Common use of No Shop Clause in Contracts

No Shop. Subject to the exceptions stated in this Section 5.14 and prior to the entry by the Bankruptcy Court of the Bidding Procedures Order (after which time such final order shall govern any solicitations by Sellers with respect to any Alternative Transaction), Sellers shall not take, nor shall they permit any of their respective Affiliates (or authorize or permit any of their representatives acting for or on behalf of any Seller or any of its Affiliates) to take, directly or indirectly, any action to solicit or negotiate any offer from any Person concerning an Alternative Transaction; provided, however, that nothing herein shall prohibit furnishing confidential information with respect to the Business or permitting access to the assets and properties and books and records of any Seller). If, prior to the entry by the Bankruptcy Court of the Bidding Procedures Order, Sellers or any of their respective Affiliates (or any representative acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Sellers shall promptly advise such Person, by written notice, of the motion filed with the Bankruptcy Court seeking entry of the Bidding Procedures Order and will promptly, orally and in writing, advise Buyer of such offer, inquiry or request and deliver a copy of such notice to Buyer, except to the extent so doing would violate an existing confidentiality agreement. For purposes of this Section 5.14, an "Alternative Transaction" means any proposal for a merger or other business combination involving Sellers with respect to the Acquired Business, other than the transactions contemplated by this Agreement; provided, however, that any proposal or offer to acquire in any manner, directly or indirectly, substantially all of the business of Parent or an Equity Security in, or a substantial portion of the assets of, any of the Excluded Subsidiaries, shall not be deemed an Alternative Transaction.

No Shop. Subject During the Interim Period, the Company (a) shall immediately cease and cause to the exceptions stated in this Section 5.14 be terminated, shall cause its Subsidiaries, and prior shall cause it and its Subsidiaries representatives to the entry by the Bankruptcy Court of the Bidding Procedures Order (after which time such final order shall govern immediately cease and cause to be terminated, all existing activities, discussions, negotiations and communications, if any, with any solicitations by Sellers Persons with respect to any Alternative purchase of any of the Company’s equity securities (other than any purchases of equity securities from employees of the Company or any of its Subsidiaries) or any merger or sale of substantial assets involving the Company or any of its Subsidiaries, other than immaterial assets or assets sold in the ordinary course of business consistent with past practice (each such acquisition transaction, an “Acquisition Transaction”), Sellers (b) shall not take, nor shall they it permit any of their respective Affiliates its Affiliates, officers, directors, employees or representatives to take, any action to solicit, initiate or engage in discussions or negotiations with, or enter into any binding agreement with any Person (or authorize or permit other than the Monocle Parties and/or any of their representatives acting for or on behalf Affiliates) concerning an Acquisition Transaction, (c) shall not provide (and shall not permit its Subsidiaries to provide) and shall promptly, and in any event, within twenty-four (24) hours of the date of this Agreement, terminate access of any Seller third Person (other than the Monocle Parties and/or any of their Affiliates) to any data room (virtual or actual) containing any of the Company’s (or any Subsidiary of the Company’s) confidential information; and (d) shall promptly request the return of any confidential information provided to any Person in connection with a prospective Acquisition Transaction and, in connection therewith, shall demand that all such Persons provide prompt written certification of the return or destruction of all such information, copies of which the Company shall promptly provide to Monocle. Notwithstanding the foregoing, the Company may respond to any unsolicited proposal regarding an Acquisition Transaction only by indicating that the Company has entered into a binding definitive agreement with respect to a sale of the Company and is unable to provide any information related to the Company or any of its Affiliates) to take, directly Subsidiaries or indirectly, entertain any action to solicit proposals or negotiate offers or engage in any offer from any Person negotiations or discussions concerning an Alternative Transaction; provided, however, that nothing herein shall prohibit furnishing confidential information with respect to the Business or permitting access to the assets and properties and books and records of any Seller). If, prior to the entry by the Bankruptcy Court of the Bidding Procedures Order, Sellers or any of their respective Affiliates (or any representative acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Sellers shall promptly advise such Person, by written notice, of the motion filed with the Bankruptcy Court seeking entry of the Bidding Procedures Order and will promptly, orally and in writing, advise Buyer of such offer, inquiry or request and deliver a copy of such notice to Buyer, except to the extent so doing would violate an existing confidentiality agreement. For purposes of this Section 5.14, an "Alternative Transaction" means any proposal for a merger or other business combination involving Sellers with respect to the Acquired Business, other than the transactions contemplated by this Agreement; provided, however, that any proposal or offer to acquire in any manner, directly or indirectly, substantially all of the business of Parent or an Equity Security in, or a substantial portion of the assets of, any of the Excluded Subsidiaries, shall not be deemed an Alternative Acquisition Transaction.

No Shop. Subject to Seller and the exceptions stated in this Section 5.14 Company shall not, and prior to the entry by the Bankruptcy Court of the Bidding Procedures Order (after which time such final order shall govern any solicitations by Sellers with respect to any Alternative Transaction), Sellers shall not take, nor shall they permit any of their respective Affiliates Affiliates, directors, officers, employees, representatives or agents of the Company (or authorize or permit any of their representatives acting for or on behalf of any Seller or any of its Affiliatescollectively, the “Representatives”) to taketo, directly or indirectly, (i) negotiate, undertake, initiate, authorize, recommend, propose or enter into, whether as the proposed surviving, merged, acquiring or acquired corporation or otherwise, any action to solicit transaction involving a merger, consolidation, business combination, purchase or negotiate disposition of any offer from any Person concerning an Alternative Transaction; provided, however, that nothing herein shall prohibit furnishing confidential information with respect to the Business or permitting access to material amount of the assets and properties and books and records of any Seller). If, prior to the entry by the Bankruptcy Court of the Bidding Procedures Order, Sellers Company or any of their respective Affiliates (or any representative acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Sellers shall promptly advise such Person, by written notice, of the motion filed with the Bankruptcy Court seeking entry of the Bidding Procedures Order and will promptly, orally and in writing, advise Buyer of such offer, inquiry or request and deliver a copy of such notice to Buyer, except to the extent so doing would violate an existing confidentiality agreement. For purposes of this Section 5.14, an "Alternative Transaction" means any proposal for a merger capital stock or other business combination involving Sellers with respect to ownership interest in the Acquired BusinessCompany, other than the transactions contemplated by this Agreement; providedAgreement (an “Acquisition Transaction”), however(ii) solicit or initiate discussions, that 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 in connection with an Acquisition Transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. Seller shall notify Buyer orally and in writing promptly (but in no event later than 24 hours) after receipt by Seller or any of the Representatives of any proposal or offer from any Person other than Buyer to acquire in effect an Acquisition Transaction or any mannerrequest for non-public information relating to the Company by any Person other than Buyer. Seller and the Company shall, directly and shall cause their respective Representatives to, immediately cease and cause to be terminated any existing discussions or indirectly, substantially all of negotiations with any Persons (other than Buyer) conducted heretofore with respect to any Acquisition Transaction. Seller and the business of Parent or an Equity Security in, or a substantial portion of the assets of, any of the Excluded Subsidiaries, Company shall not be deemed an Alternative Transactionrelease any third party from the confidentiality provisions of any agreement to which Seller or the Company is a party.

No Shop. Subject to Until the exceptions stated in this Section 5.14 and prior to the entry by the Bankruptcy Court earlier of the Bidding Procedures Order (after which time such final order Closing Date or termination of this Agreement pursuant to ARTICLE XII, Parent shall govern any solicitations by Sellers with respect to any Alternative Transaction)not, Sellers and shall cause the Companies and each of Parent's subsidiaries not taketo, nor and shall they permit any of cause their respective Affiliates employees, officers, directors, affiliates, representatives and agents (including investment bankers, attorneys, accountants and other financial advisors or authorize consultants) not to, (a) make, solicit, assist, initiate, or permit in any of their representatives acting for way facilitate or on behalf of encourage any Seller inquiries, proposals, offers or any of its Affiliates) to take, directly or indirectly, any action to solicit or negotiate any offer bids from any Person concerning or group (other than Buyer) (each, a "THIRD PARTY") relating to a merger, reorganization, share exchange, consolidation, purchase or similar transaction involving the acquisition of any assets, properties or rights of any Company (other than for sales of inventory in the ordinary course consistent with past practice or as otherwise permitted by SECTION 7.4) or of any capital stock or any other equity interest of any Company (an Alternative "ACQUISITION TRANSACTION"), (b) enter into any understanding, arrangement, agreement or agreement in principle with any Third Party relating to any proposed or contemplated Acquisition Transaction; provided, however, that nothing herein shall prohibit furnishing confidential (c)(i) furnish any information with respect to the Business business, activities, operations, assets, properties or permitting access to the assets and properties and books and records liabilities of any Seller). If, prior to the entry by the Bankruptcy Court of the Bidding Procedures Order, Sellers Company or any of their respective Affiliates its subsidiaries to any Third Party or (or ii) cooperate with any representative acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Sellers shall promptly advise such Person, by written notice, of the motion filed with the Bankruptcy Court seeking entry of the Bidding Procedures Order and will promptly, orally and in writing, advise Buyer of such offer, inquiry or request and deliver a copy of such notice to Buyer, except to the extent so doing would violate an existing confidentiality agreement. For purposes of this Section 5.14, an "Alternative Transaction" means any proposal for a merger or other business combination involving Sellers Third Party with respect to the Acquired Business, other than the transactions any proposed or contemplated by this Agreement; provided, however, that Acquisition Transaction or (d) proceed or continue with any proposal discussions or offer to acquire negotiations in any manner, directly or indirectly, substantially all respect of the business of Parent or an Equity Security in, or a substantial portion of the assets of, any of the Excluded Subsidiariesforegoing which may be in progress as of the date of this Agreement. Parent agrees that it will immediately cease and cause to be terminated any existing activities, discussion or negotiations with any parties conducted heretofore with respect to any potential Acquisition Transaction, and shall not be deemed an Alternative notify Buyer by facsimile (and confirm receipt by telephone) within one business day following receipt by or awareness of any executive officer of Parent of any inquiry, proposal, offer or bid in respect of any Acquisition Transaction. Prior to the Closing, Parent shall request the destruction or return of all non-public, confidential or proprietary information concerning the Companies provided to any Third Party in connection with any potential Acquisition Transaction. On the Closing Date, Parent shall assign to Buyer all confidentiality agreements entered into with any Third Party in connection with any potential Acquisition Transaction since January 1, 2001.

No Shop. Subject to the exceptions stated in this Section 5.14 Seller shall not, and prior to the entry by the Bankruptcy Court of the Bidding Procedures Order (after which time such final order shall govern any solicitations by Sellers with respect to any Alternative Transaction), Sellers shall not take, nor shall they permit any of their respective Affiliates (or authorize or permit any of its Affiliates or any of its or their representatives acting for Representatives to, directly or on behalf indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Seller Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to takethe direct or indirect disposition, directly whether by sale, merger or indirectlyotherwise, of all or any portion of the Business or the Purchased Assets (other than dispositions of Purchased Assets in the ordinary course of business). Seller shall promptly (and in any event within three Business Days after receipt thereof by Seller or its Representatives) advise Buyer in writing of any Acquisition Proposal, any action to solicit request for information or negotiate any offer from any Person concerning an Alternative Transaction; provided, however, that nothing herein shall prohibit furnishing confidential information other inquiry with respect to any Acquisition Proposal, the Business or permitting access to the assets material terms and properties and books and records conditions of any Seller). If, prior to the entry by the Bankruptcy Court of the Bidding Procedures Order, Sellers or any of their respective Affiliates (or any representative acting for or on their behalf) receives from any Person any offersuch request, inquiry or informational request referred to aboveAcquisition Proposal, Sellers shall promptly advise such Person, by written notice, and the identity of the motion filed Person making the same. Seller agrees that the rights and remedies for noncompliance with the Bankruptcy Court seeking entry of the Bidding Procedures Order this Section 6.7 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and will promptly, orally agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and in writing, advise Buyer of such offer, inquiry or request and deliver a copy of such notice that money damages would not provide an adequate remedy to Buyer, except to the extent so doing would violate an existing confidentiality agreement. For purposes of this Section 5.14, an "Alternative Transaction" means any proposal for a merger or other business combination involving Sellers with respect to the Acquired Business, other than the transactions contemplated by this Agreement; provided, however, that any proposal or offer to acquire in any manner, directly or indirectly, substantially all of the business of Parent or an Equity Security in, or a substantial portion of the assets of, any of the Excluded Subsidiaries, shall not be deemed an Alternative Transaction.

No Shop. Subject (a) The Company agrees that neither it nor any of its Subsidiaries nor any of their respective Representatives will, and that it will cause each of its Subsidiaries and each of its and its Subsidiaries’ Representatives not to, directly or indirectly, (i) solicit, initiate or encourage (including by way of furnishing non-public information), or take any other action to facilitate, any inquiries or the making of any proposal or offer (including any proposal or offer to the exceptions stated in this Section 5.14 and prior to the entry by the Bankruptcy Court of the Bidding Procedures Order (after which time such final order shall govern any solicitations by Sellers Company Securityholders) with respect to any Alternative Competing Transaction), Sellers shall not take(ii) enter into, nor shall they permit maintain, continue or otherwise engage or participate in any discussions or negotiations with any person or entity in furtherance of their respective Affiliates such inquiries or to obtain a proposal or offer with respect to a Competing Transaction, (iii) agree to, approve, endorse, recommend or consummate any Competing Transaction, (iv) enter into any Competing Transaction Agreement, or (v) resolve, propose or agree, or authorize or permit any Representative, to do any of their representatives acting for or on behalf the foregoing. The Company acknowledges and agrees that the doing of any Seller of the foregoing by any of its Subsidiaries or any Representative of the Company or any of its Affiliates) Subsidiaries shall be deemed to take, directly or indirectly, any action to solicit or negotiate any offer from any Person concerning an Alternative Transaction; provided, however, that nothing herein shall prohibit furnishing confidential information with respect to be a breach by the Business or permitting access to the assets and properties and books and records Company of any Sellerthis Section 6.14(a). IfThe Company shall, prior and shall cause its Subsidiaries and its and its Subsidiaries’ Representatives to, immediately cease and cause to the entry be terminated all existing discussions or negotiations with any persons conducted by the Bankruptcy Court Company, 63 any of the Bidding Procedures Order, Sellers its Subsidiaries or its or any of their respective Affiliates (or any representative acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Sellers shall promptly advise such Person, by written notice, of the motion filed with the Bankruptcy Court seeking entry of the Bidding Procedures Order and will promptly, orally and in writing, advise Buyer of such offer, inquiry or request and deliver a copy of such notice to Buyer, except to the extent so doing would violate an existing confidentiality agreement. For purposes of this Section 5.14, an "Alternative Transaction" means any proposal for a merger or other business combination involving Sellers Representatives with respect to a Competing Transaction prior to the Acquired Business, other than the transactions contemplated by execution of this Agreement; provided. The Company shall promptly request each person that has heretofore executed a confidentiality agreement in connection with such person’s consideration of acquiring (whether by merger, howeveracquisition of stock or assets or otherwise) the Company or any of its Subsidiaries, that any proposal to return (or offer if permitted by the applicable confidentiality agreement, destroy) all information required to acquire in any mannerbe returned (or, directly or indirectlyif applicable, substantially all destroyed) by such person under the terms of the business of Parent or an Equity Security inapplicable confidentiality agreement and, or a substantial portion of the assets ofif requested by Parent, any of the Excluded Subsidiaries, shall not be deemed an Alternative Transactionto enforce such person’s obligation to do so.

No Shop. Subject to From the exceptions stated in this Section 5.14 and date hereof until the Closing Date, each of Sellers agrees that, without Buyer's prior to the entry by the Bankruptcy Court of the Bidding Procedures Order (after which time such final order shall govern any solicitations by Sellers with respect to any Alternative Transaction)written consent, Sellers it shall not take, nor and shall they not permit any subsidiary or affiliate of their respective Affiliates (or authorize or permit any of their representatives acting for or on behalf of any Seller or any of its Affiliates) to takeSellers to, directly or indirectly, (A) offer or convey any action to solicit of the Acquired Assets or negotiate the Business (except only the sale of inventory in the ordinary course of business consistent with past practices) or control thereof, (B) issue, sell or purchase any offer from shares of any Person concerning an Alternative Transaction; provided, however, that nothing herein shall prohibit furnishing confidential information class or series of any of the issued and outstanding capital stock or other equity interests of either of them or any security interest convertible into or exchangeable for such stock or other equity interest or any option or warrant with respect to such stock or other equity interest, or (C) merge or consolidate with another entity, and no Seller or anyone acting on its behalf will solicit, entertain or encourage inquiries or proposals, or enter into, pursue, or carry on any discussions or negotiations, with respect to any transaction of the Business type referred to above with any person or permitting access entity other than Buyer. Sellers shall immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore in respect of any such transaction. Without limiting the generality of, or providing an exception to the assets and properties and books and records of any Seller). Ifforegoing, if an offer unsolicited by a Seller or its representatives is received prior to the entry by the Bankruptcy Court of the Bidding Procedures Order, Sellers or any of their respective Affiliates (or any representative acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to aboveClosing, Sellers shall promptly advise such Person, by written notice, Buyer of the motion filed with the Bankruptcy Court seeking entry of the Bidding Procedures Order and will promptly, orally and in writing, advise Buyer identity of such offer, offeror and communicate to Buyer the terms of any oral inquiry or request proposal which it or they may receive and deliver to Buyer a copy of any such notice offer in writing. Without limiting the rights of Buyer to Buyerpursue any remedies, except to the extent so doing would violate parties agree that damages are not an existing confidentiality agreement. For purposes adequate remedy for a breach of this Section 5.14, an "Alternative Transaction" means any proposal for a merger or other business combination involving 7.5 and that the obligations under this Section 7.5 of Sellers with respect to the Acquired Business, other than the transactions contemplated by this Agreement; provided, however, that any proposal or offer to acquire in any manner, directly or indirectly, substantially all of the business of Parent or an Equity Security in, or a substantial portion of the assets of, any of the Excluded Subsidiaries, shall not may be deemed an Alternative Transactionspecifically enforced.

No Shop. Subject (a) The Sellers and the Company acknowledge that Purchaser has spent and will continue to spend considerable time, and have incurred and will continue to incur substantial costs and expenses, in connection with the Transactions. Accordingly, and without derogating from their other obligations hereunder, the Sellers and the Company agree, severally and jointly, that, during the period commencing on the date hereof and continuing until the Expiration Date, they shall not, and shall cause their respective Affiliates, stockholders, directors, officers, employees, and other Representatives not to, directly or indirectly, (i) enter into or continue any discussions or negotiations with respect to, agree to, approve, recommend, or enter into any agreement or any understanding with respect to, or solicit, initiate, knowingly encourage, or facilitate the submission of any inquiries, proposals, or offers for, the acquisition (including, without limitation, by stock purchase, asset sale, merger, consolidation, or other business combination) by any person or entity (other than as contemplated by this Agreement), directly or indirectly, of any shares of capital stock or other equity interests in the Company or all or any portion of the assets or Company Indebtedness (other than its repayment), other than sales of products and services in the ordinary course of business (each, an “Alternative Transaction”), or (ii) furnish, or cause to be furnished, any information concerning the Company, its Affiliates, or their respective assets or liabilities, or allow access to the exceptions stated in this Section 5.14 and prior to the entry by the Bankruptcy Court books, records, properties, or management of the Bidding Procedures Order (after which time such final order shall govern any solicitations by Sellers with respect to any Alternative Transaction), Sellers shall not take, nor shall they permit any of their respective Affiliates (or authorize or permit any of their representatives acting for or on behalf of any Seller Company or any of its Affiliates) , to takeany person or entity with a view to, directly or indirectlyin furtherance of, any action to solicit or negotiate any offer from any Person concerning an Alternative Transaction; provided. If the Sellers, however, that nothing herein shall prohibit furnishing confidential information with respect to the Business or permitting access to the assets and properties and books and records of any Seller). If, prior to the entry by the Bankruptcy Court of the Bidding Procedures Order, Sellers Company or any of their respective Affiliates (its Representatives, shall receive an indication of interest, term sheet, letter of intent, proposal, request for information, or any representative acting for similar submission (whether written or on their behalf) receives from any Person any offeroral), inquiry or informational request referred to above, Sellers shall promptly advise such Person, by written notice, in each case in respect of the motion filed with the Bankruptcy Court seeking entry of the Bidding Procedures Order and will promptly, orally and in writing, advise Buyer of such offer, inquiry or request and deliver a copy of such notice to Buyer, except to the extent so doing would violate an existing confidentiality agreement. For purposes of this Section 5.14, an "Alternative Transaction" means any proposal for a merger or other business combination involving Sellers with respect to the Acquired Business, other than the transactions contemplated by this Agreement; provided, however, that any proposal or offer to acquire in any manner, directly or indirectly, substantially all of the business of Parent or an Equity Security in, or a substantial portion of the assets of, any of the Excluded Subsidiaries, shall not be deemed an Alternative Transaction, the Sellers and the Company shall, immediately upon receipt thereof, subject to relevant Law as deliver written notice thereof (including a summary of terms and identity thereof) to Purchaser. Without derogating from the Sellers' liability for the above, the Company shall be liable for any and all breaches by Sellers (including its Affiliates, stockholders, directors, officers, employees, and other Representatives) of the terms set forth in this Section.

No Shop. Subject to (a) From the exceptions stated in this Section 5.14 and prior to date hereof until the entry by the Bankruptcy Court earlier of the Bidding Procedures Order Closing and the date that this Agreement is terminated pursuant to Article VII, the Seller Parties shall not, and shall cause their respective Affiliates and Representatives not to, directly or indirectly: (after which time such final order shall govern i) solicit, initiate, encourage, accept or facilitate any solicitations by Sellers inquiry, indication of interest, proposal or offer from any person or entity (other than Buyer or its Affiliates) relating to or in connection with an Alternative Transaction (as defined below); (ii) participate in, negotiate, discuss, accept or enter into any agreement, arrangement or understanding with any person (other than Buyer or its Affiliates) relating to, or reasonably expected to lead to, an Alternative Transaction; (iii) provide information to any Person with respect to, or otherwise cooperate in any way or assist or participate in connection with, any proposal that constitutes or could reasonably be expected to lead to an Alternative Transaction or (iv) commit to, enter into or consummate any Alternative Transaction). (b) For purposes hereof, Sellers shall not take“Alternative Transaction” means any offer or proposal by a third party for (1) any acquisition or purchase, nor shall they permit any of their respective Affiliates (direct or authorize or permit any of their representatives acting for or on behalf indirect, of any Seller shares or equity interests or other security of the Company or any of its Affiliates) to takeSubsidiaries, directly including any security convertible into or indirectlyexercisable or exchangeable for, any action to solicit shares or negotiate any offer from any Person concerning an Alternative Transaction; provided, however, that nothing herein shall prohibit furnishing confidential information with respect to the Business equity interests or permitting access to the assets and properties and books and records of any Seller). If, prior to the entry by the Bankruptcy Court other security of the Bidding Procedures Order, Sellers Company or any of their respective Affiliates its Subsidiaries, or (2) a merger, amalgamation, consolidation, share exchange, business combination, sale of a portion of the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving the Company or any representative acting of its Subsidiaries. (c) Each Seller Party acknowledges and agrees that the restrictions contained herein are reasonable and necessary to protect Buyer’s legitimate business interest and, if violated, may cause Buyer irreparable harm for or on their behalf) receives from which monetary damages would not be an adequate remedy. Accordingly, each Seller Party agrees that if any Person any offer, inquiry or informational request referred to above, Sellers shall promptly advise such Person, by written notice, of the motion filed with the Bankruptcy Court seeking entry of the Bidding Procedures Order and will promptly, orally and in writing, advise Buyer of such offer, inquiry or request and deliver a copy of such notice to Buyer, except to the extent so doing would violate an existing confidentiality agreement. For purposes portion of this Section 5.145.16 is breached, an "Alternative Transaction" means then Buyer may at its election in any proposal for court of competent jurisdiction, and in addition to any other remedy available to it, obtain specific performance of such provision or enjoin a merger or other business combination involving Sellers with respect to Seller Party from engaging in the Acquired Business, other than the transactions contemplated activities proscribed by this Agreement; providedSection 5.16, however, that in each case without any proposal or offer requirement to acquire in any manner, directly or indirectly, substantially all of the business of Parent or an Equity Security in, or post a substantial portion of the assets of, any of the Excluded Subsidiaries, shall not be deemed an Alternative Transaction.bond for such purpose. - 63 -

No Shop. Subject to From the exceptions stated in this Section 5.14 date hereof and prior to until the entry by the Bankruptcy Court earlier of the Bidding Procedures Order Closing or the termination of this Agreement pursuant Article VII hereof, Seller shall not, and shall cause the Company and its Subsidiaries not to, and shall direct their respective Representatives not to (after which time such final order collectively, the “Company Parties”), take any of the following actions with any Person other than Purchaser, its Affiliates and their respective Representatives (i) knowingly solicit, initiate or agree to any proposals or offers from any Person (other than Purchaser, its Affiliates and their respective Representatives) relating to (A) any merger, business combination, or similar transaction involving Seller, the Company or any of the Company’s Subsidiaries, (B) the acquisition of ownership of any equity interest in Seller, the Company or any of the Company’s Subsidiaries, or (C) the sale of all or a material portion of the assets of Seller or the Company or any of the Company’s Subsidiaries (other than, in each case, in the ordinary course of business consistent with prior practice) (any of the transactions described in clauses (A) through (C), a “Third-Party Acquisition”), or (ii) participate in any discussions or negotiations regarding, or furnish to any Person any information with respect to, or otherwise knowingly cooperate with, knowingly facilitate or knowingly encourage any effort or attempt by any Person to do or seek, a Third-Party Acquisition; provided, however, that, for the avoidance of doubt, nothing contained herein shall govern limit, preclude or restrict the right of any solicitations by Sellers Company Party to take any of the actions otherwise prohibited hereunder with respect to any Alternative Transaction), Sellers shall not take, nor shall they permit any of their respective Affiliates (or authorize or permit any of their representatives acting for or on behalf of any Seller or any Subsidiary of Seller (other than the Company or any Subsidiary thereof), provided that if any such actions involve Seller (as opposed to Subsidiaries of Seller other than the Company and its Affiliates) to takeSubsidiaries), such actions may not provide for or contemplate, directly or indirectly, any action to solicit a sale of the Company or negotiate any offer from any Person concerning an Alternative Transactionits Subsidiaries in connection therewith; providedprovided further, however, that nothing contained herein shall prohibit furnishing confidential information limit, preclude or otherwise restrict any action of Seller or any Affiliate thereof with respect to the Business or permitting access to the assets and properties and books and records of any Seller). If, prior to the entry by the Bankruptcy Court of the Bidding Procedures Order, Sellers or any of their respective Affiliates (or any representative acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Sellers shall promptly advise such Person, by written notice, of the motion filed with the Bankruptcy Court seeking entry of the Bidding Procedures Order and will promptly, orally and in writing, advise Buyer of such offer, inquiry or request and deliver a copy of such notice to Buyer, except to the extent so doing would violate an existing confidentiality agreement. For purposes of this Section 5.14, an "Alternative Transaction" means any proposal for a merger or other business combination involving Sellers with respect to the Acquired Business, other than the transactions matters contemplated by this Agreement; provided, however, that any proposal or offer to acquire in any manner, directly or indirectly, substantially all of the business of Parent or an Equity Security in, or a substantial portion of the assets of, any of the Excluded Subsidiaries, shall not be deemed an Alternative TransactionSection 5.16.

No Shop. Subject Prior to the exceptions stated in termination of this Section 5.14 Agreement, the Holders shall not, and prior to the entry by the Bankruptcy Court shall not permit either of the Bidding Procedures Order (after which time such final order shall govern any solicitations by Sellers with respect to any Alternative Transaction)Acquired Companies or their Affiliates, Sellers shall not takedirectors, nor shall they permit any of their respective Affiliates (officers, employees, investment bankers, financial advisors, representatives or authorize or permit any of their representatives acting for or on behalf of any Seller or any of its Affiliates) to takeagents to, directly or indirectly, (a) discuss, encourage, negotiate, undertake, initiate, authorize, recommend, propose or enter into, any action to solicit business combination transaction, whether by way of merger, consolidation, business combination, purchase or negotiate any offer from any Person concerning an Alternative Transaction; provided, however, that nothing herein shall prohibit furnishing confidential information with respect to the Business disposition of assets or permitting access to the assets and properties and books and records of any Seller). If, prior to the entry by the Bankruptcy Court equity interests of the Bidding Procedures Order, Sellers Acquired Companies or any of their respective Affiliates (or any representative acting for or on their behalf) receives from any Person any offer, inquiry or informational request referred to above, Sellers shall promptly advise such Person, by written notice, of the motion filed with the Bankruptcy Court seeking entry of the Bidding Procedures Order and will promptly, orally and in writing, advise Buyer of such offer, inquiry or request and deliver a copy of such notice to Buyer, except to the extent so doing would violate an existing confidentiality agreement. For purposes of this Section 5.14, an "Alternative Transaction" means any proposal for a merger or other business combination involving Sellers with respect to the Acquired Businessotherwise, other than the transactions contemplated by this Agreement; providedAgreement (an “Acquisition Transaction”), however(b) facilitate, that encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (c) 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 an Acquisition Transaction, or (d) otherwise cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other Person to do or seek any of the foregoing. Commencing on the Execution Date, the Holders shall, and shall cause the Acquired Companies and their Affiliates, directors, officers, employees, investment bankers, financial advisors, representatives and agents to, (i) immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than the Buyer Parties) conducted heretofore with respect to any Acquisition Transaction, (ii) except to the extent prohibited by a confidentiality obligation owed to a Person as of May 17, 2011, notify the Buyer Parties orally and in writing promptly (but in no event later than two Business Days) after receipt of any proposal or offer from any Person other than the Buyer Parties to acquire in effect an Acquisition Transaction or any mannerrequest for non-public information relating to the Acquired Companies or for access to the properties, directly books or indirectly, substantially all records of the business Acquired Companies by any Person other than the Buyer Parties (such notice shall indicate the material terms of Parent any such proposal or an Equity Security inoffer, or modification or amendment to such proposal or offer) and (iii) to the extent not previously requested, request the return or destruction of any confidential written or electronic materials provided to any Person in connection with a substantial portion of the assets of, any of the Excluded Subsidiaries, shall not be deemed an Alternative contemplated or potential Acquisition Transaction.