Common use of Acquisition Proposals; Change in Recommendation Clause in Contracts

Acquisition Proposals; Change in Recommendation. (a) None of Midstream GP, Midstream and its Subsidiaries shall, and they shall use their commercially reasonable efforts to cause their Representatives not to, directly or indirectly, (i) knowingly initiate, solicit or encourage the submission of any Acquisition Proposal, or (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, any Acquisition Proposal. Notwithstanding the foregoing, but subject to the limitations in Section 6.7(b), nothing contained in this Agreement shall prohibit Midstream and Midstream GP from furnishing any information to, including information pertaining to CEQP or its Subsidiaries, or entering into or participating in discussions or negotiations with, any person that makes an unsolicited written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 6.7 (a “Receiving Party”), if (i) the Midstream GP Board, after consultation with its outside legal counsel and financial advisors, determines in good faith (A) that such Acquisition Proposal constitutes or is likely to result in a Superior Proposal, and (B) that failure to take such action would be inconsistent with its fiduciary duties under the Midstream Partnership Agreement and applicable Law and (ii) prior to furnishing any such non-public information to such Receiving Party, Midstream receives from such Receiving Party an executed Confidentiality Agreement, provided, however, that if Midstream receives an Acquisition Proposal that includes a CEQP Acquisition Proposal, Midstream may, in its discretion, respond to a Receiving Party to indicate that Midstream cannot entertain an Acquisition Proposal that includes a CEQP Acquisition Proposal.

Acquisition Proposals; Change in Recommendation. (a) None of Midstream Holdings GP, Midstream Holdings and its Subsidiaries shall, and they shall use their commercially reasonable best efforts to cause their Representatives not to, directly or indirectly, (i) knowingly initiate, solicit or encourage the submission of any Acquisition Proposal, or (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, any Acquisition Proposal. Notwithstanding the foregoing, but subject to the limitations in Section 6.7(b), nothing contained in this Agreement shall prohibit Midstream Holdings and Midstream Holdings GP from furnishing any information to, including information pertaining to CEQP Partners or its Subsidiaries, or entering into or participating in discussions or negotiations with, any person that makes an unsolicited written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 6.7 (a “Receiving Party”), if (i) the Midstream Holdings GP Board, after consultation with its outside legal counsel and financial advisors, determines in good faith (A) that such Acquisition Proposal constitutes or is likely to result in a Superior Proposal, and (B) that failure to take such action would be inconsistent with its fiduciary duties under the Midstream Holdings Partnership Agreement and applicable Law and (ii) prior to furnishing any such non-public information to such Receiving Party, Midstream Holdings receives from such Receiving Party an executed Confidentiality Agreement, provided, however, that if Midstream Holdings receives an Acquisition Proposal that includes a CEQP Partners Acquisition Proposal, Midstream Holdings may, in its discretion, respond to a Receiving Party to indicate that Midstream Holdings cannot entertain an Acquisition Proposal that includes a CEQP Partners Acquisition Proposal.

Acquisition Proposals; Change in Recommendation. (a) None of Midstream GP, Midstream and its Subsidiaries Neither Holdings GP nor Holdings shall, and they shall use their commercially reasonable best efforts to cause their Representatives not to, directly or indirectly, (i) knowingly initiate, solicit solicit, knowingly encourage or encourage facilitate any inquiries or the making or submission of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, or (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, any Acquisition Proposal. Notwithstanding the foregoing, but subject to the limitations in Section 6.7(b6.6(b), nothing contained in this Agreement shall prohibit Midstream and Midstream GP Holdings or any of its Representatives from furnishing any information to, including information pertaining to CEQP or its SubsidiariesPartners, or entering into or participating in discussions or negotiations with, any person that makes an unsolicited written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 6.7 6.6 (a “Receiving Party”), if (i) the Midstream GP Board, Holdings Audit Committee after consultation with its outside legal counsel and financial advisors, determines in good faith (A) that such Acquisition Proposal constitutes or is likely to result in a Superior Proposal, and (B) that failure to take such action would be inconsistent with its fiduciary duties under the Midstream Holdings Partnership Agreement and applicable Law and (ii) prior to furnishing any such non-public information to such Receiving Party, Midstream Holdings receives from such Receiving Party an executed Confidentiality Agreement, provided, however, that if Midstream Holdings receives an Acquisition Proposal that includes a CEQP Partners Acquisition Proposal, Midstream Holdings may, in its discretion, respond to a Receiving Party to indicate that Midstream Holdings cannot entertain an Acquisition Proposal that includes a CEQP Partners Acquisition Proposal.

Acquisition Proposals; Change in Recommendation. (a) None of Midstream GP, Midstream and its Subsidiaries Neither Xxxxxx XX nor Xxxxxx shall, and they shall use their commercially reasonable best efforts to cause their Representatives not to, directly or indirectly, (i) knowingly initiate, solicit solicit, knowingly encourage or encourage facilitate any inquiries or the making or submission of any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal, or (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to, any Acquisition Proposal. Notwithstanding the foregoing, but subject to the limitations in Section 6.7(b), nothing contained in this Agreement shall prohibit Midstream and Midstream GP Xxxxxx or any of its Representatives from furnishing any information to, including information or data pertaining to CEQP or its SubsidiariesXxxxxx, or entering into or participating in discussions or negotiations with, any person that makes an unsolicited written Acquisition Proposal that did not result from a knowing and intentional breach of this Section 6.7 6.6 (a “Receiving Party”), if (i) the Midstream GP Board, Xxxxxx Audit Committee after consultation with its outside legal counsel and financial advisors, determines in good faith (A) that such Acquisition Proposal constitutes or is likely to result in a Superior Proposal, and (B) that failure to take such action would be inconsistent with its fiduciary duties under the Midstream Xxxxxx Existing Partnership Agreement and applicable Law and (ii) prior to furnishing any such non-public information to such Receiving PartyParty (including any information pertaining to Xxxxxx Subsidiaries in which Partners has an equity interest or transactions to which Partners is a party), Midstream Xxxxxx receives from such Receiving Party an executed Confidentiality Agreement, provided, however, that if Midstream receives an Acquisition Proposal that includes a CEQP Acquisition Proposal, Midstream may, in its discretion, respond to a Receiving Party to indicate that Midstream cannot entertain an Acquisition Proposal that includes a CEQP Acquisition Proposal.