Common use of Exclusivity; No Other Negotiations Clause in Contracts

Exclusivity; No Other Negotiations. (a) None of the CAMAC Parties shall take (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of any of the CAMAC Parties to take) directly or indirectly, any action to initiate, assist, solicit, negotiate, or encourage any offer, inquiry or proposal from any Person other than the PAPI Parties: (i) relating to the acquisition of the Oyo Field, or any interest thereon, or any interest in and to the Contract Rights (including any acquisition structured as a merger, consolidation, share exchange or other business combination) (an “Acquisition Proposal”); (ii) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Acquisition Proposal with any of the CAMAC Parties; (iii) to participate in discussions or negotiations with or to furnish or cause to be furnished any information with respect to the CAMAC Parties or afford access to such assets and properties or books and records of any of the CAMAC Parties to any Person who any of the CAMAC Parties (or any such Person acting for or on their behalf) knows or has reason to believe is in the process of considering any Acquisition Proposal relating to any of the CAMAC Parties; (iv) to participate in any discussions or negotiations regarding, furnish any material non-public information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing, or (v) to take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby.

Exclusivity; No Other Negotiations. (a) None Except as set forth in Section 10.2 of the CAMAC Parties SM Disclosure Schedule, none of the SM Entities or the SM Shareholders shall take, and each of the SM Shareholders agrees that it shall use commercially reasonable efforts to cause each such Group Company not to take (which, with respect to the SM Institutional Shareholders, shall mean the directing of such SM Institutional Shareholder’s nominee(s) on the board of directors of SM Cayman to vote against any action by a Group Company in contravention of this Section 10.2), or authorize or permit any director, officer, investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of the Group Companies and/or any of the CAMAC Parties SM Shareholders to take) , directly or indirectly, any action to initiate, assist, solicit, negotiate, or encourage any offer, inquiry or proposal from any Person other than the PAPI PartiesIdeation: (i) relating to the acquisition of any shares, registered capital or other equity securities of any of the Oyo Field, Group Companies or any interest thereon, or assets of any interest of the Group Companies other than sales of assets in and to the Contract Rights ordinary course of business (including any acquisition structured as a merger, consolidation, share exchange or other business combination) (an “Acquisition Proposal”); (ii) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Acquisition Proposal with any of the CAMAC PartiesGroup Companies and/or any SM Shareholders; (iii) to participate in discussions or negotiations with or to furnish or cause to be furnished any information with respect to the CAMAC Parties Group Companies or afford access to such the assets and properties or books and records of the Group Companies to any Person whom any of the CAMAC Parties to any Person who any of the CAMAC Parties Group Companies (or any such Person acting for or on their behalf) knows or has reason to believe is in the process of considering any Acquisition Proposal relating to any of the CAMAC PartiesGroup Companies; (iv) to participate in any discussions or negotiations regarding, furnish any material non-public information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing, or (v) to take any other action that is inconsistent with the Transactions and that has the primary effect of avoiding the Closing contemplated hereby; provided, that SM Cayman or its board of directors may engage in discussions with any Person who has made an unsolicited bona fide written Acquisition Proposal that the board of directors SM Cayman determines in good faith constitutes, or could reasonably be expected to result in, an SM Superior Proposal, provided however that no such discussions shall limit, affect or impair the enforceability of this Agreement against any SM Party (including the Designated Agent and the Non-signing Shareholder) prior to the termination hereof.

Exclusivity; No Other Negotiations. (a) None of the CAMAC Parties HMDF Entities and the HMDF Shareholders shall take (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained Representative by or acting for or on behalf of the HMDF Entities and/or any of the CAMAC Parties HMDF Shareholders to take) directly or indirectly, any action to initiate, assist, solicit, negotiate, or encourage any offer, inquiry or proposal from any Person other than the PAPI PartiesTM: (i) relating to the acquisition of any capital stock or other voting securities of any of the Oyo Field, HMDF Entities or any interest thereon, or any interest assets of the HMDF Entities other than sales of assets in and to the Contract Rights ordinary course of business (including any acquisition structured as a merger, consolidation, share exchange or other business combination) (an “Acquisition Proposal”); (ii) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Acquisition Proposal with any of the CAMAC PartiesHMDF Entities and/or any HMDF Shareholder; (iii) to participate in discussions or negotiations with or to furnish or cause to be furnished any information with respect to any of the CAMAC Parties HMDF Entities or afford access to such the assets and properties or books and records of any of the CAMAC Parties HMDF Entities to any Person (other than as contemplated by Section 6.1) who any of the CAMAC Parties HMDF Entities (or any such Person acting for or on their behalf) knows or has reason to believe is in the process of considering any Acquisition Proposal relating to any of the CAMAC PartiesHMDF Entities; (iv) to participate in any discussions or negotiations regarding, furnish any material non-public information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing, ; or (v) to take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby.

Exclusivity; No Other Negotiations. (a) None of the CAMAC Parties PAI Entities or the PAI Shareholder shall take (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of any of PAI Entities and/or the CAMAC Parties PAI Shareholder to take) directly or indirectly, any action to initiate, assist, solicit, negotiate, or encourage any offer, inquiry or proposal from any Person other than the PAPI PartiesNCCI: (i) relating to the acquisition of the Oyo Field, any capital stock or other voting securities of PAI Entities or any interest thereon, or any interest assets of PAI Entities other than sales of assets in and to the Contract Rights ordinary course of business (including any acquisition structured as a merger, consolidation, share exchange or other business combination) (an “Acquisition ProposalAlternative Acquisition”); (ii) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Alternative Acquisition Proposal with any of the CAMAC PartiesPAI Entities and/or any PAI Shareholders; (iii) to participate in discussions or negotiations with or to furnish or cause to be furnished any information with respect to the CAMAC Parties PAI Entities or afford access to such the assets and properties or books and records of any of the CAMAC Parties PAI Entities to any Person (other than as contemplated by Section 5.1) who any of the CAMAC Parties PAI Entities (or any such Person acting for or on their behalf) knows or has reason to believe is in the process of considering any Alternative Acquisition Proposal relating to any of the CAMAC PartiesPAI Entities; (iv) to participate in any discussions or negotiations regarding, furnish any material non-public information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing, or (v) to take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby.

Exclusivity; No Other Negotiations. (a) None of the CAMAC Parties shall take (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of any of the CAMAC Parties to take) directly or indirectly, any action to initiate, assist, solicit, negotiate, or encourage any offer, inquiry or proposal from any Person other than the PAPI CEI Parties: (i) relating to the acquisition of the Oyo Fieldarea covered by OML 120/121, or any interest thereon, or any interest in and to the Contract Rights (including any acquisition structured as a merger, consolidation, share exchange or other business combination) (an “Acquisition Proposal”); (ii) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Acquisition Proposal with any of the CAMAC Parties; (iii) to participate in discussions or negotiations with or to furnish or cause to be furnished any information with respect to the CAMAC Parties or afford access to such assets and properties or books and records of any of the CAMAC Parties to any Person who any of the CAMAC Parties (or any such Person acting for or on their behalf) knows or has reason to believe is in the process of considering any Acquisition Proposal relating to any of the CAMAC Parties; (iv) to participate in any discussions or negotiations regarding, furnish any material non-public information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing, or (v) to take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated herebyClosing.

Exclusivity; No Other Negotiations. (a) None of the CAMAC Parties Pypo Entities or the Pypo Shareholders shall take (or authorize or permit any investment banker, financial advisor, attorney, accountant or other Person retained by or acting for or on behalf of Pypo Entities and/or any of the CAMAC Parties Pypo Shareholders to take) directly or indirectly, any action to initiate, assist, solicit, negotiate, or encourage any offer, inquiry or proposal from any Person other than the PAPI PartiesMiddle Kingdom: (i) relating to the acquisition of the Oyo Field, any capital stock or other voting securities of Pypo Entities or any interest thereon, or any interest assets of Pypo Entities other than sales of assets in and to the Contract Rights ordinary course of business (including any acquisition structured as a merger, consolidation, share exchange or other business combination) (an “Acquisition Proposal”); (ii) to reach any agreement or understanding (whether or not such agreement or understanding is absolute, revocable, contingent or conditional) for, or otherwise attempt to consummate, any Acquisition Proposal with any of the CAMAC PartiesPypo Entities and/or any Pypo Shareholders; (iii) to participate in discussions or negotiations with or to furnish or cause to be furnished any information with respect to the CAMAC Parties Pypo Entities or afford access to such the assets and properties or books and records of any of the CAMAC Parties Pypo Entities to any Person (other than as contemplated by Section 10.1) who any of the CAMAC Parties Pypo Entities (or any such Person acting for or on their behalf) knows or has reason to believe is in the process of considering any Acquisition Proposal relating to any of the CAMAC PartiesPypo Entities; (iv) to participate in any discussions or negotiations regarding, furnish any material non-public information with respect to, assist or participate in, or facilitate in any other manner any effort or attempt by any Person to do or seek any of the foregoing, or (v) to take any other action that is inconsistent with the Transactions and that has the effect of avoiding the Closing contemplated hereby.