions contemplated in this Agreement (including such restructurings and liquidations that may be required in order for Seller to receive its desired tax treatment with respect to such transactions) with any direct or indirect investors in Seller, any Operator obtaining injunctive relief or any other Seller Partyequitable relief.

No Shop. Between From and after the date hereof and until the earlier of the Closing Date (or the date of any earlier termination of this AgreementAgreement (the “No Shop Period”), Seller shall (and shall cause its controlled Affiliates, Hornet and its Subsidiaries and shall use commercially reasonable efforts to cause Eureka and its Subsidiaries and the respective officers, directors, employees, consultants, brokers, investment banks, representatives or agents of Seller, its controlled Affiliates and the Acquired Entities to) immediately cease and cause to be terminated any ongoing discussions or negotiations with respect to any Third Party Acquisition or any proposal reasonably likely to lead to a Third Party Acquisition. Further, during the No Shop Period, Seller shall not, and shall cause the Ranger Subsidiary Entities and Seller Parties not toauthorize or permit any of its controlled Affiliates or any Acquired Entity (provided, solicit, encourage, or facilitate (including by way of providing information regarding the Property, Seller, the Ranger Subsidiary Entities or their businesses to any Person or providing access to any Person) any inquiries, discussions or proposals regarding, continue or enter into discussions or negotiations that with respect toto Eureka and its Subsidiaries, or enter into or consummate any agreement or understanding in connection with any proposal regarding, any purchase or other acquisition of all or any portion of the Property or the assets or properties of Seller or the Ranger Subsidiary Entities or any direct or indirect interests therein (whether newly issued or currently outstanding), any merger, business combination or recapitalization involving Seller or the Ranger Subsidiary Entities, the liquidation, dissolution or reorganization of Seller or the Ranger Subsidiary Entities, or any similar transaction, and Seller shall cause its and the Ranger Subsidiary Entities’ directors, officers, employees, agents, representatives and Affiliates only be required to refrain from any of the foregoing. Seller shall promptly notify Purchaser 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, the Property, any Ranger Subsidiary Entities, Seller exercise commercially reasonable efforts with respect thereto) or any of their respective representativesofficers, directors, employees, consultants, brokers, investment banks, representatives or agents to, and shall not resolve or propose to, directly or indirectly (a) solicit, participate in or initiate discussions (other than to respond negatively), negotiations, inquiries, proposals or offers (including the nature and terms any proposal or offer to their shareholders or members, as applicable) with or from or provide any non-public information to any Person or group of Persons concerning any Third Party Acquisition or any inquiry, proposal or offer that may reasonably lead to a Third Party Acquisition or (b) waive, terminate, modify or fail to enforce any provision of any contractual “standstill” or similar obligation of any Person relating to the foregoing and Acquired Entities. During the identity of the parties involved. Notwithstanding the foregoingNo Shop Period, Seller shall not be prohibited from encouraging(and shall cause its controlled Affiliates and the Acquired Entities not to) enter into any agreement, facilitating letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, exchange agreement, option agreement, joint venture agreement, partnership agreement or discussing the restructuring other agreement constituting or liquidation of related to lead to, a Third Party Acquisition or any Seller proposal for a Third Party Acquisition (other than any Ranger Subsidiary Entity) in connection with the Asset Acquisitions or the Property Acquisitions contemplated in this Agreement (including such restructurings and liquidations provided, that may be required in order for Seller to receive its desired tax treatment with respect to Eureka and its Subsidiaries, Seller shall only be required to exercise commercially reasonable efforts with respect thereto). The parties hereto acknowledge and agree that the specific performance remedy set forth in Section 12.20 shall be available to Purchaser to enforce its rights under this Section 6.08. By way of example, and not of limitation, if Seller becomes actually aware of any advisor or other representative engaging in prohibited activity with respect to any Third Party Acquisition (including by notification to Seller from Purchaser), Seller’s “commercially reasonable efforts” obligations under this Section 6.08 shall include directing such transactions) advisor or other representative to cease communication with respect to any direct or indirect investors in Seller, Third Party Acquisition and Seller agrees not to consummate any Operator or any other Seller PartyThird Party Acquisition arising from such prohibited activity.

No Shop. Between During the period from the date hereof and through the Closing Date (or the date of any earlier termination of this Agreement)Agreement in accordance with ARTICLE X, no Seller shall, and each Seller shall notcause its officers, managers, directors, partners, controlled Affiliates and shall cause the Ranger Subsidiary Entities and Seller Parties representatives not to, directly or indirectly, (a) solicit, encourageundertake, authorize, propose, enter into or encourage the submission of any proposal or offer from any Person (other than Buyer and its Affiliates and representatives) relating to the acquisition of the equity interests of the Sellers or any portion of Purchased Assets (other than assets sold in the Ordinary Course of Business) of the Sellers (including any acquisition structured as a merger, consolidation or equity exchange) (each, an “Acquisition Proposal”), or (b) furnish or cause to be furnished to any Person (other than Buyer and its Affiliates and representatives) any information with respect to the business, operations, properties or assets of any Seller or assist or participate in, or facilitate (including in any other manner any effort or attempt by way of providing information regarding the Property, Seller, the Ranger Subsidiary Entities or their businesses to any Person or providing access to pursue any Person) any Acquisition Proposal; provided, however, that a Seller’s representatives may respond to unsolicited inquiries, discussions or proposals regarding, continue or enter into but solely for the purpose of communicating that such Seller is not able to entertain the unsolicited offer. The Sellers shall instruct their broker to immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Buyer) conducted heretofore with respect toto any Acquisition Proposal. In addition to the other obligations under this Section 7.5, or enter into or consummate Seller shall promptly (and in any agreement or understanding event within three (3) Business Days after receipt thereof by Seller, advise Buyer orally and in connection with writing of any proposal regardingAcquisition Proposal, any purchase or other acquisition of all or request for information with respect to any portion of the Property or the assets or properties of Seller or the Ranger Subsidiary Entities or any direct or indirect interests therein (whether newly issued or currently outstanding), any merger, business combination or recapitalization involving Seller or the Ranger Subsidiary Entities, the liquidation, dissolution or reorganization of Seller or the Ranger Subsidiary EntitiesAcquisition Proposal, or any similar transaction, and Seller shall cause its and the Ranger Subsidiary Entities’ directors, officers, employees, agents, representatives and Affiliates inquiry with respect to refrain from any of the foregoing. Seller shall promptly notify Purchaser if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought which could reasonably be expected to be initiated or continued withresult in an Acquisition Proposal, the Propertymaterial terms and conditions of such request, any Ranger Subsidiary EntitiesAcquisition Proposal or inquiry, Seller or any of their respective representatives, including the nature and terms of any of the foregoing and the identity of the parties involvedPerson making the same. Notwithstanding Seller agrees that the foregoingrights and remedies for noncompliance with this Section 7.5 shall include having such provision specifically enforced by any court having equity jurisdiction, Seller it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that money damages would not be prohibited from encouraging, facilitating or discussing the restructuring or liquidation of any Seller Party (other than any Ranger Subsidiary Entity) in connection with the Asset Acquisitions or the Property Acquisitions contemplated in this Agreement (including such restructurings and liquidations that may be required in order for Seller provide an adequate remedy to receive its desired tax treatment with respect to such transactions) with any direct or indirect investors in Seller, any Operator or any other Seller PartyBuyer.

No Shop. Between the date hereof From and the Closing Date (or after the date of any this Agreement until the earlier to occur of the Applicable Closing or earlier termination of this Agreement)Agreement pursuant to its terms, the Seller shall not, not and shall cause the Ranger Subsidiary Entities and Seller Parties not toits shareholders, solicit, encourage, or facilitate (including by way of providing information regarding the Property, Seller, the Ranger Subsidiary Entities or their businesses to any Person or providing access to any Person) any inquiries, discussions or proposals regarding, continue or enter into discussions or negotiations with respect to, or enter into or consummate any agreement or understanding in connection with any proposal regarding, any purchase or other acquisition of all or any portion of the Property or the assets or properties of Seller or the Ranger Subsidiary Entities or any direct or indirect interests therein (whether newly issued or currently outstanding), any merger, business combination or recapitalization involving Seller or the Ranger Subsidiary Entities, the liquidation, dissolution or reorganization of Seller or the Ranger Subsidiary Entities, or any similar transaction, and Seller shall cause its and the Ranger Subsidiary Entities’ directors, officers, employees, representatives, investment bankers, agents and Affiliates not to, directly or indirectly (a) solicit or encourage submission of any Acquisition Proposal by any person, entity, or group (other than the Purchaser and its Affiliates, agents, representatives and Affiliates representatives) or (b) participate in any discussions or negotiations with, or disclose any information concerning the Seller or the Seller Group to, or afford access to refrain from the properties, books or records of the Seller or the Seller Group, or otherwise assist or facilitate, or enter into any agreement or understanding with, any person, entity, or group (other than the Purchaser or its agents and representatives) in connection with any Acquisition Proposal with respect to the Seller or the Seller Group, or either of them. For purposes of this Agreement, an “Acquisition Proposal” means any proposal or offer relating to (a) any merger, amalgamation, consolidation, share exchange, sale or license of substantial assets relating to the Business or similar transactions involving the Seller or any member of the Seller Group (other than sales or licenses of assets or inventory in the ordinary course of business as permitted by this Agreement) or (b) sales by the Seller, the Seller Group or any shareholder of the Seller of any shares (including, without limitation, by way of a tender offer or an exchange offer). The Seller and each member of the Seller Group shall immediately cease any and all existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing. Seller shall promptly notify Purchaser In addition, from and after the date of this Agreement, until the earlier to occur of the Applicable Closing or termination of this Agreement if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought earlier pursuant to be initiated or continued withits terms, the PropertySeller and each member of the Seller Group shall not, any Ranger Subsidiary Entities, Seller or any of and will cause their respective shareholders, directors, officers, employees, representatives, including the nature investment bankers, agents and terms Affiliates not to, directly or indirectly, make or authorise any public statement, recommendation or solicitation in support of any of the foregoing and the identity of the parties involved. Notwithstanding the foregoingAcquisition Proposal made by any person, Seller shall not be prohibited from encouraging, facilitating entity or discussing the restructuring or liquidation of any Seller Party group (other than any Ranger Subsidiary Entity) in connection with the Asset Acquisitions or the Property Acquisitions contemplated in this Agreement (including such restructurings and liquidations that may be required in order for Seller to receive its desired tax treatment with respect to such transactions) with any direct or indirect investors in Seller, any Operator or any other Seller PartyPurchaser).

No Shop. Between From and after the date hereof and until the earlier of Closing Date (or the date of any earlier termination of this AgreementAgreement (the “No Shop Period”), Seller shall (and shall cause its Affiliates, Tioga and the Water Gathering Company to) immediately cease and cause to be terminated any ongoing discussions or negotiations with respect to the occurrence of any acquisition, directly or indirectly, from Seller, Tioga or any of their Affiliates in one or a series of related transactions, of Tioga, the Water Gathering Company or substantially all of the Water Gathering Assets by purchase, merger, exchange, business combination or otherwise by, or on behalf of, any Person other than Buyer (collectively, a “Third Party Acquisition”) or any proposal reasonably likely to lead to a Third Party Acquisition. Further, during the No Shop Period, Seller shall not, and shall cause not authorize or permit any of its Affiliates, Tioga, the Ranger Subsidiary Entities and Seller Parties not to, Water Gathering Company or any of its or their respective Representatives to directly or indirectly solicit, encourageparticipate in or initiate discussions (other than to respond negatively), negotiations, inquiries, proposals or facilitate (including by way of providing offers with or from or provide any non-public information regarding the Property, Seller, the Ranger Subsidiary Entities or their businesses to any Person or providing access to group of Persons concerning any Person) any inquiries, discussions or proposals regarding, continue or enter into discussions or negotiations with respect to, or enter into or consummate any agreement or understanding in connection with any proposal regarding, any purchase or other acquisition of all Third Party Acquisition or any portion of inquiry, proposal or offer which may reasonably lead to a Third Party Acquisition. During the Property or the assets or properties of No Shop Period, Seller or the Ranger Subsidiary Entities or any direct or indirect interests therein shall not (whether newly issued or currently outstanding), any merger, business combination or recapitalization involving Seller or the Ranger Subsidiary Entities, the liquidation, dissolution or reorganization of Seller or the Ranger Subsidiary Entities, or any similar transaction, and Seller shall cause its Affiliates, Tioga and the Ranger Subsidiary Entities’ directorsWater Gathering Company not to) enter into any agreement, officersletter of intent, employeesmemorandum of understanding, agentsagreement in principle, representatives and Affiliates acquisition agreement, merger agreement, exchange agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to refrain from lead to, a Third Party Acquisition or any proposal for a Third Party Acquisition. Notwithstanding anything in this Agreement to the contrary, nothing in this Section 6.12 shall in any way restrict any of the foregoing. Seller shall promptly notify Purchaser 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, the Property, any Ranger Subsidiary Entities, Seller Summit Companies or any of their respective representativesRepresentatives from consummating, including the nature and terms or engaging in discussions or negotiations with any third party with respect to, a Change of Control Transaction provided that such Change of Control Transaction would not in any way relieve Seller or Tioga of the foregoing its obligations under this Agreement and the identity of the parties involved. Notwithstanding the foregoing, Seller shall not be prohibited from encouraging, facilitating or discussing the restructuring or liquidation of any Seller Party (other than any Ranger Subsidiary Entity) in connection with the Asset Acquisitions or the Property Acquisitions contemplated in this Agreement (including such restructurings and liquidations that may be required in order for Seller to receive its desired tax treatment with respect to such transactions) with any direct or indirect investors in Seller, any Operator or any other Seller PartyTransaction Documents.

No Shop. Between During the date hereof and Interim Period, neither the Closing Date Company nor its Subsidiaries will, nor will they authorize or permit their respective Representatives to, directly or indirectly, (or the date of any earlier termination of this Agreement), Seller shall not, and shall cause the Ranger Subsidiary Entities and Seller Parties not toi) enter into, solicit, encourageinitiate, knowingly facilitate, knowingly encourage or facilitate (including by way of providing information regarding the Property, Seller, the Ranger Subsidiary Entities or their businesses to continue any Person or providing access to any Person) any inquiries, discussions or proposals regarding, continue or enter into discussions or negotiations with respect with, or knowingly encourage any inquiries or proposals by, or participate in any negotiations with, or provide any information to, or enter into otherwise cooperate in any way with, any person or consummate other entity or “group” within the meaning of Section 13(d) of the Exchange Act, concerning any (w) sale of any assets of the Company and its Subsidiaries outside the Ordinary Course of Business, (x) sale of any Equity Securities of the Company or any of its Subsidiaries (other than the Permitted Financing), (y) listing of any of its Equity Securities on any listing exchange, or (z) merger, joint venture, consolidation, liquidation, dissolution or similar transaction involving the Company or any of its Subsidiaries (each, an “Acquisition Transaction”), (ii) amend or grant any waiver or release under any standstill or similar agreement with respect to any class of Equity Securities of the Company or understanding any of its Subsidiaries in connection with any proposal regardingor offer that could reasonably be expected to lead to an Acquisition Transaction, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any purchase Acquisition Transaction, (iv) approve, endorse, recommend, execute or enter into any agreement in principle, confidentiality agreement, letter of intent, memorandum of understanding, term sheet, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other acquisition of all arrangement relating to any Acquisition Transaction or any portion proposal or offer that could reasonably be expected to lead to an Acquisition Transaction, (v) commence, continue, permit or renew any due diligence investigation regarding any Acquisition Transaction, or (vi) resolve or agree to do any of the Property foregoing or the assets otherwise authorize or properties permit any of Seller its controlled Affiliates or the Ranger Subsidiary Entities or Representatives to take any direct or indirect interests therein (whether newly issued or currently outstanding), any merger, business combination or recapitalization involving Seller or the Ranger Subsidiary Entities, the liquidation, dissolution or reorganization of Seller or the Ranger Subsidiary Entities, or any similar transactionsuch action. The Company shall, and Seller shall cause its Subsidiaries to and shall direct its and their respective controlled Affiliates and Representatives acting on its behalf to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Acquisition Transaction (other than the Ranger Subsidiary Entities’ directors, officers, employees, agents, representatives and Affiliates Transactions). The Company also agrees that it will promptly request each special purpose acquisition corporation that has prior to refrain from any the date hereof executed a confidentiality agreement in connection with its consideration of an Acquisition Transaction to return or destroy all confidential information furnished to such person by or on behalf of the foregoingCompany prior to the date hereof. Seller shall promptly notify Purchaser 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 withDuring the Interim Period, the PropertyCompany shall notify BlueRiver promptly after receipt by the Company, any Ranger Subsidiary Entities, Seller its Subsidiaries or any of their respective representativessecurityholders or Representatives of any inquiry or proposal with respect to an Acquisition Transaction, any inquiry that would reasonably be expected to lead to an Acquisition Transaction or any request for information relating to the Company or any of its Subsidiaries or for access to the business, properties, assets, personnel, books or records of the Company or any of its Subsidiaries by any third party, in each case, that is related to or that would reasonably be expected to lead to an Acquisition Transaction. In such notice, the Company shall identify the third party making any such inquiry, proposal, indication or request with respect to an Acquisition Transaction and provide the details of the material terms and conditions of any such inquiry, proposal, indication or request. The Company shall keep BlueRiver informed, on a reasonably current and prompt basis, of the status and material terms of any such inquiry, proposal, indication or request with respect to an Acquisition Transaction, including the nature material terms and terms of conditions thereof any of the foregoing and the identity of the parties involved. Notwithstanding the foregoing, Seller shall not be prohibited from encouraging, facilitating material amendments or discussing the restructuring or liquidation of any Seller Party (other than any Ranger Subsidiary Entity) in connection with the Asset Acquisitions or the Property Acquisitions contemplated in this Agreement (including such restructurings and liquidations that may be required in order for Seller to receive its desired tax treatment with respect to such transactions) with any direct or indirect investors in Seller, any Operator or any other Seller Partyproposed amendments.

No Shop. Between the date hereof of this Agreement and Closing, Seller and the Closing Date (or the date of any earlier termination of this Agreement), Seller Company shall not, and shall cause their Affiliates not to do any of the Ranger Subsidiary Entities following, directly or indirectly, other than with Buyer regarding the transactions contemplated by this Agreement: (a) negotiate, authorize, recommend, propose or enter into, any transaction or Contract involving a merger, consolidation, business combination, financing, reorganization, recapitalization, purchase or disposition of (i) any material portion of the Company business or (ii) any capital stock of or other equity interest in, the Company or Company Subsidiaries (such a transaction, an “Acquisition Transaction”), (b) solicit, initiate or knowingly facilitate or encourage discussions, negotiations or submissions of proposals or offers from any third party in respect of an Acquisition Transaction, (c) furnish or cause to be furnished to any third party any information concerning the Company business or the Company Subsidiaries in connection with an Acquisition Transaction or (d) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage, any effort or attempt by any other Person or entity to do or seek any of the foregoing. Seller shall, and Seller Parties not shall cause its Affiliates and their respective Representatives to, solicit, encourage, or facilitate (including by way of providing information regarding the Property, Seller, the Ranger Subsidiary Entities or their businesses immediately cease and cause to be terminated any Person or providing access to any Person) any inquiries, discussions or proposals regarding, continue or enter into existing discussions or negotiations with any persons or entities (other than Buyer) conducted heretofore with respect to, or enter into or consummate any agreement or understanding in connection with any proposal regarding, any purchase or other acquisition of all or any portion of the Property or the assets or properties of Seller or the Ranger Subsidiary Entities or any direct or indirect interests therein (whether newly issued or currently outstanding), any merger, business combination or recapitalization involving Seller or the Ranger Subsidiary Entities, the liquidation, dissolution or reorganization of Seller or the Ranger Subsidiary Entities, or any similar transaction, and Seller shall cause its and the Ranger Subsidiary Entities’ directors, officers, employees, agents, representatives and Affiliates to refrain from any of the foregoing. Seller shall promptly notify Purchaser if not release any such inquiries or proposals are received by, third party from the confidentiality provisions of any such information is requested from, or any such negotiations or discussions are sought agreement to be initiated or continued with, the Property, any Ranger Subsidiary Entities, Seller or any of their respective representatives, including the nature and terms of which any of the foregoing Company or a Company Subsidiary is a party and that relates to any Acquisition Transaction. Seller shall not respond to any Person making such a proposal or request without the prior written consent of Buyer other than to inform such Person that Seller and the identity Company are subject to the terms of the parties involveda no-shop provision and when such no-shop obligation expires, and nothing further. Notwithstanding the foregoing, Seller this Section 6.9 shall not be prohibited from encouraging, facilitating or discussing the restructuring or liquidation of apply to any Seller Party (other than any Ranger Subsidiary Entity) in connection with the Asset Acquisitions or the Property Acquisitions contemplated in this Agreement (including such restructurings and liquidations that may be required in order for Seller to receive its desired tax treatment with respect to such transactions) with any direct or indirect investors in Seller, any Operator or any other Seller PartyWithheld Property.

No Shop. Between Subject to the date hereof and the Closing Date (or final sentence of this Section 6.14, from the date of any this Agreement until the Closing or earlier termination of this Agreement)Agreement in accordance with Section 10.1, Seller shall not, and shall cause the Ranger Subsidiary Entities and Seller Parties not to, solicit, encourage, or facilitate (including by way none of providing information regarding the Property, Seller, the Ranger Subsidiary Entities or their businesses to any Person or providing access to any Person) any inquiries, discussions or proposals regarding, continue or enter into discussions or negotiations with respect to, or enter into or consummate any agreement or understanding in connection with any proposal regardingSellers, any purchase or other acquisition of all Company or any portion of the Property Subsidiary thereof shall directly (or the assets or properties of Seller or the Ranger Subsidiary Entities or any direct or indirect interests therein (whether newly issued or currently outstanding)indirectly through its officers, any merger, business combination or recapitalization involving Seller or the Ranger Subsidiary Entities, the liquidation, dissolution or reorganization of Seller or the Ranger Subsidiary Entities, or any similar transaction, and Seller shall cause its and the Ranger Subsidiary Entities’ directors, officers, employees, agents, representatives and Affiliates to refrain from any of the foregoing. Seller shall promptly notify Purchaser 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, the Property, any Ranger Subsidiary Entities, Seller agents or any of their respective representativesAffiliates): (i) solicit, including initiate, knowingly encourage or facilitate any inquiries, proposals or offers from, or provide any information to, or engage in any negotiations or discussions with, any Person (other than Buyer) concerning a merger, consolidation, reorganization, business combination, sale of a material portion of assets, sale of a material amount of capital stock or the nature and terms issuance of any material amount of equity or debt securities of any Company, any Subsidiary thereof, or any other transaction or series of transactions which could cause or result in a change of control of or any material change in any Company, any Subsidiary thereof, or interest in a Joint Venture, or in assets associated with the business of the Companies or their Subsidiaries (any of the foregoing inquiries or proposals, an “Acquisition Proposal”); (ii) engage, directly or indirectly, in any negotiations or discussions or enter into any letter of intent, agreement or understanding concerning, or provide any non-public information to any Person relating to or which would lead to, or knowingly facilitate the making of, any Acquisition Proposal; or (iii) agree to, approve or recommend any Acquisition Proposal. SEACOR Environmental Services shall notify Buyer promptly (and in no event later than 48 hours) after receipt of any member of the Seller Group of any Acquisition Proposal or any request for information by any Person relating to, or which could lead to or facilitate the making of, any Acquisition Proposal. Such notice to Buyer shall be made in writing and shall indicate in reasonable detail the identity of the parties involvedofferor and the material terms and conditions of such Acquisition Proposal or request for information, as the case may be. Notwithstanding On the foregoingdate hereof each Seller shall, Seller and shall not cause each Company and Subsidiary thereof to, immediately cease and cause to be prohibited from encouraging, facilitating terminated any existing discussions or discussing the restructuring or liquidation of negotiations with any Seller Party Person (other than any Ranger Subsidiary EntityBuyer) in connection with the Asset Acquisitions or the Property Acquisitions contemplated in this Agreement (including such restructurings and liquidations that may be required in order for Seller to receive its desired tax treatment with respect to such transactions) with any direct or indirect investors in Seller, any Operator or any other Seller Partyan Acquisition Proposal.

No Shop. Between the date hereof of this Agreement and the Closing Date (neither ProMed Pomona, nor any of its affiliates, agents or the date of any earlier termination of this Agreement)representatives, Seller shall notdirectly or indirectly solicit, and shall cause the Ranger Subsidiary Entities and Seller Parties not to, solicitinitiate, encourage, entertain or facilitate (including by way of providing information regarding the Propertysupport any inquiry, Sellerproposal, or other offer from any other party relating to any transaction involving, directly or indirectly, the Ranger Subsidiary Entities merger of ProMed Pomona or their businesses the purchase of the assets or stock of ProMed Pomona or any possible transaction or series of transactions as an alternative to the transactions contemplated hereby (“Competing Proposal”). To the extent ProMed Pomona or any Person Principal ProMed Shareholder or providing access any of ProMed Pomona’s other shareholders, affiliates, agents or representatives receives any Competing Proposal, they shall promptly inform Group of such Competing Proposal and shall advise the potential purchaser that ProMed Pomona is subject to this Agreement and therefore will not hold any Persondiscussions with such potential purchaser. ProMed Pomona and the Principal ProMed Shareholders recognize that (i) the covenants and the restrictions contained in this Section 4.5 are necessary, fundamental, and required for the protection of the transactions contemplated by this Agreement; (ii) such covenants relate to matters which are of a special, unique, and extraordinary character that gives such covenants a special, unique and extraordinary value; and (iii) a breach of the covenants contained in this Section 4.5 will result in irreparable harm and damage to Group which cannot be adequately compensated by a monetary award. In the event of such breach, and without limiting the right of Group to seek any inquiriesother remedy or relief to which it may be entitled at law or in equity, discussions each of ProMed Pomona and the Principal ProMed Shareholders consent, without challenge or proposals regardingcontest, continue or enter into discussions or negotiations with respect toto the immediate remedy of a temporary restraining order, preliminary injunction, or enter into such other form of injunctive or consummate equitable relief in favor of Group as may be used by any agreement court of competent jurisdiction to restrain or understanding enjoin ProMed Pomona or any of the Principal ProMed Shareholders from breaching such covenant or to specifically enforce the provisions of this Section 4.5. ProMed Pomona and the Principal ProMed Shareholders hereby waive any requirements that Group secure or post a bond in connection with any proposal regarding, any purchase or other acquisition of all or any portion of the Property or the assets or properties of Seller or the Ranger Subsidiary Entities or any direct or indirect interests therein (whether newly issued or currently outstanding), any merger, business combination or recapitalization involving Seller or the Ranger Subsidiary Entities, the liquidation, dissolution or reorganization of Seller or the Ranger Subsidiary Entities, or any similar transaction, and Seller shall cause its and the Ranger Subsidiary Entities’ directors, officers, employees, agents, representatives and Affiliates to refrain from any of the foregoing. Seller shall promptly notify Purchaser 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, the Property, any Ranger Subsidiary Entities, Seller or any of their respective representatives, including the nature and terms of any of the foregoing and the identity of the parties involved. Notwithstanding the foregoing, Seller shall not be prohibited from encouraging, facilitating or discussing the restructuring or liquidation of any Seller Party (other than any Ranger Subsidiary Entity) in connection with the Asset Acquisitions or the Property Acquisitions contemplated in this Agreement (including such restructurings and liquidations that may be required in order for Seller to receive its desired tax treatment with respect to such transactions) with any direct or indirect investors in Seller, any Operator obtaining injunctive relief or any other Seller Partyequitable relief.

No Shop. Between During the date hereof Interim Period, Seller Parent and the Closing Date Sellers shall not take, nor shall they permit any of their respective Affiliates (including any Purchased Company or the date of any earlier termination of this AgreementPurchased Subsidiary), Seller shall notor their or their Affiliates’ Representatives (including attorneys and financial advisors) to take, and shall cause the Ranger Subsidiary Entities and Seller Parties not toany action to encourage, solicit, encourage, initiate or facilitate (including by way of providing information regarding the Property, Seller, the Ranger Subsidiary Entities or their businesses to any Person or providing access to any Person) any inquiries, discussions or proposals regarding, continue or enter into engage in discussions or negotiations with respect with, enter into any agreement, letter of intent, memorandum of understanding or similar instrument with, or furnish any information or materials regarding any Purchased Company, the Purchased Subsidiary or the Business to, any Person (other than Buyer or enter into or consummate any agreement or understanding of its Affiliates), in connection with any proposal regardingsuch case, any purchase or other concerning the potential acquisition of all the Purchased Equity Interests or any portion of the Property or material assets of the assets or properties of Seller or the Ranger Subsidiary Entities Business (other than Excluded Assets), or any direct or indirect interests therein (whether newly issued or currently outstanding)merger, any mergeramalgamation, business combination or recapitalization similar transaction involving Seller any Purchased Company or the Ranger Purchased Subsidiary Entities, the liquidation, dissolution or reorganization of Seller or the Ranger Subsidiary Entities, or any similar (each such acquisition transaction, an “Acquisition Transaction”); provided, however, that Buyer hereby acknowledges that prior to the date of this Agreement, Seller Parent and Seller shall cause its Sellers have provided information relating to the Business and the Ranger Subsidiary Entities’ directorshave afforded access to, officers, employees, agents, representatives and Affiliates to refrain from any of the foregoing. Seller shall promptly notify Purchaser if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or engaged in discussions are sought to be initiated or continued with, the Propertyother Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for an Acquisition Transaction without any Ranger Subsidiary Entities, breach by Seller Parent or any Sellers of their respective representatives, including the nature and terms of any of the foregoing and the identity of the parties involvedthis Section 5.06. Notwithstanding the foregoing, Seller shall not be prohibited from encouraging, facilitating or discussing 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 restructuring or liquidation event of any sale of equity, sale of assets, merger, amalgamation, business combination or similar transaction involving Seller Party 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 than any Ranger Subsidiary Entity) in connection with the Asset Acquisitions or the Property Acquisitions contemplated in this Agreement (including such restructurings and liquidations that as may be required agreed by Buyer in order for Seller to receive its desired tax treatment with respect to such transactions) with any direct or indirect investors in Seller, any Operator or any other Seller Partysole discretion.