Common use of No-talk Clause in Contracts

No-talk. (a) Subject to the Bidder complying with its obligations under clause 2.1 and subject also to clause 3.5, during the Restriction Period, the Target must ensure that neither it nor any of its Representatives, except with the prior written consent of the Bidder, negotiates or enters into, continues or participates in any discussions or negotiations with any third party (other than the Bidder and its affiliates and Representatives) with respect to a Competing Proposal, even if: (1) that person’s Competing Proposal was not directly or indirectly solicited, initiated, or encouraged by the Target or any of its Representatives; or (2) that person has publicly announced their Competing Proposal. The Target must immediately terminate any such discussions or negotiations that are underway at the date of this agreement. If the Target has provided any confidential information to any third party since 30 October 2006 in connection with such third party’s consideration of a possible Competing Proposal, the Target must immediately request in writing the return or destruction by such third party of such confidential information.