Common use of No Shop Clause in Contracts

No Shop. Until the earlier of the Closing or the termination of this Agreement, none of the Stockholder, the Company or any Asset Seller shall directly or indirectly, through any officer, director, manager, employee, Affiliate, agent, intermediary or representative of the Stockholder, the Company or any Asset Seller or otherwise (including any Company Representative): (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any purchase of the Company’s assets or any Purchased Assets (other than any purchase of assets in the ordinary course of business consistent with past practice or any purchase of immaterial assets), or any equity securities of the Company or any merger, consolidation, share exchange, business combination, recapitalization, reclassification or other similar transaction involving the Company (each, an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal or any other transaction that would have the effect of preventing or limiting the Acquisition and the other Transactions. The Stockholder shall promptly (and in any event within one (1) Business Day of learning of the relevant information) notify Purchaser if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing, together with the material details of such proposal, offer, inquiry or contact, and, to the extent not prohibited by any confidentiality obligations existing as of the date of this Agreement, the identity of the potential purchaser.

No Shop. Until the earlier of the Closing Date or the date of termination of this Agreement, neither the Company nor any Member shall (nor will they permit any of their respective Affiliates to), directly or indirectly, take any of the following actions with any Person other than Acquiror Company and its designees: (i) solicit, encourage, initiate or participate in any negotiations or discussions with respect to, any offer or proposal to acquire (A) the Company and/or any of its assets or (B) any interest in the Company whether by merger, purchase of assets, tender offer or otherwise, or effect any such transaction to the extent such transaction would be consummated prior to the earlier of the consummation of the transactions contemplated hereby or the termination of this Agreement, none of the Stockholder, (ii) assist or cooperate with any Person to make any proposal to purchase any significant interest in the Company or any Asset Seller of the Company’s assets, or (iii) enter into any agreement with any Person providing for the acquisition of the Company or the Company's assets (whether by way of merger, purchase of assets, tender offer or otherwise). In the event the Company or any Member or any of their respective Affiliates shall receive any offer or proposal, directly or indirectly, through any officer, director, manager, employee, Affiliate, agent, intermediary or representative of the Stockholdertype referred to in clauses (i) or (iii) above, the Members shall immediately inform Acquiror Company or any Asset Seller or otherwise (including any Company Representative): (a) solicit, initiate or encourage submission of proposals or offers from any Person relating as to any purchase of the Company’s assets such offer or any Purchased Assets (other than any purchase of assets in the ordinary course of business consistent proposal and will cooperate with past practice or any purchase of immaterial assets), or any equity securities of the Acquiror Company or any merger, consolidation, share exchange, business combination, recapitalization, reclassification or other similar transaction involving the Company (each, an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person by furnishing any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal or any other transaction that would have the effect of preventing or limiting the Acquisition and the other Transactionsit may reasonably request. The Stockholder shall promptly (and in any event within one (1) Business Day of learning of the relevant information) notify Purchaser if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing, together with the material details of such proposal, offer, inquiry or contact, and, to the extent not prohibited by any confidentiality obligations existing as of the date of this Agreement, the identity of the potential purchaser.COUNTERPART SIGNATURE PAGE

No Shop. Until During the earlier Interim Period (and with respect to the Additional Purchased Shares, until the last Deferred Closing Date), to the extent permissible by law, the Seller will not, directly or indirectly or permit any other Person on the Seller’s behalf to (i) entertain, solicit, initiate, encourage, knowingly facilitate, assist the making of any proposal or offer, (ii) enter into, continue or otherwise participate in negotiations, (iii) furnish to any Person any non-public information or grant any Person access to its properties, assets, books, contracts, personnel or records, (iv) approve or recommend, or propose to approve or recommend, or execute or enter into, any letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other contract or (v) propose, whether publicly or to any director or shareholder, or agree to do any of the Closing foregoing for the purpose of encouraging or facilitating any proposal, offer, discussions or negotiations; in each case relating to the termination sale, transfer, acquisition or disposition of this Agreement, none any of the Stockholder, Purchased Shares and/or the Company or Outstanding Note and/or any Asset Seller shall directly or indirectly, through any officer, director, manager, employee, Affiliate, agent, intermediary or representative material amount of the Stockholder, the Company or any Asset Seller or otherwise (including any Company Representative): (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any purchase of the Company’s assets or any Purchased Assets (other than any purchase of assets in the ordinary course of business consistent with past practice or any purchase of immaterial assets), or any equity securities of the Company or any merger, consolidation, of the Material Subsidiaries or any capital share exchange, business combination, recapitalization, reclassification or other similar transaction involving ownership interests of the Company (eachor any of the Material Subsidiaries, an “Acquisition Proposal”); (b) participate in other than with the Purchaser. The Seller will immediately cease and cause to be terminated any such ongoing or existing negotiations, discussions or negotiations regardingother communication, or furnish to any contracts (other Person any information than with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (cthe Purchaser) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal or the foregoing and will immediately cease providing and secure the return of any other transaction that would have the effect of preventing or limiting the Acquisition non-public information and the other Transactions. The Stockholder shall promptly (and in terminate any event within one (1) Business Day of learning access of the relevant informationtype referenced in clause (iii) notify Purchaser if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing, together with the material details of such proposal, offer, inquiry or contact, and, to the extent not prohibited by any confidentiality obligations existing as of the date of this Agreement, the identity of the potential purchaserabove.

No Shop. Until From the earlier date hereof until consummation of the Closing or the termination of this AgreementAgreement in accordance with Section 9, none no member of the StockholderSeller Group shall, and each member of the Company Seller Group shall not authorize or permit the Companies or any Asset Seller of its respective family members (as applicable) or Affiliates to, nor will it authorize any investment banker or other representative or agent to (and shall direct such bankers or similar representatives or agents not to): (a) directly or indirectly, through any officer, director, manager, employee, Affiliate, agent, intermediary or representative of the Stockholder, the Company or any Asset Seller or otherwise (including any Company Representative): (a) solicit, initiate encourage, initiate, or encourage submission participate in any way (including, without limitation, by way of proposals furnishing information) in any discussions or offers from negotiations with any Person relating to any purchase of the Company’s assets or any Purchased Assets group (other than any purchase of assets in the ordinary course of business consistent with past practice or any purchase of immaterial assets), or any equity securities of the Company or Parent) concerning any merger, consolidation, share exchangesale of the Business by asset sale, business combination, recapitalization, reclassification sale of shares of capital stock or other similar transaction involving transactions in respect of any of the Company Companies or the Business (each, an “Acquisition Proposal”); , (b) participate in any discussions knowingly disclose, directly or negotiations regardingindirectly, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person preparing to make an Acquisition Proposal; , any confidential information concerning the Companies or the Business, or (c) enter into any agreementunderstanding, arrangement agreement or understanding commitment with respect to an Acquisition Proposal any third party providing for a business combination involving, equity investment in, or any other transaction that would have the effect sale of preventing or limiting the Acquisition and the other Transactions. The Stockholder shall promptly (and in any event within one (1) Business Day of learning of the relevant information) notify Purchaser if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing, together Companies or the Business (or any portion thereof) by asset sale or otherwise other than with the material details Parent and the transactions contemplated hereby. The Seller Group shall promptly advise the Parent of such proposal, offer, inquiry or contact, and, any Acquisition Proposal and deliver a copy thereof to the extent not prohibited by any confidentiality obligations existing as of the date of this Agreement, the identity of the potential purchaserParent.

No Shop. Until Subject to the earlier fiduciary duties of the Closing or the termination of this Agreement, none Board after receipt of the Stockholderadvice of the Company’s outside legal counsel, the Company shall not, and shall not permit any of its affiliates, directors, officers, employees, representatives or any Asset Seller shall agents of the Company (collectively, the “Representatives”) to, directly or indirectly, through any officer, director, manager, employee, Affiliate, agent, intermediary or representative other than with respect to the disposition of the Stockholder, the Company or any Asset Seller or otherwise (including any Company Representative): (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any purchase non-core assets of the Company’s , 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, consolidation, business combination, purchase or disposition of any material amount of the assets or any Purchased Assets (other than any purchase of assets in the ordinary course of business consistent with past practice or any purchase of immaterial assets), or any equity securities capital stock of the Company or any mergerof its subsidiaries other than the transactions contemplated by this Agreement, consolidation(ii) facilitate, share exchangeknowingly encourage, business combinationsolicit or initiate discussions, recapitalizationnegotiations or submissions of proposals or offers in respect of any such alternative transaction, reclassification (iii) furnish or other similar transaction involving cause to 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 (each, an “Acquisition Proposal”); (biv) participate otherwise cooperate in any discussions or negotiations regardingway with, or furnish to any other Person any information with respect toassist or participate in, facilitate or otherwise respond to, cooperate or knowingly encourage, any effort or attempt by any other Person to make an Acquisition Proposal; do or (c) enter into seek any agreement, arrangement or understanding with respect to an Acquisition Proposal or any other transaction that would have of the effect of preventing or limiting the Acquisition and the other Transactionsforegoing. The Stockholder Company shall promptly (and in shall cause its Representatives to) immediately cease and cause to be terminated any event within one (1) Business Day of learning of the relevant information) notify Purchaser if existing discussions or negotiations with any Person makes any proposal, offer, inquiry or contact Persons conducted heretofore with respect to any such alternative transaction, including, without limitation, the sale of the foregoing, together with Company’s European and rest of the material details of such proposal, offer, inquiry or contact, and, world industrial energy business. This Section 7(b) shall not apply to the extent not prohibited possible sale of businesses identified in writing by any confidentiality obligations existing as of the Company to the Standby Purchasers on or prior to the date of this Agreement, the identity of the potential purchaserhereof.

No Shop. Until the earlier of the Closing or the termination of this Agreement, none of neither the Stockholder, Stockholder nor the Company or shall, and the Company shall not permit any Asset Seller shall Company Subsidiary to, directly or indirectly, through any officer, director, manager, employee, Affiliateaffiliate, agent, intermediary or representative other Representative of the Stockholder, Stockholder or the Company or any Asset Seller Company Subsidiary or otherwise (including any Company Representative): otherwise: (a) solicit, initiate or knowingly encourage submission of proposals or offers from any Person relating to any purchase of the Company’s assets or any Purchased Assets (Company Subsidiary’s assets, other than any purchase of assets in the ordinary course of business consistent with past practice or any purchase of immaterial assets), or any equity securities of the Company or any merger, consolidation, share exchange, business combination, recapitalization, reclassification or other similar transaction involving the Company or any Company Subsidiary (each, an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal or any other transaction that would have the effect of preventing or limiting the Acquisition and the other TransactionsAcquisition. The Stockholder Company shall promptly (and in any event within one (1) Business Day of learning of the relevant information) notify Purchaser if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing, together with the material details of such proposal, offer, inquiry or contact, and, to the extent not prohibited by any confidentiality obligations existing as of the date of this Agreement, the identity of the potential purchaser.

No Shop. Until the earlier of the Closing or the termination of this Agreement, none of the Stockholder, neither the Company or nor any Asset Seller shall Owner shall, directly or indirectly, through any officer, director, manager, employee, Affiliate, agent, intermediary or representative of an Owner or the Stockholder, the Company or any Asset Seller or otherwise (including any Company Representative): Company: (a) solicit, initiate or encourage submission of proposals or offers from any Person relating to any purchase of the Company’s assets or any Purchased Assets (assets, other than any purchase of assets in the ordinary course Ordinary Course of business consistent with past practice Business or any purchase of immaterial assets), or any equity securities of the Company or any merger, consolidation, share exchange, business combination, recapitalization, reclassification or other similar transaction involving the Company (each, an “Acquisition Proposal”); (b) participate in any discussions or negotiations regarding, or furnish to any other Person any information with respect to, or otherwise respond to, cooperate or encourage, any effort or attempt by any other Person to make an Acquisition Proposal; or (c) enter into any agreement, arrangement or understanding with respect to an Acquisition Proposal or any other transaction that would have the effect of preventing or limiting the Acquisition and the other TransactionsAcquisition. The Stockholder Company shall promptly (and in any event within one (1) Business Day of learning of the relevant information) notify Purchaser if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing, together with the material details of such proposal, offer, inquiry or contact, and, to the extent not prohibited by any confidentiality obligations existing as of the date of this Agreement, the identity of the potential purchaser.

No Shop. Until From the date hereof until the earlier of the Closing or the termination of this AgreementAgreement pursuant to Article VIII hereof and the Closing, none Seller, Parent and their Subsidiaries and their respective directors, managers, officers, employees, consultants, agents and representatives shall cease any and all existing activities, discussions or negotiations (whether direct or indirect) with any Person other than Acquiror with respect to, and to deal exclusively with Acquiror and its designated Affiliates regarding, any agreement, submission, offer or proposal for, or any indication of interest in any of the Stockholder, the Company or any Asset Seller shall directly or indirectly, through any officer, director, manager, employee, Affiliate, agent, intermediary or representative of the Stockholder, the Company or any Asset Seller or otherwise (including any Company Representative): following: (a) solicit, initiate any direct or encourage submission of proposals indirect acquisition or offers from any Person relating to any purchase of the Company’s assets or any Purchased material Assets of the Business (other than any purchase the sale of assets Stand-Alone Inventory in the ordinary course of business consistent with past practice or any purchase of immaterial assetsand Contract Inventory pursuant to customer Contracts), or any equity securities of the Company or ; (b) any merger, consolidation, share exchange, consolidation or other business combination, combination relating to the Business; or (c) any recapitalization, reclassification reorganization or any other similar extraordinary business transaction involving or otherwise relating to the Company Business, the Transferred Assets, the Acquired Companies or Seller (eacheach of the foregoing clauses (a) through (c), an “Acquisition Proposal”); , and, without the prior consent of Acquiror, neither Seller nor Parent shall, and Seller and Parent shall cause their respective Representatives not to (bi) participate solicit, initiate, entertain, or otherwise engage in any negotiations, discussions or negotiations regardingother communications with any other Person relating to any Acquisition Proposal, (ii) provide or furnish information or documentation to any other Person any information with respect to, to Seller or otherwise respond to, cooperate or encourage, the material Assets of the Business in respect of any effort or attempt by any other Person to make an Acquisition Proposal; Proposal or (ciii) enter into any agreementnegotiation of, arrangement or understanding discussion or other communication regarding, a Contract with respect to an Acquisition Proposal or any other transaction that would have the effect Person in respect of preventing or limiting the any Acquisition and the other Transactions. The Stockholder shall promptly (and in any event within one (1) Business Day of learning of the relevant information) notify Purchaser if any Person makes any proposal, offer, inquiry or contact with respect to any of the foregoing, together with the material details of such proposal, offer, inquiry or contact, and, to the extent not prohibited by any confidentiality obligations existing as of the date of this Agreement, the identity of the potential purchaserProposal.