Exclusivity from Cardinal Sample Clauses

Exclusivity from Cardinal. (a) Unless and until this Agreement is terminated pursuant to the terms hereof, Xxxxxxxx agrees not to solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any Confidential Information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Business Combination, and without limiting the generality of the foregoing, not to induce or attempt to induce any other Person to initiate any offer, shareholder proposal, “business combination”, “takeover bid,” or “qualifying transaction”, exempt or otherwise, within the meaning of the Canadian Securities Laws for securities or assets of Cardinal, nor to undertake any transaction or negotiate any transaction which would be or potentially could reasonably be in conflict with the Business Combination, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to do so, except as required by statutory obligations. In the event Cardinal, including any of its officers or directors, receives any form of offer or inquiry, Cardinal shall forthwith (and in any event within one Business Day following receipt) notify MindHealth of such offer or inquiry and provide XxxxXxxxxx with such details as it may request.