Common use of No Negotiation Clause in Contracts

No Negotiation. From the date of this Agreement through the earlier of the Closing Date or the date on which this Agreement is earlier terminated pursuant to Article 10, neither Seller nor any of its Subsidiaries, Affiliates or Representatives shall, directly or indirectly, solicit, initiate or encourage any inquiries or proposals from, discuss or negotiate with, provide any information to or consider any inquiries or proposals from, any Person (other than Buyer and its Affiliates and Representatives) relating to any transaction involving the sale of all or any portion of the Business, whether affected by sale of assets, sale of stock, merger or otherwise. Seller shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5, and (iii) notify Buyer promptly upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business or any of the Longhorn Entities made available to any third party (other than Buyer and its Affiliates and Representatives) since January 1, 2010 with respect to or in connection with any inquiries, proposals or access to information prior to the Closing Date and of a type described in the first sentence of this Section 5.5 to the full extent provided in the confidentiality agreement entered into between Seller and/or Longhorn and such third party in connection therewith. In addition, Seller shall not release any such third party from any such confidentiality agreement (or any obligation thereunder) or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign to Buyer (to the extent assignable without the consent of such third party) Seller’s rights thereunder as it relates to the Business and the Longhorn Entities.

No Negotiation. From During the date of this Agreement through Pre-Closing Period, neither the earlier Company, TopCo, nor any Member shall, and neither the Company, TopCo, nor any Member shall authorize or permit any Representative or Affiliate of the Closing Date Company, TopCo, or the date on which this Agreement is earlier terminated pursuant to Article 10, neither Seller nor any of its Subsidiaries, Affiliates or Representatives shall, directly or indirectly, Member to: (a) solicit, initiate encourage, make or encourage facilitate the initiation or submission of any inquiries expression of interest, inquiry, proposal or proposals fromoffer from any Person (other than Buyer) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement, discuss understanding or negotiate arrangement with, or provide any non-public information to or consider any inquiries or proposals fromto, any Person (other than Buyer and or its Affiliates and Representatives) relating to any transaction involving the sale of all or any portion of the Business, whether affected by sale of assets, sale of stock, merger or otherwise. Seller shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5, and (iii) notify Buyer promptly upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business or any of the Longhorn Entities made available to any third party (other than Buyer and its Affiliates and Representatives) since January 1, 2010 with respect to or in connection with a possible Acquisition Transaction; or (c) entertain or accept any inquiriesproposal or offer from any Person (other than Buyer) relating to a possible Acquisition Transaction. The Company, proposals each of TopCo and MidCo, and each Member shall immediately cease and cause to be terminated, all existing discussions or access negotiations with any Persons conducted with respect to, or that could lead to, a possible Acquisition Transaction. The Company, TopCo, and each Member shall promptly (and in any event within 24 hours of receipt thereof) notify Buyer orally and in writing of any inquiry, indication of interest, proposal, offer or request for non-public information relating to information prior to a possible Acquisition Transaction that is received by the Company, TopCo, or such Member during the Pre-Closing Date Period, which notice shall include: (i) the identity of the Person making or submitting such inquiry, indication of interest, proposal, offer or request, and the terms and conditions thereof; and (ii) an accurate and complete copy of a type described all written materials, and an accurate and complete summary of all other non-written communications, in each case that are provided in connection with such inquiry, indication of interest, proposal, offer or request. The Company, TopCo, and each Member agrees that the first sentence of rights and remedies for noncompliance with this Section 5.5 to the full extent provided in the confidentiality agreement entered into between Seller and/or Longhorn 6.4 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and such third party in connection therewith. In addition, Seller shall not release agreed that any such third party from any such confidentiality agreement (breach or any obligation thereunder) or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign threatened breach shall cause irreparable injury to Buyer (and that money damages would not provide an adequate remedy to the extent assignable without the consent of such third party) Seller’s rights thereunder as it relates to the Business and the Longhorn EntitiesBuyer.

No Negotiation. From During the date of this Agreement through Pre-Closing Period, (i) neither the earlier of the Closing Date or the date on which this Agreement is earlier terminated pursuant to Article 10, neither Seller Company nor any of its Subsidiariesthe other Acquired Companies shall, Affiliates (ii) the Company shall ensure that no officer, director, employee or Representatives partner of the Company or any other Acquired Company shall, and (iii) the Company shall use commercially reasonable efforts to ensure that no other Representative of the Company or any other Acquired Company shall, directly or indirectly, : (a) solicit, initiate knowingly facilitate or knowingly encourage the initiation of any inquiries inquiry, proposal or proposals from, discuss offer from any Person (other than Parent or negotiate its Representatives acting on behalf of Parent) relating to a possible Acquisition Transaction; (b) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to or consider any inquiries or proposals fromto, any Person (other than Buyer and Parent or its Affiliates and RepresentativesRepresentatives acting on behalf of Parent) relating to any transaction involving the sale of all or any portion of the Business, whether affected by sale of assets, sale of stock, merger or otherwise. Seller shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5, and (iii) notify Buyer promptly upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business or any of the Longhorn Entities made available to any third party (other than Buyer and its Affiliates and Representatives) since January 1, 2010 with respect to or in connection with a possible Acquisition Transaction; or (c) consider, entertain or accept any inquiriesproposal or offer from any Person (other than Parent or its Representatives acting on behalf of Parent) relating to a possible Acquisition Transaction; provided, proposals however, that nothing contained in this Section 4.4 shall prohibit the Company from having discussions with any potential joint venture partner or access otherwise considering any strategic acquisition so long as (x) the potential joint venture or acquisition transaction does not contemplate the sale or issuance of any securities of any Acquired Company (unless otherwise disclosed to information Parent prior to the Closing Date date hereof) and would be intended primarily to address the needs of the Acquired Companies to find alternative sources of production of wafers for customers of the Acquired Companies during periods where the Acquired Companies lack the manufacturing capacity to fulfill their customers’ orders or forecasted orders for wafers, and (y) the Company does not enter into any letter of intent or other binding agreement with respect to any of the foregoing without the prior written consent of Parent, not to be unreasonably withheld. The Company shall promptly (and in any event within 48 hours of receipt thereof) notify Parent in writing of any inquiry, proposal or offer relating to a type described in possible Acquisition Transaction (including the first sentence identity of this Section 5.5 to the full extent provided in Person making or submitting such inquiry, proposal or offer, and the confidentiality agreement entered into between Seller and/or Longhorn and such third party in connection therewith. In additionterms thereof) that is received by the Company, Seller shall not release any such third party from other Acquired Company, any such confidentiality agreement (officer, director, employee or partner of the Company or any obligation thereunder) other Acquired Company or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign to Buyer (to the extent assignable without Knowledge of the consent Company) any other Representative of any Acquired Company during the Pre-Closing Period (in each case excluding any such third party) Seller’s rights thereunder as it relates notification and information regarding any inquiry, request or proposal made on or prior to the Business and date hereof, provided that no additional actions or communication regarding such prior proposals occur after the Longhorn Entitiesdate hereof).

No Negotiation. From the date of this Agreement through the earlier of the Closing Date or the date on which this Agreement is earlier terminated pursuant to Article 10, neither Seller Parent nor any of its Subsidiaries, Affiliates or Representatives shall, directly or indirectly, solicit, initiate or encourage any inquiries or proposals from, discuss or negotiate with, provide any information to or consider any inquiries or proposals from, any Person (other than Buyer and its Affiliates and Representatives) relating to any transaction involving the sale of all or any portion of the Business, whether affected by sale of assets, sale of stock, merger or otherwise. Seller Parent shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5, and (iii) notify Buyer promptly upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals. At or prior to Closing, Seller Parent shall request and require the return or destruction of all confidential information concerning the Business or any of the Longhorn Entities Rodeo Entity made available to any third party (other than Buyer and its Affiliates and Representatives) since January 1June 22, 2010 2011 with respect to or in connection with any inquiries, proposals or access to information prior to the Closing Date and of a type described in the first sentence of this Section 5.5 to the full extent provided in the confidentiality agreement entered into between Parent, Seller and/or Longhorn any Rodeo Entity and such third party in connection therewith. In addition, Seller Parent shall not release any such third party from any such confidentiality agreement (or any obligation thereunder) or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign to Buyer (to the extent assignable without the consent of such third party) SellerParent’s rights thereunder as it relates to the Business and the Longhorn Rodeo Entities.

No Negotiation. From Neither the date of this Agreement through the earlier of the Closing Date or the date on which this Agreement is earlier terminated pursuant to Article 10, neither Seller Company nor any of its Subsidiariesthe Sellers, Affiliates nor any officer, director, Affiliate or Representatives shallagent on behalf of any of the foregoing, will, at any time on and after the date hereof and prior to November 30, 2018, directly or indirectly, (a) enter into, or participate in, any discussions or negotiations, or solicit, initiate entertain or encourage any inquiries or proposals fromproposals, discuss which relate to the acquisition of the Shares or negotiate withthe Company, or the assets, properties, business or securities of the Company (or any material portion thereof), by way of merger, reorganization, sale of assets, stock sale or exchange or otherwise by any Person (other than the Buyer) or (b) provide any non-public information to or consider any inquiries or proposals fromto, any Person (other than Buyer and its Affiliates and Representativesthe Buyer) relating to any transaction involving such acquisition transaction. Promptly upon receiving any offer or inquiry from a Person (other than the sale of all Buyer) to acquire the Shares or the Company or any portion of the Business, whether affected by sale of its assets, sale properties or securities, the Sellers will notify Buyer of stocksuch offer or inquiry, merger or otherwiseand, if requested, will provide the Buyer with all details requested by the Buyer. Seller shall (i) ensure The parties acknowledge and agree that its Subsidiaries, Affiliates and Representatives are aware there would be irreparable damage in the event that any of the provisions of this Section 5.55.02 are not performed in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that the non-breaching party shall be entitled to an injunction or injunctions (iior other appropriate equitable relief) be responsible for any to prevent breaches by any such parties of this Section 5.5Section, and (iii) notify Buyer promptly upon each of the receipt by it of any inquiries or proposals from any third parties shall have the right to specifically enforce this Section and the terms and provisions hereof against the other party relating in addition to any such potential transaction, such notice other remedy to include the name of such third party and the material terms and conditions of any such inquiries which they may be entitled at law or proposalsin equity. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business or Notwithstanding any of the Longhorn Entities made available to foregoing, the Company and the Sellers may take any third party of the actions otherwise prohibited by clauses (other than Buyer a) and its Affiliates and Representatives(b) since January 1, 2010 with respect to or in connection with any inquiries, proposals or access to information prior above so long as they are limited to the Closing Date and transfer of Shares not being sold to Buyer, in a type described in manner that does not prevent or interfere with the first sentence sale of this Section 5.5 to the full extent provided in the confidentiality agreement entered into between Seller and/or Longhorn and such third party in connection therewith. In addition, Seller shall not release any such third party from any such confidentiality agreement (or any obligation thereunder) or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign Shares to Buyer (to or the extent assignable without obligations of the consent of such third party) Seller’s rights thereunder as it relates to the Business and the Longhorn EntitiesCompany or Sellers under this Agreement.

No Negotiation. From the date of this Agreement through the earlier of the Closing Date or the date on which this Agreement is earlier terminated pursuant to Article 10terminated, neither Seller nor any of its Subsidiaries, Affiliates or Representatives shall, directly or indirectly, solicit, initiate or encourage any inquiries or proposals from, discuss or negotiate with, provide any information to or consider any inquiries or proposals from, any Person (other than the Buyer and its Affiliates and Representativesrepresentatives) relating to any transaction involving the sale of all or any portion of the Company Business, whether affected by sale of assets, sale of stockequity interests, merger or otherwise. The Seller shall (i) ensure that its Subsidiariessubsidiaries, Affiliates and Representatives representatives are aware of the provisions of this Section 5.54.5, and (ii) be responsible for any breaches by any such parties of this Section 5.5, and (iii) notify Buyer promptly upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals4.5. At or prior to Closing, the Seller shall request and require the return or destruction of all confidential information concerning the Company Business or any of the Longhorn Entities Company made available to any third party (other than the Buyer and its Affiliates and Representatives) since January 1, 2010 with respect to or in connection with any inquiries, proposals or access to information prior to the Closing Date and of a type described in the first sentence of this Section 5.5 4.5 to the full extent provided in the confidentiality agreement entered into between the Seller and/or Longhorn the Company and such third party in connection therewith. In addition, the Seller shall not release any such third party from any such confidentiality agreement (or any obligation thereunder) or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of the Buyer enforce the terms of such confidentiality agreement against such third party and assign to the Buyer (to the extent assignable without the consent of such third party) the Seller’s rights thereunder as it relates to the Company Business and the Longhorn EntitiesCompany. Nothing in this Agreement shall restrict or limit the Seller’s rights to engage in any discussions with respect to the Seller or any of its subsidiaries, assets or businesses, other than the Company.

No Negotiation. From the date of this Agreement through the earlier of the Closing Date or the date on which Until such time, if any, as this Agreement is earlier terminated pursuant to Article 10Section 11.2, neither Seller nor any of its Subsidiariesthe Sellers will not, Affiliates or and will cause the Company, the Company Subsidiaries and their respective Representatives shallnot to, directly or indirectly, (a) solicit, initiate initiate, encourage, respond to, or encourage otherwise facilitate any inquiries or proposals from, discuss or negotiate withenter into or continue any discussions, provide any information to negotiations, understandings, arrangements or consider any inquiries or proposals from, any Person agreements (other than Buyer and its Affiliates and Representativeswith the Purchaser) relating to any transaction involving the sale of all sale, lease or license of, or any portion management arrangement relating to, the business or assets (other than in the ordinary course of business) of the Business, whether affected by sale of assets, sale of stock, merger or otherwise. Seller shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5, and (iii) notify Buyer promptly upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business Company or any of the Longhorn Entities made available to Company Subsidiaries, the sale of any third party of the Company Shares, or any merger, consolidation, business combination or similar transaction involving the Company or any of the Company Subsidiaries (each, an “Alternative Transaction”), (b) provide any assistance, information, documents or data to, or otherwise cooperate or have discussions with, any Person (other than Buyer and its Affiliates and Representativesthe Purchaser) since January 1, 2010 with respect to or in connection with any inquiriesinquiry, proposals offer, proposal or agreement relating to a possible Alternative Transaction, (c) afford any access to information prior the personnel, offices, facilities, properties or the books and records of the Company or any of the Company Subsidiaries to any Person (other than the Closing Date Purchaser) relating to an Alternative Transaction or (d) otherwise assist or facilitate the making of, or cooperate in any way regarding any inquiry, offer, proposal or agreement by any Person (other than the Purchaser) relating to a possible Alternative Transaction. In the event an inquiry, offer, proposal or agreement relating to an Alternative Transaction is received by any Seller, the Company, any Company Subsidiary, or any of their respective Representatives from a Person (other than the Purchaser), Sellers will promptly notify the Purchaser of the receipt of such inquiry, offer, proposal or agreement, and will promptly notify the Person making such inquiry, offer, proposal, or agreement of the existence of this exclusivity covenant (but not disclose the identity of any other parties to this Agreement or any terms of this Agreement) and of a type described in Sellers’, the first sentence of Company’s or such Company Subsidiary’s, as the case may be, unwillingness to discuss any Alternative Transaction until this Section 5.5 to the full extent provided in the confidentiality agreement entered into between Seller and/or Longhorn and such third party in connection therewith. In addition, Seller shall not release any such third party from any such confidentiality agreement (or any obligation thereunder) or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign to Buyer (to the extent assignable without the consent of such third party) Seller’s rights thereunder as it relates to the Business and the Longhorn EntitiesAgreement is terminated.

No Negotiation. From the date of this Agreement through the earlier of the Closing Date or the date on which 5.6.1 Until such time, if any, as this Agreement is earlier terminated pursuant to Article 10Section 9, neither Seller the Company nor any of its Subsidiariesthe Sellers will, Affiliates or permit their Representatives shall, to directly or indirectly, indirectly solicit, initiate initiate, or encourage any inquiries or proposals from, discuss or negotiate with, provide any non-public information to to, or consider the merits of any unsolicited inquiries or proposals from, any Person (other than Buyer and its Affiliates and RepresentativesOpen Energy) relating to any transaction involving the sale of all the business or any portion assets (other than in the Ordinary Course of Business) of the BusinessCompany, whether affected by sale of assets, sale of stock, merger or otherwise. Seller shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5, and (iii) notify Buyer promptly upon the receipt by it of any inquiries or proposals from any third party relating to any such potential transaction, such notice to include the name of such third party and the material terms and conditions of any such inquiries or proposals. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business or any of the Longhorn Entities made available to capital stock of the Company, or any third party merger, consolidation, business combination, or similar transaction involving the Company (other than Buyer and its Affiliates and Representatives) since January 1any such proposal, 2010 with respect to or in connection with any inquiriesan “Acquisition Proposal”); provided, proposals or access to information however, that prior to receipt by the Closing Date Company, in accordance with the DGCL, of affirmative votes or written consents from Company stockholders holding a sufficient number of WaterEye Shares to adopt this Agreement and the Merger provided for herein, the Company’s Board of Directors may take the foregoing actions described in this Section 5.6 if they have been advised in an opinion of reputable legal counsel that such actions are required to discharge the Company’s directors’ fiduciary duties under applicable Legal Requirements and the Company’s Board of Directors concludes in good faith (after consultation with the Company’s financial adviser) that an Acquisition Proposal constitutes or is reasonably likely to result in a Superior Proposal; provided further, that the aforementioned right to take the foregoing actions in respect of a type described Superior Proposal shall terminate immediately upon receipt by the Company or its agent, in accordance with the first sentence DGCL, of affirmative votes or written consents from Company stockholders holding a sufficient number of WaterEye Shares to adopt this Agreement and the Merger provided for herein. The Company will notify the Buyer immediately if any Person makes an Acquisition Proposal; provided further that prompt notice will be delivered by the Company to Buyer upon the determination by the Company’s Board of Directors that any such Acquisition Proposal constitutes a Superior Proposal. The Company has not and will not disclose the existence of this Section 5.5 Agreement prior to public disclosure of the full extent provided in the confidentiality agreement entered into between Seller and/or Longhorn and such third party in connection therewith. In addition, Seller shall not release any such third party from any such confidentiality agreement (or any obligation thereunder) or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign to Buyer (to the extent assignable without the consent of such third party) Seller’s rights thereunder as it relates to the Business and the Longhorn EntitiesAgreement.

No Negotiation. From Neither the date of this Agreement through the earlier of the Closing Date or the date on which this Agreement is earlier terminated pursuant to Article 10, neither Seller Company nor any of its Subsidiariesthe Sellers, Affiliates nor any officer, director, Affiliate or Representatives shallagent on behalf of any of the foregoing, will, at any time on and after the date hereof and prior to one year from closing, directly or indirectly, (a) enter into, or participate in, any discussions or negotiations, or solicit, initiate entertain or encourage any inquiries or proposals fromproposals, discuss which relate to the acquisition of the Shares or negotiate withthe Company, or the assets, properties, business or securities of the Company (or any material portion thereof), by way of merger, reorganization, sale of assets, stock sale or exchange or otherwise by any Person (other than the Buyer) or (b) provide any non-public information to or consider any inquiries or proposals fromto, any Person (other than Buyer and its Affiliates and Representativesthe Buyer) relating to any transaction involving such acquisition transaction. Promptly upon receiving any offer or inquiry from a Person (other than the sale of all Buyer) to acquire the Shares or the Company or any portion of the Business, whether affected by sale of its assets, sale properties or securities, the Sellers will notify Buyer of stocksuch offer or inquiry, merger or otherwiseand, if requested, will provide the Buyer with all details requested by the Buyer. Seller shall (i) ensure The parties acknowledge and agree that its Subsidiaries, Affiliates and Representatives are aware there would be irreparable damage in the event that any of the provisions of this Section 5.55.02 are not performed in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that the non-breaching party shall be entitled to an injunction or injunctions (iior other appropriate equitable relief) be responsible for any to prevent breaches by any such parties of this Section 5.5Section, and (iii) notify Buyer promptly upon each of the receipt by it of any inquiries or proposals from any third parties shall have the right to specifically enforce this Section and the terms and provisions hereof against the other party relating in addition to any such potential transaction, such notice other remedy to include the name of such third party and the material terms and conditions of any such inquiries which they may be entitled at law or proposalsin equity. At or prior to Closing, Seller shall request and require the return or destruction of all confidential information concerning the Business or Notwithstanding any of the Longhorn Entities made available to foregoing, the Company and the Sellers may take any third party of the actions otherwise prohibited by clauses (other than Buyer a) and its Affiliates and Representatives(b) since January 1, 2010 with respect to or in connection with any inquiries, proposals or access to information prior above so long as they are limited to the Closing Date and transfer of Shares not being sold to Buyer, in a type described in manner that does not prevent or interfere with the first sentence sale of this Section 5.5 to the full extent provided in the confidentiality agreement entered into between Seller and/or Longhorn and such third party in connection therewith. In addition, Seller shall not release any such third party from any such confidentiality agreement (or any obligation thereunder) or waive, amend or alter any of such third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign Shares to Buyer (to or the extent assignable without obligations of the consent of such third party) Seller’s rights thereunder as it relates to the Business and the Longhorn EntitiesCompany or Sellers under this Agreement.

No Negotiation. From the date of (a) Except as specifically set forth in this Agreement through Section 7.5 hereof, until the earlier of the Closing Date or the date on which termination of this Agreement is earlier terminated pursuant to Article 1012 hereof (the "EXCLUSIVITY PERIOD"), neither Globe nor Seller nor any of its Subsidiaries, Affiliates or Representatives shall, directly or indirectly, solicitindividually or through any of their respective officers, initiate directors, stockholders, employees, representatives, agents, affiliates, or encourage any inquiries otherwise (collectively, the "REPRESENTATIVES") initiate, solicit or proposals fromencourage, discuss or negotiate with, provide any information respond to or consider any inquiries or proposals from, any Person (other than Buyer to say that they are contractually obligated not to respond, and its Affiliates and Representativesreferring such party to public disclosure regarding this Agreement, but shall not otherwise respond, including, without limitation, by way of furnishing non-public information or assistance) relating to any transaction involving the proposals, inquiries or offers from any person or entity, including, but not limited to, any stockholder of Globe or Seller ("THIRD-PARTY"), or enter into any confidentiality agreement, due diligence agreement, letter of intent, purchase agreement, merger agreement or other arrangement, regarding any proposed sale of all or any portion of the BusinessAcquired Assets or control thereof, whether affected by means of a sale or exchange of shares, sale of assets, sale of stockwhether in whole or in part, merger merger, recapitalization, liquidation or otherwiseotherwise ("THIRD-PARTY ACQUISITION"). Except as specifically set forth in this Section 7.5, during the Exclusivity Period, neither Globe nor Seller shall (i) ensure that its Subsidiaries, Affiliates and Representatives are aware of the provisions of this Section 5.5, (ii) be responsible for any breaches by any such parties of this Section 5.5have, and (iii) notify Buyer promptly upon the receipt by it of shall take reasonable efforts to cause their Representatives not to have, any inquiries discussions, conversations, negotiations or proposals from any third party other communications relating to any such potential transactionThird-Party Acquisition with any Third-Party expressing interest therein, such notice and shall immediately discontinue negotiations with any Third-Party with which it heretofore has engaged in negotiations or discussions regarding any Third-Party Acquisition (an "EXISTING POTENTIAL ACQUIROR"). During the Exclusivity Period, Globe and Seller immediately shall notify Buyer of all terms of any written inquiry, contact, communication, or proposal by any Third-Party with respect to include any Third-Party Acquisition that is received by either of them or any of their Representatives (including the name response thereto), and promptly (within 72 hours of such third party and the material terms and conditions receipt) shall provide Buyer with a copy of any such inquiries written inquiry, contact, communication or proposalsproposal. At With respect to any oral inquiry, contact, communication or prior to Closingproposal, Globe and Seller shall request document the same in writing (including the response thereto) and require the return or destruction of all confidential information concerning the Business or any reasonably promptly provide Buyer with a copy of the Longhorn Entities made available to any third party (other than Buyer and same. Seller agrees that: if this Agreement is terminated by Seller as a result of its Affiliates and Representatives) since January 1, 2010 with respect to or in connection with any inquiries, proposals or access to information prior to the Closing Date and acceptance of a type described Superior Proposal, then upon the earlier of such termination or acceptance, Globe and Seller immediately shall become obligated to pay and shall pay to Buyer by wire transfer (in immediately available funds) liquidated damages in the first sentence amount of this Section 5.5 One Million Dollars ($1,000,000) (the "FEE"), which Globe and Seller acknowledge is reasonable under the circumstances and designed to compensate Buyer for the full extent provided lost opportunity to consummate the Contemplated Transactions. This Fee will serve as the exclusive remedy to Buyer hereunder in the confidentiality agreement entered into between event of payment required as a result of the arrangements set forth herein, including, but not limited to, Buyer's damages relative to its efforts, expenses and costs incurred in evaluating the Contemplated Transactions. The parties acknowledge that the foregoing provisions do not necessarily require Globe or Seller and/or Longhorn and such third party in connection therewith. In addition, Seller shall not release any such third party from any such confidentiality agreement (or any obligation thereunder) or waive, amend or alter any to provide Buyer a written summary of such on-going discussions with a third party’s obligations thereunder and, at the reasonable request and expense of Buyer enforce the terms of such confidentiality agreement against such third party and assign nor shall Seller be required to document to Buyer (to the extent assignable without the consent of such third party) Seller’s rights thereunder as it relates to the Business and the Longhorn Entitiesany oral inquiry, contact, communication or proposal that does not materially change any inquiry, contact, communication or proposal previously provided by Buyer.