Common use of No Shop Clause in Contracts

No Shop. None of TAT, Sellers or the Acquired Companies shall, and each shall cause their respective officers, directors, subsidiaries, partners, Affiliates and representatives not to, directly or indirectly, (a) solicit, initiate, discuss, entertain, undertake, authorize, recommend, propose, enter into or encourage the submission of any proposal or offer from any Person relating to the direct or indirect acquisition of the Shares or any portion of the assets (other than assets sold in the ordinary course of business) of the Acquired Companies (including any acquisition structured as a merger, consolidation or share exchange) (each, an “Acquisition Proposal”), or (b) participate in any discussions or negotiations regarding, furnish or cause to be furnished to any Person any information with respect to the business, operations, properties or assets of the Acquired Companies or assist or participate in, or facilitate in any other manner any effort or attempt by any Person to pursue any Acquisition Proposal; provided, however, that the Acquired Companies’ representatives may respond to unsolicited inquiries, but solely for the purpose of communicating that TAT, Sellers and the Acquired Companies are not able to entertain the unsolicited offer. Sellers shall notify Buyer orally and in writing promptly after receipt by TAT, any Seller or any Acquired Company or any representatives thereof of any proposal or offer from any Person (other than Buyer) to effect an Acquisition Proposal, including the material terms thereof. TAT, Sellers and the Acquired Companies shall (and each shall cause their respective subsidiaries and representatives to) immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Buyer) conducted heretofore with respect to any Acquisition Proposal.

No Shop. None Until the Call Period has expired without the Call Option having been exercised, or this Agreement has been terminated in accordance with its terms: (i) neither the Company nor Protiva will, nor will the Company or Protiva authorize or permit any of TAT, Sellers or the Acquired Companies shall, and each shall cause their respective officers, directors, subsidiariesAffiliates or employees, partnersor any investment banker, Affiliates and representatives not to, attorney or other advisor or representative retained by them to directly or indirectly, (aA) solicit, initiateinitiate or induce the making, discuss, entertain, undertake, authorize, recommend, propose, enter into submission or encourage the submission announcement of any proposal or offer from any Person relating to the direct or indirect acquisition of the Shares or any portion of the assets (other than assets sold in the ordinary course of business) of the Acquired Companies (including any acquisition structured as a merger, consolidation or share exchange) (each, an “Acquisition Proposal”), or (bB) participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any Person any “non-public” information with respect to, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, any Acquisition Proposal, (C) engage in discussions with any Person with respect to an Acquisition Proposal, except as to disclose the existence of these provisions, including in response to any initial unsolicited expression of an Acquisition Proposal, (D) endorse or recommend any Acquisition Proposal, or (E) enter into any letter of intent or document or any contract, agreement or commitment contemplating or otherwise relating to any Acquisition Proposal; and (ii) the Company and Protiva will promptly notify Monsanto Canada of the receipt after the Effective Date of any proposal relating to an Acquisition Proposal or of any request for information relating to the businessCompany or for access to the properties, operationsbooks or records of the Company by any Person who has informed the Company or Protiva that such Person is considering making, properties or has made, an Acquisition Proposal, and the Company and Protiva will promptly provide Monsanto Canada with a summary of any documents received relating to an Acquisition Proposal and will keep Monsanto Canada informed regarding the status and details of any such Acquisition Proposal. “Acquisition Proposal” means any offer or proposal relating to any Acquisition Transaction. “Acquisition Transaction” means (1) any transaction or series of related transactions, other than the transactions contemplated by this Agreement, involving the purchase of all or a majority of the units or equity interests or assets of the Acquired Companies Company or assist the purchase, acquisition, or participate sublicense of any right, title or interest of the Company in, to, or facilitate in under the PadCo-Protiva License and Services Agreement, (2) any other manner agreement to enter into a business combination with the Company, and (3) any effort or attempt by any Person to pursue any Acquisition Proposal; providedagreement made, however, that the Acquired Companies’ representatives may respond to unsolicited inquiries, but solely for the purpose of communicating that TAT, Sellers and the Acquired Companies are not able to entertain the unsolicited offer. Sellers shall notify Buyer orally and in writing promptly after receipt by TAT, any Seller or any Acquired Company or any representatives thereof of any proposal or offer from any Person (other than Buyerin the ordinary course of business, with regard to the Protiva Intellectual Property that would result in the transfer of the Protiva License from the Company to a third Person. For the avoidance of doubt, (x) an offer or proposal relating to effect purchase or sale of Protiva or Tekmira (including by sale of equity, merger, asset transaction or other business combination) shall not be an Acquisition ProposalProposal or (y) the purchase or sale of Protiva or Tekmira (including by sale of equity, including the material terms thereof. TATmerger, Sellers and the Acquired Companies asset transaction or other business combination) shall (and each shall cause their respective subsidiaries and representatives to) immediately cease and cause to not be terminated any existing discussions or negotiations with any Persons (other than Buyer) conducted heretofore with respect to any an Acquisition ProposalTransaction.

No Shop. None Each of TATCarnival and P&O Princess agrees that, Sellers subject to Section 4.2.3 and except as expressly contemplated by this Agreement, neither it nor any of its Subsidiaries nor any of the officers or the Acquired Companies directors of it or its Subsidiaries shall, and each that it shall direct and use its reasonable best efforts to cause their respective its and its Subsidiaries' officers, directors, subsidiariesemployees, partnersinvestment bankers, Affiliates attorneys, accountants, financial advisors, agents or other representatives (collectively, with respect to each of Carnival and representatives P&O Princess, such Person's "Representatives") not to, directly or indirectly, (a) initiate, solicit, initiate, discuss, entertain, undertake, authorize, recommend, propose, enter into encourage or encourage otherwise facilitate any inquiries or the submission making of any proposal or offer from by a third party with respect to a merger, takeover, reorganization, share exchange, scheme of arrangement, dual-holding company transaction, consolidation or similar transaction involving Carnival or P&O Princess, or any purchase of or joint venture (or similar arrangement) involving, or offer to purchase or enter into a joint venture (or similar arrangement) involving, all or 15% or more of the equity securities of Carnival or P&O Princess, as the case may be, or of its and its Subsidiaries' assets taken as a whole (any such proposal or offer being hereinafter referred to as an "Acquisition Proposal"). Each of Carnival and P&O Princess further agrees that neither it nor any of its Subsidiaries nor any of its or its Subsidiaries' officers or directors shall, and that it shall direct and use its reasonable best efforts to cause its Representatives not to, directly or indirectly, have any discussions with or provide any confidential information or data to any Person relating to the direct an Acquisition Proposal or indirect acquisition of the Shares or engage in any portion of the assets (other than assets sold in the ordinary course of business) of the Acquired Companies (including any acquisition structured as a merger, consolidation or share exchange) (each, negotiations concerning an “Acquisition Proposal”), or (b) participate in any discussions or negotiations regarding, furnish or cause to be furnished to any Person any information with respect to the business, operations, properties or assets of the Acquired Companies or assist or participate in, or otherwise facilitate in any other manner any effort or attempt by any Person to pursue any make or implement an Acquisition Proposal; provided, however, that nothing contained in this Agreement shall prevent either Carnival or P&O Princess or its board of directors from (i) negotiating with or furnishing information to any Person who has made a bona fide unsolicited written Acquisition Proposal which did not result from a breach of this Section 4.2.1 (or any action that would have constituted such a breach if the Acquired Companies’ representatives may Representatives of such Party were bound by this Section to the same extent as such Party) or Section 6 of, or any comparable no-shop provision in, the Stockholders Deed Polls (or any action that would have constituted a breach if the Representatives (as defined in the Stockholders Deed Polls) were bound by such Section to the same extent as the Carnival Major Stockholders) (each, a "Qualifying Acquisition Proposal") or (ii) recommending a Qualifying Acquisition Proposal to its shareholders, if and only to the extent that, in each case, the board of directors of such Party determines in good faith after consultation with outside legal counsel that the failure to take such action would result in a breach of the fiduciary duties of the Board of Directors and such Qualifying Acquisition Proposal is a Superior Proposal. For purposes of this Agreement, a "Superior Proposal" means in respect of Carnival or P&O Princess, as applicable, any Qualifying Acquisition Proposal by a third party (x) on terms which the board of directors of such Party determines in its good faith judgment to be more favorable from a financial point of view to its shareholders than the Transactions after consultation with its financial advisors (which advice shall be communicated to the other Party) and after giving the other Party at least ten Business Days to respond to unsolicited inquiries, but solely for the purpose of communicating that TAT, Sellers and the Acquired Companies are not able to entertain the unsolicited offer. Sellers shall notify Buyer orally and in writing promptly after receipt by TAT, any Seller or any Acquired Company or any representatives thereof of any proposal or offer from any Person (other than Buyer) to effect an such third party Qualifying Acquisition Proposal, including (y) which the material board of directors of such Party determines in its good faith judgment to constitute a transaction that is reasonably likely to be consummated on the terms thereofset forth, taking into account all legal, financial, regulatory and other aspects of such proposal and (z) which relates to at least a majority of the consolidated assets by value or the securities by voting power of such Party. TAT, Sellers Each of Carnival and the Acquired Companies shall (and each shall cause their respective subsidiaries and representatives to) P&O Princess agrees that it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons (other than Buyer) Person conducted heretofore with respect to any Acquisition Proposal. Each of Carnival and P&O Princess also agrees that if it has not already done so, it will promptly request each Person, if any, that has heretofore executed a confidentiality agreement within the 12 months prior to the date hereof in connection with its consideration of any Acquisition Proposal to return or destroy all confidential information heretofore furnished to such Person by or on behalf of it or any of its Subsidiaries.

No Shop. None During the period beginning on the Effective Date and continuing until the earlier of TAT(i) the NTP Date and (ii) the termination of this Agreement in accordance with Section 20.9, Sellers and, if this Agreement has been terminated in accordance with Section 1.11(b) due to Contractor's failure to satisfy the conditions set forth in Part A of Section 1 of Exhibit 26, for a period of *** after the termination of this Agreement (the “No Shop Period”), Contractor agrees that neither it nor any of its Affiliates, directors, officers, employees, or the Acquired Companies other agents or representatives *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (including any investment banking, legal or accounting firm retained by any of them, and any individual member or employee thereof) (each such Person a “Representative”) shall, and each that it shall cause direct its and their respective officers, directors, subsidiaries, partners, Affiliates and representatives not to, directly or indirectly, (ai) solicit, initiate, discuss, entertain, undertake, authorize, recommend, propose, enter into initiate or knowingly facilitate or encourage the submission of any proposal or offer from any Person relating to the direct or indirect acquisition of the Shares or any portion of the assets (other than assets sold in the ordinary course of business) of the Acquired Companies (including any acquisition structured as a merger, consolidation or share exchange) (each, an “Acquisition Proposal”)inquiry with respect to, or the making, submission or announcement of, any Alternative Proposal, (bii) participate in any negotiations or substantive discussions regarding an Alternative Proposal with, or negotiations regardingfurnish any non-public information or access to its properties, furnish books, records or cause personnel to, any person that has made or, to be furnished Contractor's knowledge, is considering making an Alternative Proposal, (iii) continue, resume or engage in discussions regarding an Alternative Proposal with any person that has made or, to any Person any information with respect Contractor's knowledge, is considering making an Alternative Proposal, except to notify such person as to the business, operations, properties or assets existence of the Acquired Companies provisions of this Section 1.11(c), (iv) approve, endorse, cooperate with or recommend any Alternative Proposal, (v) enter into any letter of intent or agreement in principle or any agreement or understanding, oral or written, providing for any Alternative Proposal, or (vi) otherwise cooperate with, or assist or participate in, or knowingly facilitate in any other manner or encourage any effort or attempt by any Person to pursue any Acquisition Proposal; provided, however, that the Acquired Companies’ representatives may respond to unsolicited inquiries, but solely for the purpose of communicating that TAT, Sellers and the Acquired Companies are not able to entertain the unsolicited offer. Sellers shall notify Buyer orally and in writing promptly after receipt by TAT, any Seller or any Acquired Company or any representatives thereof of any proposal or offer from any Person (other than BuyerOwner) with respect to, or which would reasonably be expected to effect result in, an Acquisition Alternative Proposal. Contractor shall promptly inform its Representatives, including the material terms thereof. TAT, Sellers and the Acquired Companies shall (and each shall cause its Affiliates and other Representatives promptly to inform their respective subsidiaries and representatives to) representatives, of the obligations under this Section 1.11(c). During the No Shop Period, Contractor shall notify Owner immediately cease and cause if any inquiries, proposals or offers related to an Alternative Proposal are received by, any information or data is requested from, or any negotiations or discussions related to an Alternative Proposal are sought to be terminated initiated or continued with, Contractor or any existing discussions of its Affiliates or negotiations any of their respective directors, officers, employees and Affiliates or, to Contractor's Knowledge, any other representative, and such notice shall include copies of any letters, proposals or other communications received, as well as the details of such Alternative Proposal. Notwithstanding anything herein to the contrary, this Section 1.11(c) shall not apply after the date of termination in accordance with any Persons (other than Buyer) conducted heretofore with respect to any Acquisition ProposalSection 20.9.

No Shop. None Each SELLER and each Shareholder agrees that, from the ------- date hereof and until the first to occur of TAT, Sellers the Closing or the Acquired Companies shalltermination of this Agreement in accordance with Article 15, no SELLER, none of such SELLER's respective officers or directors and no Shareholder will, and each shall SELLER and each Shareholder will direct and use their best efforts to cause each of their respective officers, directors, subsidiaries, partners, Affiliates and representatives not to, initiate, solicit, encourage or respond to, directly or indirectly, (a) solicit, initiate, discuss, entertain, undertake, authorize, recommend, propose, enter into any inquiries or encourage the submission making or implementation of any proposal or offer from (including any proposal or offer to the Shareholders) with respect to a merger, acquisition, consolidation or similar transaction involving, or any purchase of all or any significant portion of the assets or any equity securities of, a SELLER (any such proposal or offer being an "Acquisition Proposal") or provide any Confidential Information respecting any SELLER or BUYER or any affiliate of BUYER to, or engage in any activities or have any discussions or negotiations with, any Person relating to the direct an Acquisition Proposal or indirect acquisition of the Shares or any portion of the assets (other than assets sold in the ordinary course of business) of the Acquired Companies (including any acquisition structured as a merger, consolidation or share exchange) (each, an “Acquisition Proposal”), or (b) participate in any discussions or negotiations regarding, furnish or cause to be furnished to any Person any information with respect to the business, operations, properties or assets of the Acquired Companies or assist or participate in, or otherwise facilitate in any other manner any effort or attempt by any Person to pursue any Acquisition Proposal; provided, however, that the Acquired Companies’ representatives may respond to unsolicited inquiries, but solely for the purpose of communicating that TAT, Sellers and the Acquired Companies are not able to entertain the unsolicited offer. Sellers shall notify Buyer orally and in writing promptly after receipt by TAT, any Seller make or any Acquired Company or any representatives thereof of any proposal or offer from any Person (other than Buyer) to effect implement an Acquisition Proposal, including the material terms thereof. TAT, Sellers and the Acquired Companies shall (Each SELLER and each shall cause their respective subsidiaries and representatives toShareholder will: (a) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons (other than Buyer) conducted heretofore with respect to any Acquisition Proposalof the foregoing, and each will take the steps necessary to inform such Persons of the obligations undertaken in this Section 9.10, and (b) notify BUYER immediately if any such inquiries or proposals are received by, any such information is requested from, or any such discussions or negotiations are sought to be initiated or continued with, any SELLER or any Shareholder.

No Shop. None Seller will not, nor will Seller permit any of TAT, Sellers its Affiliates or the Acquired Companies shall, and each shall cause their respective officers, directors, subsidiaries, partners, Affiliates and representatives not Company or any of its Subsidiaries to, directly or indirectly, (ai) solicit, initiate, discuss, entertainnegotiate, undertake, authorize, recommend, proposepropose or enter into, enter into either as the proposed surviving, merged, acquiring or encourage the submission acquired corporation, any transaction involving a merger, consolidation, business combination, purchase or disposition of any proposal or offer from any Person relating to the direct or indirect acquisition of the Shares or any portion amount of the assets of the Company (other than the UK Land or any sales or other dispositions of assets sold in the ordinary course Ordinary Course of businessBusiness as permitted under this Agreement) or any equity interests in the Company or any of its Subsidiaries other than the Acquired Companies transactions contemplated by this Agreement (including any acquisition structured as a merger, consolidation or share exchange) (each, an “Acquisition ProposalTransaction”); (ii) facilitate, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction; (biii) participate in any discussions or negotiations regarding, furnish or cause to be furnished furnished, to any Person Person, any information with respect to concerning the business, operations, properties or assets of the Acquired Companies Company of any of its Subsidiaries in connection with an Acquisition Transaction; or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or facilitate in any other manner encourage, any effort or attempt by any other Person to pursue do or seek any Acquisition Proposal; provided, however, that of the Acquired Companies’ representatives may respond to unsolicited inquiries, but solely for the purpose of communicating that TAT, Sellers foregoing. Seller shall and the Acquired Companies are not able to entertain the unsolicited offer. Sellers shall notify Buyer orally and in writing promptly after receipt by TAT, any Seller or any Acquired Company or any representatives thereof of any proposal or offer from any Person (other than Buyer) to effect an Acquisition Proposal, including the material terms thereof. TAT, Sellers and the Acquired Companies shall (and each shall cause their the Company and its respective subsidiaries and representatives to) Affiliates to immediately cease and cause to be terminated any existing discussions or negotiations with any Persons Person (other than Buyer) conducted heretofore with respect to any Acquisition Proposalof the foregoing. Seller agrees not to, and to cause the Company and its respective Affiliates not to, release any third party from the confidentiality and standstill provisions of any agreement to which either (i) the Company is a party or (ii) Seller is a party and the agreement relates to the Company. Seller agrees that the rights and remedies for noncompliance with this Section 6.14 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.

No Shop. None of TATDuring the Pre-Closing Period, Sellers or neither the Acquired Companies shallCompany, on the one hand, nor Acquiror, on the other hand, will, and such Persons will direct, and use reasonable best efforts to cause, each shall cause of their respective members, officers, directors, subsidiariesAffiliates, partnersmanagers, Affiliates consultants, employees, Representatives and representatives agents not to, directly or indirectly, (ai) encourage, solicit, initiate, discussengage, entertain, undertake, authorize, recommend, proposeparticipate, enter into discussions or encourage negotiations with any Person concerning any Alternative Transaction, (ii) take any other action intended or designed to facilitate the submission efforts of any proposal or offer from any Person relating to the direct a possible Alternative Transaction or indirect acquisition of the Shares (iii) approve, recommend or enter into any Alternative Transaction or any portion Contract related to any Alternative Transaction. In the event that there is an unsolicited proposal for, or an indication of the assets (other than assets sold interest in the ordinary course of business) of the Acquired Companies entering into, an Alternative Transaction (including any acquisition structured as a mergerrevision, consolidation modification or share exchange) follow-up with respect thereto), communicated in writing to the Company or Acquiror or any of their respective Representatives or agents (each, an “Acquisition Alternative Proposal”), or such party will as promptly as practicable (b) participate and in any discussions or negotiations regarding, furnish or cause to be furnished to event within one Business Day after receipt) advise the other Party orally and in writing of such Alternative Proposal and the material terms and conditions of such Alternative Proposal (including any Person any information with respect to changes thereto) and the business, operations, properties or assets identity of the Acquired Companies or assist or participate in, or facilitate in any other manner any effort or attempt by any Person to pursue any Acquisition making such Alternative Proposal; provided, however, that nothing in the Acquired Companies’ representatives may respond foregoing clause shall restrict the Company or its Affiliates or Representatives during the Pre-Closing Period from disclosing to its stockholders any unsolicited inquiries, but solely for proposal received in connection with any Alternative Proposal if the purpose Company Board determines that the failure of communicating that TAT, Sellers the Company to take such action would be inconsistent with its fiduciary duties under applicable Law. Each of Acquiror and the Acquired Companies are not able to entertain the unsolicited offer. Sellers shall notify Buyer orally and in writing promptly after receipt by TAT, any Seller or any Acquired Company or any representatives thereof of any proposal or offer from any Person (other than Buyer) to effect an Acquisition Proposal, including the material terms thereof. TAT, Sellers and the Acquired Companies shall (and each shall cause their respective subsidiaries and representatives to) will immediately cease and cause to be terminated any terminated, and will direct their respective Affiliates and all of their respective Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons (other than Buyer) persons conducted heretofore with respect to any Acquisition to, or that could lead to, an Alternative Proposal.

No Shop. None Prior to the Closing Date, Cineplex Odeon agrees that: (a) neither it, nor any of TAT, Sellers or the Acquired Companies shallits Subsidiaries, and each shall cause their respective none of the officers, directors, subsidiariesemployees, partners, Affiliates agents and representatives not tothereof (including, without limitation, any investment banker, attorney or accountant retained thereby), shall initiate, solicit or encourage, directly or indirectly, (a) solicit, initiate, discuss, entertain, undertake, authorize, recommend, propose, enter into any inquiries or encourage the submission making or implementation of any proposal or offer from (including, without limitation, any Person relating proposal or offer to the direct its stockholders) with respect to a merger, acquisition, consolidation or indirect acquisition of the Shares similar transaction involving, or any purchase of all or any significant portion of the assets (other than assets sold in the ordinary course of business) of the Acquired Companies (including any acquisition structured as a merger, consolidation or share exchange) (each, an “Acquisition Proposal”), or (b) participate in any discussions or negotiations regarding, furnish or cause to be furnished to any Person any information except with respect to the business, operations, properties or assets exercise of stock options issued pursuant to the terms of the Acquired Companies Cineplex Odeon Stock Option Plan) any equity securities of Cineplex Odeon or assist any of Cineplex Odeon's Significant Subsidiaries (any such proposal or participate inoffer being hereinafter referred to as an "Alternative Proposal") or engage in any negotiations concerning, or provide any confidential information or data to, or have any discussions with, any person relating to an Alternative Proposal, or release any third party from any obligations under any existing standstill agreement or arrangement relating to any Alternative Proposal, or otherwise facilitate in any other manner any effort or attempt by any Person to pursue any Acquisition make or implement an Alternative Proposal; provided, however, that the Acquired Companies’ representatives may respond to unsolicited inquiries, but solely for the purpose of communicating that TAT, Sellers and the Acquired Companies are not able to entertain the unsolicited offer. Sellers shall notify Buyer orally and in writing promptly after receipt by TAT, any Seller or any Acquired Company or any representatives thereof of any proposal or offer from any Person (other than Buyerb) to effect an Acquisition Proposal, including the material terms thereof. TAT, Sellers and the Acquired Companies shall (and each shall cause their respective subsidiaries and representatives to) it will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any Persons (other than Buyer) parties conducted heretofore with respect to any of the foregoing, and it will take the necessary steps to inform the individuals or entities referred to above of the obligations undertaken in this Section 6.10; and (c) it will notify the other parties without unnecessary delay if any such inquiries or proposals are received by, any such information is requested from, or any such negotiations or discussions are sought to be initiated or continued with it; provided, however, that nothing contained in this Section 6.10 shall prohibit the Board of Directors of Cineplex Odeon from, prior to the time at which the shareholders of Cineplex Odeon approve the Arrangement and the transactions contemplated thereby at the Cineplex Odeon Meeting, (i) furnishing information to or entering into discussions or negotiations with, any person or entity that makes an unsolicited bona fide proposal to acquire such party pursuant to a merger, consolidation, share exchange, purchase of a substantial portion of the assets, business combination or other similar transaction, if, and only to the extent that, (A) such Alternative Proposal is, in the opinion of the financial advisor to Cineplex Odeon, financially superior to the Transactions, (B) the third party making such Alternative Proposal has demonstrated that the consideration necessary for the Acquisition Proposal is likely to be available (as reasonably determined in good faith by the Special Committee after consultation with its financial advisors), (C) the Board of Directors of Cineplex Odeon shall reasonably conclude in good faith, after considering applicable provision of law, on the basis of oral or written advice of outside counsel, that such action may be required for the Board of Directors to comply with its fiduciary duties to stockholders imposed by law, (D) prior to furnishing such information to, or entering into discussions or negotiations with, such person or entity, Cineplex Odeon provides written notice to LTM to the effect that it is furnishing information to, or entering into discussions or negotiations with, such person or entity, and (E) Cineplex Odeon or its representative receives from such person or entity an executed confidentiality agreement in reasonably customary form on terms not in the aggregate materially more favorable to such person or entity than the terms of the Confidentiality Agreements; and (ii) to the extent applicable, complying with Rule 14e-2 promulgated under the Exchange Act with regard to an Alternative Proposal. Cineplex Odeon shall notify LTM orally and in writing of any such inquiries, offers or proposals (including, without limitation, the terms and conditions of any such proposal and the identity of the person making it), by the close of business on the business day following the receipt thereof by Cineplex Odeon, and shall keep LTM informed of the status and details of any such inquiry, offer or proposal, and shall give LTM one business day's advance notice of any agreement to be entered into with, or any information to be supplied to, any person making such inquiry, offer or proposal. Section 6.11.

No Shop. None From the date of TATthis Agreement until the Closing, Sellers or the Acquired Companies earlier termination of this Agreement in accordance with Article 10, the Sellers and the Company shall, and each the Sellers and the Company shall cause the Company’s Subsidiaries and their respective officers, directors, subsidiaries, partners, Affiliates and representatives not Representatives to, directly or indirectly, (a) solicitimmediately cease any solicitation, encouragement, discussions or negotiations with any Persons that may be ongoing with respect to an Acquisition Proposal and request promptly thereafter that such Persons return or destroy all confidential information concerning the Target Companies provided by the Target Companies or their respective Representatives and (b) not to (i) initiate, discuss, entertain, undertake, authorize, recommend, propose, enter into solicit or knowingly encourage or facilitate any inquiries or the submission making of any proposal or offer from any Person relating that constitutes or could reasonably be expected to the direct or indirect acquisition of the Shares or any portion of the assets (other than assets sold in the ordinary course of business) of the Acquired Companies (including any acquisition structured as a merger, consolidation or share exchange) (each, lead to an “Acquisition Proposal”), (ii) engage in or (b) otherwise participate in any discussions or negotiations regarding, furnish or cause to be furnished provide any non-public information or data concerning any Target Company to any Person any information with respect to the business, operations, properties or assets of the Acquired Companies or assist or participate inrelating to, or that could reasonably be expected to lead to, any Acquisition Proposal, (iii) enter into any letter of intent, memorandum of understanding, acquisition agreement, merger agreement or similar definitive agreement or (iv) otherwise knowingly facilitate in any other manner any effort or attempt by any Person to pursue any make an Acquisition Proposal; provided, however, that the Acquired Companies’ representatives may respond to unsolicited inquiries, but solely for the purpose of communicating that TAT, . The Sellers and the Acquired Companies are not able to entertain the unsolicited offer. Sellers Company shall promptly notify Buyer orally and in writing promptly of the identity of each Person or group of Persons from whom the Sellers, the Company or their Representatives, as the case may be, received a written Acquisition proposal after receipt by TATthe execution of this Agreement and provide to Buyer (x) a copy of any Acquisition Proposal made in writing and any other written terms or proposals provided (including financing commitments) to the Sellers, any Seller or any Acquired the Company or any representatives thereof of any proposal or offer from any Person their Representatives and (other than Buyery) to effect an Acquisition Proposal, including a written summary of the material terms thereof. TAT, Sellers and the Acquired Companies shall (and each shall cause their respective subsidiaries and representatives to) immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Buyer) conducted heretofore with respect to of any Acquisition ProposalProposal not made in writing (including any terms proposed orally or supplementally).

No Shop. None Prior to the Closing or termination of TATthis Agreement, Sellers the Seller will not directly or the Acquired Companies shallindirectly, and each shall cause their respective officerswill not authorize, directorsencourage, subsidiaries, partners, permit or instruct any of its Representatives or Affiliates and representatives not to, directly or indirectly, indirectly (a) solicit, initiate, discuss, entertain, undertake, authorize, recommend, propose, enter into initiate or encourage or assist in the making, submission of or announcement of, or take any action that could reasonably be expected to lead to, any proposal or offer from by a third party (other than the Buyer) to acquire any Person relating to the direct or indirect acquisition member of the Shares Transferred Group or any portion Assets (i) through any form of recapitalization transaction involving the Transferred Group or any sale, merger, consolidation, business combination, spin-off or liquidation, (ii) through a purchase of the assets (other than assets sold in the ordinary course of business) of the Acquired Companies Transferred Group or any Assets, (including iii) through a purchase of the Shares, or (iv) through any acquisition structured as a mergerother transaction designed to acquire the business of the Transferred Group, consolidation any Assets or share exchange) any part thereof (each, an “Acquisition Proposal”), or (b) engage, continue or participate in any discussions or negotiations regardingnegotiations, furnish or cause to be furnished to any Person provide any information with respect to the business, operations, properties or assets of the Acquired Companies or assist or participate in, or facilitate in any other manner any effort or attempt by any Person to pursue any Acquisition Proposal; provided, however, that the Acquired Companies’ representatives may respond to unsolicited inquiries, but solely for the purpose of communicating that TAT, Sellers and the Acquired Companies are not able to entertain the unsolicited offer. Sellers shall notify Buyer orally and in writing promptly after receipt by TAT, any Seller or any Acquired Company or any representatives thereof of any proposal or offer from any Person (other than the Seller's Representatives and the Buyer) to effect an ), regarding any Acquisition Proposal; or (c) agree to, including approve, execute, enter into or become bound by any letter of intent or other contract or understanding between or among the material terms thereofSeller or any of its Subsidiaries and any Person that is related to or provides for any Acquisition Proposal. TATThe Seller shall, Sellers and the Acquired Companies shall (direct its Affiliates and each shall cause their respective subsidiaries and representatives Representatives to) , immediately cease and cause to be terminated any existing solicitations, discussions or negotiations with any Persons Person (other than Buyerthe Parties hereto) conducted heretofore with respect that has made or indicated an intention to make an Acquisition Proposal and request that each such Person destroy any information regarding the Transferred Group provided in connection therewith. The Seller shall promptly notify the Buyer of any Acquisition ProposalProposal (but in any event within 48 hours of receipt thereof) received after the date hereof and prior to the Closing or termination of this Agreement, which notice shall include the identity of the prospective buyer or soliciting party, the terms of and any substance regarding such inquiry, offer or proposal.

No Shop. None Subject to the fiduciary duties of TATthe Board after receipt of the advice of the Company’s outside legal counsel, Sellers or the Acquired Companies shallCompany shall not, and each shall cause their respective officersnot permit any of its affiliates, directors, subsidiariesofficers, partnersemployees, Affiliates and representatives not or agents of the Company (collectively, the “Representatives”) to, directly or indirectly, other than with respect to the disposition of non-core assets of the Company, for a price not to exceed $30,000,000 in the aggregate, permitted under the Credit Agreement, (ai) solicitdiscuss, knowingly encourage, negotiate, undertake, initiate, discuss, entertain, undertake, authorize, recommend, proposepropose or enter into, enter into any transaction involving a merger, consolidation, business combination, purchase or encourage the submission disposition of any proposal or offer from any Person relating to the direct or indirect acquisition of the Shares or any portion material amount of the assets (or any capital stock of the Company or any of its subsidiaries other than assets sold the transactions contemplated by this Agreement, (ii) facilitate, knowingly encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in the ordinary course respect of businessany such alternative transaction, (iii) of the Acquired Companies (including any acquisition structured as a merger, consolidation or share exchange) (each, an “Acquisition Proposal”), or (b) participate in any discussions or negotiations regarding, furnish or cause to be furnished furnished, to any Person Person, any information with respect to concerning the business, operations, properties or assets of the Acquired Companies Company or any of its subsidiaries in connection with any such alternative transaction, or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or facilitate in any other manner knowingly encourage, any effort or attempt by any other Person to pursue do or seek any Acquisition Proposal; provided, however, that of the Acquired Companies’ representatives may respond to unsolicited inquiries, but solely for the purpose of communicating that TAT, Sellers and the Acquired Companies are not able to entertain the unsolicited offerforegoing. Sellers shall notify Buyer orally and in writing promptly after receipt by TAT, any Seller or any Acquired The Company or any representatives thereof of any proposal or offer from any Person (other than Buyer) to effect an Acquisition Proposal, including the material terms thereof. TAT, Sellers and the Acquired Companies shall (and each shall cause their respective subsidiaries and representatives its Representatives to) immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Buyer) conducted heretofore with respect to any Acquisition Proposal.such alternative transaction, including, without limitation, the sale of the Company’s European and rest of the world industrial energy business. This Section 7(b) shall not apply to the possible sale of businesses identified in writing by the Company to the Standby Purchasers on or prior to the date hereof. (c) Expense Reimbursement. The Company agrees to promptly reimburse each Standby Purchaser for all of its reasonable out-of-pocket costs and expenses and reasonable attorneys’ fees (collectively, “Expenses”) incurred by such Standby Purchaser in connection with this Agreement, its due diligence investigation of the Company and other activities relating to the transactions contemplated hereunder upon the Company’s receipt of all

No Shop. None (a) In consideration of TATthe substantial time and expense to Buyer in analyzing the Business and the Purchased Assets, Sellers or the Acquired Companies shallconducting its due diligence investigation, and each shall cause preparing the Transaction Documents, for the Covered Period (defined below), neither Seller, Shareholders, nor any of their Affiliates, Representatives, or their respective officers, directors, subsidiaries, partners, Affiliates and representatives not toequity owners shall, directly or indirectly, (a) solicitwithout the prior written consent of Buyer, initiatecontact, discussrespond to, entertain, undertake, authorize, recommend, propose, enter into or encourage the submission of any proposal or offer from any Person relating to the direct or indirect acquisition of the Shares or any portion of the assets (other than assets sold in the ordinary course of business) of the Acquired Companies (including any acquisition structured as a merger, consolidation or share exchange) (each, an “Acquisition Proposal”)negotiate with, or (b) participate initiate or engage in discussions with any discussions or negotiations regardingperson, furnish or cause to be furnished to any Person any information with respect to the businesscorporation, operations, properties or assets of the Acquired Companies or assist or participate inpartnership, or facilitate in any other manner any effort or attempt by any Person to pursue any Acquisition Proposal; provided, however, that the Acquired Companies’ representatives may respond to unsolicited inquiries, but solely for the purpose of communicating that TAT, Sellers and the Acquired Companies are not able to entertain the unsolicited offer. Sellers shall notify Buyer orally and in writing promptly after receipt by TAT, any Seller or any Acquired Company or any representatives thereof of any proposal or offer from any Person entity (other than Buyer) regarding (i) the sale or other disposition of all or substantially all of Seller’s assets, (ii) the issuance, sale or other dispossessory or other dilutive action involving of any capital stock or other equity interests in Seller, (iii) the merger or consolidation of Seller with or into any other entity, or (iv) the management of all or any material portion of the Business or Seller’s assets. Upon receipt during the Covered Period of any communication to effect an Acquisition Proposalany Seller Party from any corporation, including partnership, person, or other entity regarding any transaction described in clauses (i)-(iv) of the material terms thereof. TATprevious sentence, Sellers Seller Representative shall promptly provide written notice to Buyer of such communication, identifying the communicant (each, a “Soliciting Party”) and the Acquired Companies subject matter and substance of the communication. Seller Representative also shall promptly inform the Soliciting Party that Seller is not free to discuss the matter and that any further effort to do so would interfere with Seller’s obligations under an existing contract. Notwithstanding the preceding sentences of this Section 4.11, the term “Soliciting Party” shall not include any corporation, partnership, person, or other entity with whom Seller has previously entered into a confidentiality or nondisclosure agreement for the purposes of discussing any transaction described in clauses (and each i)-(iv) prior to the commencement of the Covered Period; provided that Seller shall cause their respective subsidiaries and representatives todeliver the written notice required in the previous sentence (including all information therein to the extent permissible under any applicable confidentiality or nondisclosure agreement) immediately cease and cause to be terminated any existing discussions or negotiations with any Persons (other than Buyer) conducted heretofore with respect to such unsolicited communication from any Acquisition Proposal.such party. For purposes of this Section 4.11, the term “

No Shop. None (a) From the date of TATthis Agreement until the earlier of (x) the Closing Date and (y) the date this Agreement is terminated pursuant to ARTICLE IX, Sellers or the Seller Parties and the Acquired Companies shallshall not, and each shall cause not permit their respective officersAffiliates, directors, subsidiariesofficers, partnersemployees, Affiliates and investment bankers, financial advisors, representatives not or agents to, directly or indirectly, (ai) solicitdiscuss, encourage, negotiate, undertake, initiate, discuss, entertain, undertake, authorize, recommend, proposepropose or enter into, enter into any business combination transaction, whether by way of merger, consolidation, business combination, purchase or encourage the submission disposition of any proposal assets or offer from any Person relating to the direct or indirect acquisition of the Shares or any portion of the assets (other than assets sold in the ordinary course of business) equity interests of the Acquired Companies or otherwise, other than the transactions contemplated by this Agreement (including any acquisition structured as a merger, consolidation or share exchange) (each, an “Acquisition ProposalTransaction”), (ii) facilitate, encourage, solicit or initiate discussions, negotiations or submissions of proposals or offers in respect of an Acquisition Transaction, (biii) participate in any discussions or negotiations regarding, furnish or cause to be furnished furnished, to any Person Person, any information with respect to concerning the business, operations, properties or assets of the Acquired Companies in connection with an Acquisition Transaction or (iv) otherwise cooperate in any way with, or assist or participate in, facilitate or facilitate in any other manner encourage, any effort or attempt by any other Person to pursue do or seek any Acquisition Proposal; providedof the foregoing. For the avoidance of doubt, howevernothing in this Agreement shall preclude the Seller Parties or their respective Affiliates, that directors, officers, employees, investment bankers, financial advisors, representatives or agents from discussing, encouraging, negotiating, undertaking, initiating, soliciting, seeking, authorizing, recommending, proposing, entering into or taking any of the Acquired Companies’ representatives may respond other actions contemplated by clauses (i) through (iv) of the immediately preceding sentence or continuing to unsolicited inquiriesdo any of the foregoing with respect to any transaction involving a merger, but solely for consolidation, business combination, recapitalization, liquidation, dissolution, purchase or disposition of any of the purpose of communicating that TATassets of, Sellers and or relating to any business of, the Seller Parties other than the Acquired Companies are not able to entertain the unsolicited offer. Sellers shall notify Buyer orally and in writing promptly after receipt by TAT, any Seller or any Acquired Company or any representatives thereof of any proposal or offer from any Person (other than Buyer) to effect an Acquisition Proposal, including the material terms thereof. TAT, Sellers and the Acquired Companies shall assets of the Business; provided that (and each shall cause their respective subsidiaries and representatives toA) immediately cease and cause to be terminated any existing discussions or negotiations with any the Persons (other than Buyerthe Seller Parties) conducted heretofore with respect involved in such actions are advised of the existence of this Agreement, the Mergers and the other transactions contemplated by this Agreement and (B) no confidential information is, directly or indirectly, furnished or made available to any Acquisition ProposalPerson in connection with or in contemplation of any of the foregoing activities.

No Shop. None During the Interim Period, Seller Parent and Sellers shall not take, nor shall they permit any of TAT, Sellers their respective Affiliates (including any Purchased Company or the Acquired Companies shallPurchased Subsidiary), or their or their Affiliates’ Representatives (including attorneys and each shall cause their respective officersfinancial advisors) to take, directorsany action to encourage, subsidiaries, partners, Affiliates and representatives not to, directly or indirectly, (a) solicit, initiate, discuss, entertain, undertake, authorize, recommend, proposeinitiate or engage in discussions or negotiations with, enter into any agreement, letter of intent, memorandum of understanding or encourage similar instrument with, or furnish any information or materials regarding any Purchased Company, the submission of any proposal Purchased Subsidiary or offer from the Business to, any Person relating to (other than Buyer or any of its Affiliates), in any such case, concerning the direct or indirect potential acquisition of the Shares Purchased Equity Interests or any portion of the material assets of the Business (other than assets sold in the ordinary course of business) of the Acquired Companies (including Excluded Assets), or any acquisition structured as a merger, consolidation amalgamation, business combination or share exchange) similar transaction involving any Purchased Company or the Purchased Subsidiary (eacheach such acquisition transaction, an “Acquisition ProposalTransaction”), or (b) participate in any discussions or negotiations regarding, furnish or cause to be furnished to any Person any information with respect to the business, operations, properties or assets of the Acquired Companies or assist or participate in, or facilitate in any other manner any effort or attempt by any Person to pursue any Acquisition Proposal; provided, however, that Buyer hereby acknowledges that prior to the Acquired Companies’ representatives date of this Agreement, Seller Parent and Sellers have provided information relating to the Business and have afforded access to, and engaged in discussions with, other Persons in connection with a proposed Acquisition Transaction and that such information, access and discussions could reasonably enable another Person to form a basis for an Acquisition Transaction without any breach by Seller Parent or Sellers of this Section 5.06. Notwithstanding the foregoing, Seller Parent and Sellers may respond to any unsolicited inquiriesproposal regarding an Acquisition Transaction by indicating that Seller Parent and Sellers are subject to an exclusivity agreement. In the event of any sale of equity, but solely for the purpose sale of communicating that TATassets, Sellers and the Acquired Companies are not able to entertain the unsolicited offer. Sellers shall notify Buyer orally and in writing promptly after receipt by TATmerger, any amalgamation, business combination or similar transaction involving Seller Parent or any Acquired Company Seller, the result of which would be a change of control of Seller Parent or any representatives thereof such Seller, Seller Parent shall ensure that the acquirer of such control in such transaction assume all of Seller Parent’s or such Seller’s (as the case may be) obligations under this Agreement without any proposal or offer from any Person (modification thereof, other than Buyer) to effect an Acquisition Proposal, including the material terms thereof. TAT, Sellers and the Acquired Companies shall (and each shall cause their respective subsidiaries and representatives to) immediately cease and cause to as may be terminated any existing discussions or negotiations with any Persons (other than Buyer) conducted heretofore with respect to any Acquisition Proposalagreed by Buyer in its sole discretion.