Continued Exclusivity Clause Samples
Continued Exclusivity. 5.1 From the date of this Binding Offer and until the earlier of (a) the closing of the Transaction (b) the lapse of the Binding Offer upon the Purchaser's request under paragraph 2.2 and (c) November 30, 2018, the Beneficiaries agree and undertake that they shall not and shall procure that (se porte fort que) their respective Affiliates (including the Group Companies) shall not do any of the things set out in clauses 8.4(A), 8.4(B) and 8.4(C) of the SPA (Continued Exclusivity).
5.2 Immediately upon signing this Binding Offer, the Beneficiaries shall, and shall cause their respective Affiliates (including the Group Companies) to, terminate any discussions or negotiations currently taking place relating to any Acquisition Proposal (other than with the Purchaser). The Beneficiaries represent to the Purchaser that, since the date of the Letter of Intent, neither they nor any of their respective Affiliates (including the Group Companies) has had any discussions or negotiations relating to any Acquisition Proposal (other than with the Purchaser). The Beneficiaries represent to the Purchaser that neither they nor any of their respective Affiliates (including the Group Companies) is party to or bound by any agreement with respect to an Acquisition Proposal other than under this Binding Offer.
Continued Exclusivity. Between the date of this Agreement and the earlier of termination of this Agreement pursuant hereto or the Closing Date, the Sellers and the Company agree and undertake that they shall not and shall procure that (se porte fort que) their respective Affiliates (including the Group Companies) shall not:
(A) enter into, participate in or continue discussions or negotiations with any third party in connection with or with a view to agreeing or implementing an Acquisition Proposal;
(B) allow any third party to have access (or continued access) or otherwise provide any third party with information in connection with or with a view to an Acquisition Proposal, or otherwise co-operate with, assist or participate in any approach, proposal or offer in connection with or with a view to agreeing or implementing an Acquisition Proposal; or
(C) solicit, initiate or encourage offers or expressions of interest from any third party in connection with or with a view to agreeing or implementing an Acquisition Proposal. The Sellers and the Company shall notify to the Purchaser during this period any proposal that any of them receive from a third party in relation to an Acquisition Proposal.
Continued Exclusivity