Common use of No-talk Clause in Contracts

No-talk. Subject to clause 8.7, during the Exclusivity Period, the parties must ensure that none of it, any Group Member, or any of their respective Representatives directly or indirectly: (a) responds to, facilitates, negotiates or enters into or participates in negotiations, discussions or other communications with any Third Party; or (b) negotiates, accepts or enters into, or offers or agrees to negotiate or accept or enter into any agreement, arrangement or understanding; or (c) communicates any intention to do any of these things, in relation to, or which may reasonably be expected to lead to an actual, proposed or potential Competing Transaction or which may reasonably be expected to affect, prejudice or jeopardise the completion of the Transaction.

Appears in 1 contract

Sources: Amendment and Restatement Deed

No-talk. Subject to clause 8.7, during the Exclusivity Period, the parties must ensure that none of it, any Group Member, or any of their respective Representatives directly or indirectly: (a) responds to, facilitates, negotiates or enters into or participates in negotiations, discussions or other communications with any Third Party; or (b) negotiates, accepts or enters into, or offers or agrees to negotiate or accept or enter into any agreement, arrangement or understanding; or (c) communicates any intention to do any of these things, in relation to, or which may reasonably be expected to lead to an actual, proposed or potential Competing Transaction or which may reasonably be expected to affect, prejudice or jeopardise the completion of the Transaction.

Appears in 1 contract

Sources: Scheme Implementation Deed