Common use of No Shop Clause in Contracts

No Shop. The Company agrees (a) that neither it nor any of its subsidiaries shall, and it shall direct and use its reasonable best efforts to cause its officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, sale (other than in connection with the ROFR Agreement), consolidation or similar transaction involving, the purchase of all or any significant portion of the assets or equity securities of, the Company and its subsidiaries, taken as a whole (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 proposing an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement, or enter into any agreement with respect to an Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that 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; and (c) that it will notify the other party promptly if any such inquiries or proposals are made regarding an Alternative Proposal. Notwithstanding the foregoing, Company may, directly or indirectly, furnish information and access to, and may participate in discussions and negotiate with, any corporation, partnership, person or other entity, and may agree to or endorse such Alternate Proposal if such corporation partnership, person or other entity has made a proposal to its Board of Directors relating to an Alternative Proposal which the Board of Directors believes is (i) superior from a financial point of view to the Merger and (ii) is reasonably likely to be consummated and the Board of Directors, after consultation with independent legal counsel, determines in its good faith judgment that taking such action is required to comply with the Board of Directors' fiduciary duty to its shareholders imposed by law. The Board of Directors shall provide a copy of any such proposal if in writing to the Parent promptly after receipt thereof and thereafter keep the Parent promptly advised of any material development with respect thereto and any revision of the terms of such Alternative Proposal. Nothing in this Section 8.8 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 10 hereof), (y) permit Parent or the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation under this Agreement.

No Shop. The Company agrees (a) that neither it nor any None of its subsidiaries TAT, Sellers or the Acquired Companies shall, and it each shall direct and use its reasonable best efforts to cause its their respective officers, directors, employeessubsidiaries, agents partners, Affiliates and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries (a) solicit, initiate, discuss, entertain, undertake, authorize, recommend, propose, enter into or encourage the making or implementation submission of any proposal or offer from any Person relating to the direct or indirect acquisition of the Shares or any portion of the assets (includingother than assets sold in the ordinary course of business) of the Acquired Companies (including any acquisition structured as a merger, without limitationconsolidation or share exchange) (each, an “Acquisition Proposal”), or (b) participate in any discussions or negotiations regarding, furnish or cause to be furnished to any Person any information with respect to the business, operations, properties or assets of the Acquired Companies or assist or participate in, or facilitate in any other manner any effort or attempt by any Person to pursue any 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 any Acquired Company or any representatives thereof of any proposal or offer to its shareholders) with respect to a merger, sale from any Person (other than in connection with the ROFR Agreement), consolidation or similar transaction involving, the purchase of all or any significant portion of the assets or equity securities of, the Company and its subsidiaries, taken as a whole (any such proposal or offer being hereinafter referred Buyer) to as effect an "Alternative Proposal"), or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person proposing an Alternative Acquisition Proposal, or release any third party from any obligations under any existing standstill agreement or arrangementincluding the material terms thereof. TAT, or enter into any agreement with respect to an Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; Sellers and the Acquired Companies shall (band each shall cause their respective subsidiaries and representatives to) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties Persons (other than Buyer) 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; and (c) that it will notify the other party promptly if any such inquiries or proposals are made regarding an Alternative Acquisition Proposal. Notwithstanding the foregoing, Company may, directly or indirectly, furnish information and access to, and may participate in discussions and negotiate with, any corporation, partnership, person or other entity, and may agree to or endorse such Alternate Proposal if such corporation partnership, person or other entity has made a proposal to its Board of Directors relating to an Alternative Proposal which the Board of Directors believes is (i) superior from a financial point of view to the Merger and (ii) is reasonably likely to be consummated and the Board of Directors, after consultation with independent legal counsel, determines in its good faith judgment that taking such action is required to comply with the Board of Directors' fiduciary duty to its shareholders imposed by law. The Board of Directors shall provide a copy of any such proposal if in writing to the Parent promptly after receipt thereof and thereafter keep the Parent promptly advised of any material development with respect thereto and any revision of the terms of such Alternative Proposal. Nothing in this Section 8.8 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 10 hereof), (y) permit Parent or the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation under this Agreement.

No Shop. The 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 agrees (a) that neither it nor Protiva will, nor will the Company or Protiva authorize or permit any of its subsidiaries shall, and it shall direct and use its reasonable best efforts to cause its their respective officers, directors, Affiliates or employees, agents and representatives (including, without limitation, or any investment banker, attorney or accountant other advisor or representative retained by it or any of its subsidiaries) not to, initiate, solicit or encourage, 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 offer (including, without limitationmay reasonably be expected to lead to, any proposal or offer to its shareholdersAcquisition 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 mergersummary 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, sale (other than in connection with the ROFR transactions contemplated by this Agreement), consolidation or similar transaction involving, involving the purchase of all or any significant portion a majority of the assets units or equity securities of, interests or assets of the Company and its subsidiariesor the purchase, taken as a whole (any such proposal or offer being hereinafter referred to as an "Alternative Proposal")acquisition, or engage in sublicense of any negotiations concerningright, title or provide any confidential information or data interest of the Company in, to, or have under the PadCo-Protiva License and Services Agreement, (2) any discussions with, any person proposing an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement, or to enter into a business combination with the Company, and (3) any agreement made, other than in the ordinary course of business, with respect regard to an Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) the Protiva Intellectual Property that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any would result in the transfer of the foregoingProtiva License from the Company to a third Person. For the avoidance of doubt, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section; and (c) that it will notify the other party promptly if any such inquiries or proposals are made regarding an Alternative Proposal. Notwithstanding the foregoing, Company may, directly or indirectly, furnish information and access to, and may participate in discussions and negotiate with, any corporation, partnership, person or other entity, and may agree to or endorse such Alternate Proposal if such corporation partnership, person or other entity has made a proposal to its Board of Directors relating to an Alternative Proposal which the Board of Directors believes is (i) superior from a financial point of view to the Merger and (ii) is reasonably likely to be consummated and the Board of Directors, after consultation with independent legal counsel, determines in its good faith judgment that taking such action is required to comply with the Board of Directors' fiduciary duty to its shareholders imposed by law. The Board of Directors shall provide a copy of any such proposal if in writing to the Parent promptly after receipt thereof and thereafter keep the Parent promptly advised of any material development with respect thereto and any revision of the terms of such Alternative Proposal. Nothing in this Section 8.8 shall (x) permit the Company an offer or proposal relating to terminate this Agreement purchase or sale of Protiva or Tekmira (except as specifically provided in Article 10 hereof)including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition Proposal or (y) permit Parent the purchase or the Company to enter into any agreement with respect to an Alternative Proposal during the term sale of this Agreement Protiva or Tekmira (it being agreed that during the term including by sale of this Agreementequity, the Company merger, asset transaction or other business combination) shall not enter into any agreement with any person that provides for, or in any way facilitates, be an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation under this AgreementAcquisition Transaction.

No Shop. The Company agrees (a) that During the Pre-Closing Period, neither it the Company, on the one hand, nor any of its subsidiaries shallAcquiror, on the other hand, will, and it shall direct such Persons will direct, and use its reasonable best efforts to cause its cause, each of their respective members, officers, directors, Affiliates, managers, consultants, employees, Representatives and agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, (i) encourage, solicit, initiate, engage, participate, enter into discussions or negotiations with any inquiries Person concerning any Alternative Transaction, (ii) take any other action intended or designed to facilitate the making or implementation efforts of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect Person relating to a mergerpossible Alternative Transaction or (iii) approve, sale (other than in connection with the ROFR Agreement), consolidation or similar transaction involving, the purchase of all or any significant portion of the assets or equity securities of, the Company and its subsidiaries, taken as a whole (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 proposing an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement, recommend or enter into any agreement Alternative Transaction or any Contract related to any Alternative Transaction. In the event that there is an unsolicited proposal for, or 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”), or otherwise facilitate such party will as promptly as practicable (and in any effort or attempt to make or implement an 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; (b) provided, however, that it 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 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 any terminated, and will direct their respective Affiliates and all of their respective Representatives to immediately cease and cause to be terminated, all existing activities, discussions or negotiations with any parties persons conducted heretofore with respect to any of the foregoingto, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section; and (c) that it will notify the other party promptly if any such inquiries or proposals are made regarding could lead to, an Alternative Proposal. Notwithstanding the foregoing, Company may, directly or indirectly, furnish information and access to, and may participate in discussions and negotiate with, any corporation, partnership, person or other entity, and may agree to or endorse such Alternate Proposal if such corporation partnership, person or other entity has made a proposal to its Board of Directors relating to an Alternative Proposal which the Board of Directors believes is (i) superior from a financial point of view to the Merger and (ii) is reasonably likely to be consummated and the Board of Directors, after consultation with independent legal counsel, determines in its good faith judgment that taking such action is required to comply with the Board of Directors' fiduciary duty to its shareholders imposed by law. The Board of Directors shall provide a copy of any such proposal if in writing to the Parent promptly after receipt thereof and thereafter keep the Parent promptly advised of any material development with respect thereto and any revision of the terms of such Alternative Proposal. Nothing in this Section 8.8 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 10 hereof), (y) permit Parent or the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation under this Agreement.

No Shop. The Company agrees (a) that neither it nor any From the date of its subsidiaries shallthis Agreement until the earlier of (x) the Closing Date and (y) the date this Agreement is terminated pursuant to ARTICLE IX, the Seller Parties and the Acquired Companies shall not, and it shall direct and use its reasonable best efforts to cause its officersnot permit their respective Affiliates, directors, officers, employees, investment bankers, financial advisors, representatives or agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, any inquiries (i) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or the making or implementation of any proposal or offer (including, without limitationenter into, any proposal or offer to its shareholders) with respect to a business combination transaction, whether by way of merger, sale (consolidation, business combination, purchase or disposition of assets or equity interests of the Acquired Companies or otherwise, other than the transactions contemplated by this Agreement (an “Acquisition Transaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Acquired Companies in connection with the ROFR Agreement), consolidation an Acquisition Transaction or similar transaction involving, the purchase of all or (iv) otherwise cooperate in any significant portion of the assets or equity securities of, the Company and its subsidiaries, taken as a whole (any such proposal or offer being hereinafter referred to as an "Alternative Proposal")way with, or engage in any negotiations concerningassist or participate in, facilitate or provide any confidential information or data toencourage, or have any discussions with, any person proposing an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement, or enter into any agreement with respect to an Alternative Proposal, or otherwise facilitate any effort or attempt by any other Person to make do or implement an Alternative Proposal; seek any of the foregoing. 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 (bi) that it will through (iv) of the immediately cease and cause preceding sentence or continuing to be terminated do any existing activities, discussions or negotiations with any parties conducted heretofore of the foregoing with respect to any transaction involving a merger, consolidation, business combination, recapitalization, liquidation, dissolution, purchase or disposition of any of the foregoingassets of, or relating to any business of, the Seller Parties other than the Acquired Companies and it will take the necessary steps to inform the individuals or entities referred to above assets of the obligations undertaken Business; provided that (A) the Persons (other than the Seller Parties) involved in such actions are advised of the existence of this Section; Agreement, the Mergers and the other transactions contemplated by this Agreement and (cB) that it will notify the other party promptly if any such inquiries or proposals are made regarding an Alternative Proposal. Notwithstanding the foregoing, Company mayno confidential information is, directly or indirectly, furnish information and access to, and may participate furnished or made available to any Person in discussions and negotiate with, any corporation, partnership, person connection with or other entity, and may agree to or endorse such Alternate Proposal if such corporation partnership, person or other entity has made a proposal to its Board of Directors relating to an Alternative Proposal which the Board of Directors believes is (i) superior from a financial point of view to the Merger and (ii) is reasonably likely to be consummated and the Board of Directors, after consultation with independent legal counsel, determines in its good faith judgment that taking such action is required to comply with the Board of Directors' fiduciary duty to its shareholders imposed by law. The Board of Directors shall provide a copy contemplation of any such proposal if in writing to the Parent promptly after receipt thereof and thereafter keep the Parent promptly advised of any material development with respect thereto and any revision of the terms of such Alternative Proposal. Nothing in this Section 8.8 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 10 hereof), (y) permit Parent or the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation under this Agreementforegoing activities.

No Shop. The Company agrees (a) that In consideration of the 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 (defined below), neither it Seller, Shareholders, nor any of its subsidiaries their Affiliates, Representatives, or their respective equity owners shall, and it shall direct and use its reasonable best efforts to cause its officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, without the prior written consent of Buyer, contact, respond to, negotiate with, or initiate or engage in discussions with any inquiries person, corporation, partnership, or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) with respect to a merger, sale other entity (other than Buyer) regarding (i) the sale or other disposition of all or substantially all of Seller’s assets, (ii) the issuance, sale or other dispossessory or other dilutive action involving of any capital stock or other equity interests in connection Seller, (iii) the merger or consolidation of Seller with or into any other entity, or (iv) the ROFR Agreement), consolidation or similar transaction involving, the purchase management of all or any significant material portion of the assets Business or equity securities of, Seller’s assets. Upon receipt during the Company and its subsidiaries, taken as a whole (Covered Period of 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 proposing an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement, or enter into any agreement with respect to an Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect communication 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; and (c) that it will notify the other party promptly if any such inquiries or proposals are made regarding an Alternative Proposal. Notwithstanding the foregoing, Company may, directly or indirectly, furnish information and access to, and may participate in discussions and negotiate with, Seller Party from any corporation, partnership, person or other entityperson, and may agree to or endorse such Alternate Proposal if such corporation partnership, person or other entity regarding any transaction described in clauses (i)-(iv) of the previous sentence, Seller Representative shall promptly provide written notice to Buyer of such communication, identifying the communicant (each, a “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 other entity with whom Seller has made previously entered into a proposal to its Board confidentiality or nondisclosure agreement for the purposes of Directors relating to an Alternative Proposal which the Board of Directors believes is discussing any transaction described in clauses (ii)-(iv) superior from a financial point of view prior to the Merger and commencement of the Covered Period; provided that Seller shall deliver the written notice required in the previous sentence (ii) is reasonably likely to be consummated and the Board of Directors, after consultation with independent legal counsel, determines in its good faith judgment that taking such action is required to comply with the Board of Directors' fiduciary duty to its shareholders imposed by law. The Board of Directors shall provide a copy of any such proposal if in writing including all information therein to the Parent promptly after receipt thereof and thereafter keep the Parent promptly advised of extent permissible under any material development with respect thereto and any revision of the terms of such Alternative Proposal. Nothing in this Section 8.8 shall (xapplicable confidentiality or nondisclosure agreement) permit the Company to terminate this Agreement (except as specifically provided in Article 10 hereof), (y) permit Parent or the Company to enter into any agreement with respect to an Alternative Proposal during such unsolicited communication from any such party. For purposes of this Section 4.11, the term of this Agreement (it being agreed that during the term of this Agreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation under this Agreement.“

No Shop. The Company During the period beginning on the Effective Date and continuing until the earlier of (i) the NTP Date and (ii) the termination of this Agreement in accordance with Section 20.9, and, if this Agreement has been terminated in accordance with 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 (the “No Shop Period”), Contractor agrees (a) that neither it nor any of its subsidiaries Affiliates, directors, officers, employees, or other agents or representatives *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (including any investment banking, legal or accounting firm retained by any of them, and any individual member or employee thereof) (each such Person a “Representative”) shall, and that it shall direct its and use its reasonable best efforts to cause its officers, directors, employees, agents and their respective representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to, initiate, solicit or encourage, directly or indirectly, (i) solicit, initiate or knowingly facilitate or encourage any inquiries inquiry with respect to, or the making making, submission or implementation of any proposal or offer (including, without limitationannouncement of, any proposal or offer to its shareholders) with respect to a merger, sale (other than in connection with the ROFR Agreement), consolidation or similar transaction involving, the purchase of all or any significant portion of the assets or equity securities of, the Company and its subsidiaries, taken as a whole (any such proposal or offer being hereinafter referred to as an "Alternative Proposal"), or engage (ii) participate in any negotiations concerningor substantive discussions regarding an Alternative Proposal with, or provide furnish any confidential non-public information or data access to its properties, books, records or personnel to, or have any discussions with, any person proposing that has made or, to Contractor's knowledge, is considering making an Alternative Proposal, (iii) continue, resume or release engage in discussions regarding an Alternative Proposal with any third party from any obligations under any existing standstill agreement or arrangementperson that has made or, or enter into any agreement with respect to Contractor's knowledge, is considering making an Alternative Proposal, except to notify such person as to the existence of the provisions of this Section 1.11(c), (iv) approve, endorse, cooperate with or recommend any Alternative Proposal, (v) enter into any letter of intent or agreement in principle or any agreement or understanding, oral or written, providing for any Alternative Proposal, or (vi) otherwise cooperate with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt to make or implement an Alternative Proposal; by any Person (bother than Owner) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to, or which would reasonably be expected to any of the foregoingresult in, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section; and (c) that it will notify the other party promptly if any such inquiries or proposals are made regarding an Alternative Proposal. Notwithstanding the foregoing, Company may, directly or indirectly, furnish information and access toContractor shall promptly inform its Representatives, and may participate in discussions shall cause its Affiliates and negotiate withother 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 corporationinquiries, partnership, person proposals or other entity, and may agree to or endorse such Alternate Proposal if such corporation partnership, person or other entity has made a proposal to its Board of Directors relating offers related to an Alternative Proposal which the Board of Directors believes are received by, any information or data is (i) superior from a financial point of view requested from, or any negotiations or discussions related to the Merger and (ii) is reasonably likely an Alternative Proposal are sought to be consummated initiated or continued with, Contractor or any of its Affiliates or any of their respective directors, officers, employees and the Board of DirectorsAffiliates or, after consultation with independent legal counselto Contractor's Knowledge, determines in its good faith judgment that taking any other representative, and such action is required to comply with the Board of Directors' fiduciary duty to its shareholders imposed by law. The Board of Directors notice shall provide a copy include copies of any such proposal if in writing to letters, proposals or other communications received, as well as the Parent promptly after receipt thereof and thereafter keep the Parent promptly advised of any material development with respect thereto and any revision of the terms details of such Alternative Proposal. Nothing in Notwithstanding anything herein to the contrary, this Section 8.8 shall (x1.11(c) permit the Company to terminate this Agreement (except as specifically provided in Article 10 hereof), (y) permit Parent or the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, the Company shall not enter into any agreement apply after the date of termination in accordance with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation under this AgreementSection 20.9.

No Shop. The Subject to the fiduciary duties of the Board after receipt of the advice of the Company’s outside legal counsel, the Company agrees (a) that neither it nor shall not, and shall not permit any of its subsidiaries shall, and it shall direct and use its reasonable best efforts to cause its officersaffiliates, directors, officers, employees, representatives or agents and representatives of the Company (includingcollectively, without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiariesthe “Representatives”) not to, initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholders) other than with respect to the disposition of non-core assets of the Company, for a price not to exceed $30,000,000 in the aggregate, permitted under the Credit Agreement, (i) discuss, knowingly encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, any transaction involving a merger, sale (other than in connection with the ROFR Agreement)consolidation, consolidation business combination, purchase or similar transaction involving, the purchase disposition of all or any significant portion material amount of the assets or equity securities of, any capital stock of the Company and or any of its subsidiariessubsidiaries other than the transactions contemplated by this Agreement, taken as a whole (ii) facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of any such proposal alternative transaction, (iii) furnish or offer being hereinafter referred cause to as an "Alternative Proposal")be furnished, to any Person, any information concerning the business, operations, properties or assets of the Company or any of its subsidiaries in connection with any such alternative transaction, or engage (iv) otherwise cooperate in any negotiations concerningway with, or provide any confidential information assist or data toparticipate in, facilitate or have any discussions withknowingly encourage, any person proposing an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement, or enter into any agreement with respect to an Alternative Proposal, or otherwise facilitate any effort or attempt by any other Person to make do or implement an Alternative Proposal; seek any of the foregoing. The Company shall (band shall cause its Representatives to) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties Persons conducted heretofore with respect to any such alternative transaction, including, without limitation, the sale of the foregoing, Company’s European and it will take the necessary steps to inform the individuals or entities referred to above rest of the obligations undertaken world industrial energy business. This Section 7(b) shall not apply to the possible sale of businesses identified in this Section; and writing by the Company to the Standby Purchasers on or prior to the date hereof. (c) that it will notify the other party promptly if any such inquiries or proposals are made regarding an Alternative Proposal. Notwithstanding the foregoing, Company may, directly or indirectly, furnish information and access to, and may participate in discussions and negotiate with, any corporation, partnership, person or other entity, and may agree to or endorse such Alternate Proposal if such corporation partnership, person or other entity has made a proposal to its Board of Directors relating to an Alternative Proposal which the Board of Directors believes is (i) superior from a financial point of view to the Merger and (ii) is reasonably likely to be consummated and the Board of Directors, after consultation with independent legal counsel, determines in its good faith judgment that taking such action is required to comply with the Board of Directors' fiduciary duty to its shareholders imposed by lawExpense Reimbursement. The Board Company agrees to promptly reimburse each Standby Purchaser for all of Directors shall provide a copy of any its reasonable out-of-pocket costs and expenses and reasonable attorneys’ fees (collectively, “Expenses”) incurred by such proposal if Standby Purchaser in writing to the Parent promptly after receipt thereof and thereafter keep the Parent promptly advised of any material development connection with respect thereto and any revision of the terms of such Alternative Proposal. Nothing in this Section 8.8 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 10 hereof), (y) permit Parent or the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, its due diligence investigation of the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (and other than a confidentiality agreement in customary form)), or (z) affect any other obligation under this Agreement.activities relating to the transactions contemplated hereunder upon the Company’s receipt of all

No Shop. The Company Each SELLER and each Shareholder agrees (a) that neither it nor any that, from the ------- date hereof and until the first to occur of its subsidiaries shallthe Closing or the termination of this Agreement in accordance with Article 15, no SELLER, none of such SELLER's respective officers or directors and no Shareholder will, and it shall each SELLER and each Shareholder will direct and use its reasonable their best efforts to cause its officers, directors, employees, agents and each of their respective representatives (including, without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiaries) not to, initiate, solicit solicit, encourage or encouragerespond to, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, including any proposal or offer to its shareholdersthe Shareholders) with respect to a merger, sale (other than in connection with the ROFR Agreement)acquisition, consolidation or similar transaction involving, the or any purchase of all or any significant portion of the assets or any equity securities of, the Company and its subsidiaries, taken as a whole SELLER (any such proposal or offer being hereinafter referred to as an "Alternative Acquisition Proposal")) or provide any Confidential Information respecting any SELLER or BUYER or any affiliate of BUYER to, or engage in any negotiations concerning, or provide any confidential information or data to, activities or have any discussions or negotiations with, any person proposing an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement, or enter into any agreement with respect Person relating to an Alternative Proposal, Acquisition Proposal or otherwise facilitate any effort or attempt to make or implement an Alternative Acquisition Proposal; . Each SELLER and each Shareholder will: (ba) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties Persons conducted heretofore with respect to any of the foregoing, and it each will take the steps necessary steps to inform the individuals or entities referred to above such Persons of the obligations undertaken in this Section; Section 9.10, and (cb) that it will notify the other party promptly BUYER immediately if any such inquiries or proposals are made regarding an Alternative Proposal. Notwithstanding the foregoingreceived by, Company mayany such information is requested from, directly or indirectly, furnish information and access to, and may participate in any such discussions and negotiate or negotiations are sought to be initiated or continued with, any corporation, partnership, person SELLER or other entity, and may agree to or endorse such Alternate Proposal if such corporation partnership, person or other entity has made a proposal to its Board of Directors relating to an Alternative Proposal which the Board of Directors believes is (i) superior from a financial point of view to the Merger and (ii) is reasonably likely to be consummated and the Board of Directors, after consultation with independent legal counsel, determines in its good faith judgment that taking such action is required to comply with the Board of Directors' fiduciary duty to its shareholders imposed by law. The Board of Directors shall provide a copy of any such proposal if in writing to the Parent promptly after receipt thereof and thereafter keep the Parent promptly advised of any material development with respect thereto and any revision of the terms of such Alternative Proposal. Nothing in this Section 8.8 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 10 hereof), (y) permit Parent or the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation under this AgreementShareholder.

No Shop. The Company agrees (a) that neither it Seller will not, nor will Seller permit any of its subsidiaries shall, and it shall direct and use its reasonable best efforts to cause its officers, directors, employees, agents and representatives (including, without limitation, any investment banker, attorney Affiliates or accountant retained by it the Company or any of its subsidiaries) not Subsidiaries to, initiate, solicit or encourage, directly or indirectly, any inquiries (i) discuss, negotiate, undertake, authorize, recommend, propose or enter into, either as the making proposed surviving, merged, acquiring or implementation of any proposal or offer (including, without limitationacquired corporation, any proposal or offer to its shareholders) with respect to transaction involving a merger, sale consolidation, business combination, purchase or disposition of any amount of the assets of the Company (other than the UK Land or any sales or other dispositions of assets in the Ordinary Course of Business as permitted under this Agreement) or any equity interests in the Company or any of its Subsidiaries other than the transactions contemplated by this Agreement (an “Acquisition Transaction”); (ii) facilitate, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction; (iii) furnish or cause to be furnished, to any Person, any information concerning the business, operations, properties or assets of the Company of any of its Subsidiaries in connection with the ROFR Agreement)an Acquisition Transaction; or (iv) otherwise cooperate in any way with, consolidation or similar transaction involvingassist or participate in, the purchase of all facilitate or encourage, any significant portion effort or attempt by any other Person to do or seek any of the assets or equity securities of, foregoing. Seller shall and shall cause the Company and its subsidiaries, taken as a whole (any such proposal or offer being hereinafter referred respective Affiliates 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 proposing an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement, or enter into any agreement with respect to an Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties Person (other than Buyer) 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; and (c) that it will notify the other party promptly if any such inquiries or proposals are made regarding an Alternative Proposal. Notwithstanding the foregoing, Company may, directly or indirectly, furnish information and access Seller agrees not to, and may participate in discussions to cause the Company and negotiate withits respective Affiliates not to, release any corporation, partnership, person or other entity, third party from the confidentiality and may agree standstill provisions of any agreement to or endorse such Alternate Proposal if such corporation partnership, person or other entity has made a proposal to its Board of Directors relating to an Alternative Proposal which the Board of Directors believes is either (i) superior from the Company is a financial point of view to the Merger and party or (ii) Seller is reasonably likely to be consummated a party and the Board of Directorsagreement 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, after consultation with independent legal counsel, determines in its good faith judgment it being acknowledged and agreed that taking such action is required to comply with the Board of Directors' fiduciary duty to its shareholders imposed by law. The Board of Directors shall provide a copy of any such proposal if in writing breach or threatened breach shall cause irreparable injury to the Parent promptly after receipt thereof Buyer and thereafter keep the Parent promptly advised of any material development with respect thereto and any revision of the terms of such Alternative Proposal. Nothing in this Section 8.8 shall (x) permit the Company that money damages would not provide an adequate remedy to terminate this Agreement (except as specifically provided in Article 10 hereof), (y) permit Parent or the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreement, the Company shall not enter into any agreement with any person that provides for, or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation under this AgreementBuyer.

No Shop. The Company Prior to the Closing Date, Cineplex Odeon agrees that: (a) that neither it it, nor any of its subsidiaries shallSubsidiaries, and it shall direct and use its reasonable best efforts to cause its none of the officers, directors, employees, agents and representatives thereof (including, without limitation, any investment banker, attorney or accountant retained by it or any of its subsidiaries) not tothereby), shall initiate, solicit or encourage, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its shareholdersstockholders) with respect to a merger, sale (other than in connection with the ROFR Agreement)acquisition, consolidation or similar transaction involving, the or any purchase of all or any significant portion of the assets or (except with respect to the exercise of stock options issued pursuant to the terms of the Cineplex Odeon Stock Option Plan) any equity securities of, the Company and its subsidiaries, taken as a whole 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 proposing relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement, or enter into arrangement relating to any agreement with respect to an Alternative Proposal, or otherwise facilitate any effort or attempt to make or implement an Alternative Proposal; (b) that 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 SectionSection 6.10; and (c) that it will notify the other party promptly parties without unnecessary delay if any such inquiries or proposals are made regarding 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 Proposal is likely to be available (as reasonably determined in good faith by the Special Committee after consultation with its financial advisors), (C) the Board of Directors of Cineplex Odeon shall reasonably conclude in 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 its fiduciary duties to stockholders imposed by law, (D) prior 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) 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 the Confidentiality Agreements; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Notwithstanding Cineplex Odeon shall notify LTM orally and in writing of any such inquiries, offers or proposals (including, without limitation, the foregoing, Company may, directly or indirectly, furnish information terms and access to, and may participate in discussions and negotiate with, any corporation, partnership, person or other entity, and may agree to or endorse such Alternate Proposal if such corporation partnership, person or other entity has made a proposal to its Board of Directors relating to an Alternative Proposal which the Board of Directors believes is (i) superior from a financial point of view to the Merger and (ii) is reasonably likely to be consummated and the Board of Directors, after consultation with independent legal counsel, determines in its good faith judgment that taking such action is required to comply with the Board of Directors' fiduciary duty to its shareholders imposed by law. The Board of Directors shall provide a copy conditions of any such proposal if in writing to and the Parent promptly after identity of the person making it), by the close of business on the business day following the receipt thereof by Cineplex Odeon, and thereafter shall keep LTM informed of the Parent promptly advised status and details of any material development with respect thereto such inquiry, offer or proposal, and any revision shall give LTM one business day's advance notice of the terms of such Alternative Proposal. Nothing in this Section 8.8 shall (x) permit the Company to terminate this Agreement (except as specifically provided in Article 10 hereof), (y) permit Parent or the Company to enter into any agreement with respect to an Alternative Proposal during the term of this Agreement (it being agreed that during the term of this Agreementbe entered into with, the Company shall not enter into or any agreement with information to be supplied to, any person that provides formaking such inquiry, offer or in any way facilitates, an Alternative Proposal (other than a confidentiality agreement in customary form)), or (z) affect any other obligation under this Agreementproposal. Section 6.11.