Common use of No Solicitation of Acquisition Proposals Clause in Contracts

No Solicitation of Acquisition Proposals. Seller shall not, and shall cause its Affiliates and its and their respective Representatives not to, directly or indirectly, (a) initiate, solicit or knowingly encourage or facilitate the making or submission of any Acquisition Proposal, (b) participate in any discussions or negotiations with any Person regarding an Acquisition Proposal (it being understood that informing a Person of the existence of this Agreement after any such Person contacts Seller regarding an Acquisition Proposal and the restrictions set forth in this Section 5.10 shall not be a breach of this Section 5.10) or (c) furnish any information to any other Person with respect to, or agree to or otherwise enter into, any Acquisition Proposal. Seller hereby confirms that it has discontinued, and has previously directed its Affiliates and its and their respective Representatives to discontinue, any solicitation efforts or negotiations with respect to or in furtherance of any Acquisition Proposal. Seller shall promptly (and in any event within three Business Days after receipt thereof by Seller, any of its Affiliates or its or their Representatives) advise Purchaser orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. In addition, Seller agrees that it shall use commercially reasonable efforts to enforce its rights under Section 6.03 of the Merger Agreement as it relates to any Acquisition Proposal and shall provide Purchaser prompt notice of any notices or other information that Seller receives with respect thereto.

No Solicitation of Acquisition Proposals. Seller Target shall not, and it shall cause its Affiliates Subsidiaries and the officers, directors, employees, agents and representatives of Target and its and their respective Representatives Subsidiaries (collectively, the "TARGET REPRESENTATIVES") not to, (i) solicit or encourage, directly or indirectly, (a) initiate, solicit or knowingly encourage or facilitate the making or submission of any Acquisition Proposal, (bii) participate initiate any discussion or engage in negotiations with or provide any information to any entity relating to an Acquisition Proposal, or take any other action to knowingly facilitate the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, or (iii) endorse or enter into any Acquisition Proposal or modify or withdraw its recommendation of the Purchase. Except as permitted by SECTION 5.8 hereof, Target and the Target Representatives will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Person regarding an Acquisition Proposal (it being understood that informing a Person of the existence of this Agreement after any such Person contacts Seller regarding an Acquisition Proposal and the restrictions set forth in this Section 5.10 shall not be a breach of this Section 5.10) or (c) furnish any information to any other Person with respect to, or agree to or otherwise enter into, any Acquisition Proposal. Seller hereby confirms that it has discontinued, and has previously directed its Affiliates and its and their respective Representatives to discontinue, any solicitation efforts or negotiations with respect to or in furtherance of any Acquisition Proposal. Seller shall promptly (and in any event within three Business Days after receipt thereof by Seller, any of its Affiliates or its or their Representatives) advise Purchaser orally and in writing of any Acquisition Proposal, any request for information Third Parties conducted heretofore with respect to any Acquisition Proposal. Notwithstanding the foregoing, Target may engage in discussions or any inquiry provide information with respect to or which could an unsolicited bona fide written Acquisition Proposal if (i) Target and the Supervisory Board of Target conclude in good faith that such Acquisition Proposal is reasonably be expected likely to result in a Superior Proposal (as hereinafter defined), (ii) prior to providing any information to any Person in connection with an Acquisition ProposalProposal by any such Person, Target receives from such Person an executed confidentiality agreement on terms substantially similar to, and no less restrictive to such Person than those contained in the material terms Hoosier Confidentiality Agreement and conditions (iii) prior to providing any information to any Person or entering into discussions with any Person, Target notifies Purchasers promptly of such request, Acquisition Proposal or inquirynegotiations, and including the identity of the Person making the same. In addition, Seller agrees that it shall use commercially reasonable efforts to enforce its rights under Section 6.03 of the Merger Agreement as it relates to any Acquisition Proposal and shall provide Purchaser prompt notice of any notices or other information that Seller receives with respect thereto.-45-

No Solicitation of Acquisition Proposals. Seller (a) During the Pre-Closing Period, neither the Company nor any of its Subsidiaries shall, nor shall not, and shall cause its Affiliates and its and they authorize or knowingly permit any of their respective Representatives not to, directly or indirectly, (a) initiatesolicit, solicit initiate or induce the making, submission or announcement of, or knowingly encourage encourage, facilitate or assist, an Acquisition Proposal, (b) furnish to any Person (other than Parent, GT Topco, Merger Sub or any designees of Parent, GT Topco or Merger Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, GT Topco, Merger Sub or any of their Representatives) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries that would reasonably be expected to lead to an Acquisition Proposal, (c) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal, or (d) enter into any Contract relating to an Acquisition Proposal. To the making extent permitted by applicable Law, the Company shall (1) promptly, and in any event within one (1) Business Day, notify Parent if any director or submission officer of the Company or such Securityholder becomes aware of any receipt by the Company of (i) of any Acquisition Proposal, (bii) participate in any discussions or negotiations with any Person regarding request for information that would reasonably be expected to lead to an Acquisition Proposal (it being understood that informing a Person of the existence of this Agreement after any such Person contacts Seller regarding an Acquisition Proposal and the restrictions set forth in this Section 5.10 shall not be a breach of this Section 5.10) Proposal, or (ciii) furnish any information to any other Person inquiry with respect to, or agree which would reasonably be expected to or otherwise enter intolead to, any Acquisition Proposal. Seller hereby confirms that it has discontinued, and has previously directed its Affiliates and its and their respective Representatives to discontinue, any solicitation efforts or negotiations with respect to or in furtherance of any Acquisition Proposal. Seller shall promptly (and in any event within three Business Days after receipt thereof by Seller, any of its Affiliates or its or their Representatives) advise Purchaser orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such requestAcquisition Proposal, Acquisition Proposal request or inquiry, and the identity of the Person or group making the same. In additionany such Acquisition Proposal, Seller agrees that it shall use commercially reasonable efforts to enforce its rights under Section 6.03 request or inquiry, and (2) provide Parent with a copy of the Merger Agreement as it relates any written proposal or materials related to any such Acquisition Proposal and shall provide Purchaser prompt notice of any notices or other request for information that Seller receives with respect theretoor inquiry.

No Solicitation of Acquisition Proposals. Seller shall not(a) The Company agrees that neither it nor any of its Subsidiaries nor any of their respective officers and directors shall, and that it shall use its reasonable best efforts to cause its Affiliates and its and their respective Subsidiaries’ other Representatives not to, directly or indirectly: (i) encourage, (a) initiate, solicit or knowingly encourage take any other action designed to facilitate an Acquisition Proposal or facilitate the making making, submission or submission announcement of any Acquisition Proposal, ; (bii) participate or engage in any discussions or negotiations with any Person regarding an Acquisition Proposal (it being understood that informing a Person of the existence of this Agreement after any such Person contacts Seller regarding an Acquisition Proposal and the restrictions set forth in this Section 5.10 shall not be a breach of this Section 5.10) regarding, or (c) furnish any information to any other Person person any nonpublic information with respect to, or agree take any other action to facilitate the submission of any inquiry or the making of any proposal that constitutes or may reasonably be expected to lead to an Acquisition Proposal; (iii) engage in discussions with any person with respect to an Acquisition Proposal, except to notify such person as to the existence of these provisions and refer such person to this Agreement; (iv) approve, endorse or recommend any Acquisition Proposal; or (v) enter into any letter of intent or similar document or any agreement, commitment or understanding contemplating or otherwise enter into, relating to any Acquisition Proposal. Seller hereby confirms that it has discontinued, and has previously directed its Affiliates and its and their respective Representatives to discontinue, any solicitation efforts or negotiations with respect to or in furtherance of any Acquisition Proposal. Seller shall promptly (and in any event within three Business Days after receipt thereof by Seller, any of its Affiliates or its or their Representatives) advise Purchaser orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the same. In addition, Seller The Company agrees that it shall immediately terminate and shall cause its Subsidiaries and their respective officers and directors, and use commercially its reasonable best efforts to enforce cause its rights under Section 6.03 and its Subsidiaries’ other Representatives, to terminate, immediately, all current discussions or negotiations (if any) in which any of the Merger Agreement as them may be involved with any third party with respect to an Acquisition Proposal. The Company also shall promptly request that each person which has heretofore executed a confidentiality agreement with it relates or any of its Subsidiaries or any of its or its Subsidiaries’ Representatives with respect to any such person’s consideration of a possible Acquisition Proposal and shall provide Purchaser prompt notice to return promptly or destroy all confidential information heretofore furnished to such person or its Representatives in accordance with the terms of any notices or other information that Seller receives with respect theretosuch person’s confidentiality agreement.

No Solicitation of Acquisition Proposals. Seller shall Until such time, if any, as this Agreement is terminated pursuant to Section 10.1, MLE will not, and shall will cause its Affiliates and its each of the Subsidiaries and their respective Representatives not todirectors, officers, employees, representatives, partners and agents (collectively, the "Representatives") to not, directly or indirectly, (ai) initiatesolicit, solicit initiate or knowingly encourage or facilitate the making or submission of any Acquisition Proposal, Proposal (bas hereinafter defined) or (ii) participate in any discussions or negotiations with regarding, or furnish to any Person regarding an Acquisition Proposal (it being understood that informing a Person of the existence of this Agreement after any such Person contacts Seller regarding an Acquisition Proposal and the restrictions set forth in this Section 5.10 shall not be a breach of this Section 5.10) or (c) furnish person any information to any other Person with respect to, or agree to or otherwise enter intoendorse, or take any other action to facilitate any Acquisition Proposal or any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal. Seller hereby confirms ; provided, however, that nothing contained in this paragraph shall prohibit the Board of Directors of MLE from furnishing information to, or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide Acquisition Proposal if, and only to the extent that (A) the Board of Directors of MLE, after consultation with and based upon the advice of independent legal counsel, determines in good faith that such action is necessary for the Board of Directors of MLE to comply with its fiduciary duties to its members and patrons under applicable law and (B) prior to taking such action, MLE (x) provides reasonable notice to Southern States to the effect that it has discontinued, is taking such action and has previously directed its Affiliates and its and their respective Representatives to discontinue, any solicitation efforts (y) receives from such other person or negotiations with respect to or entity an executed confidentiality agreement in furtherance of any Acquisition Proposalreasonably customary form. Seller MLE shall as promptly (and in any event within three Business Days after receipt thereof by Seller, any of its Affiliates or its or their Representatives) as practicable advise Purchaser Southern States orally and in writing of the receipt by it (or any Acquisition Proposal, any request for information with respect of the other entities or persons referred to above) after the date hereof of any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected lead to result in an any Acquisition Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person person making the sameany such Acquisition Proposal or inquiry. In addition, Seller agrees that it shall use commercially reasonable efforts to enforce its rights under Section 6.03 MLE will keep Southern States fully informed of the Merger Agreement status and details of any such Acquisition Proposal or inquiry. The term "Acquisition Proposal" as it relates used herein means any offer involving the capital stock, membership rights and/or allocated patrons' equities of MLE or any of its subsidiaries, any proposal for a merger, consolidation or other business combination involving MLE or any of its subsidiaries, any proposal or offer to acquire in any manner a substantial portion of the business or assets of MLE or any of its subsidiaries, or any proposal or offer with respect to any Acquisition Proposal and shall provide Purchaser prompt notice other transaction similar to any of any notices or other information that Seller receives the foregoing with respect theretoto MLE or any of its subsidiaries, other than the business combination contemplated by this Agreement.