No shop and no talk. During the Exclusivity Period, CBA must not, and must ensure that its Related Persons do not, directly or indirectly:
(a) (no shop) solicit, invite, encourage or initiate (including by the provision of non- public information to any Third Party) any inquiry, expression of interest, offer, proposal or discussion by any person in relation to, or which would reasonably be expected to encourage or lead to the making of, an actual, proposed or potential Competing Proposal or communicate to any person an intention to do anything referred to in this clause 8.1(a); or
(b) (no talk):
(1) participate in or continue any negotiations or discussions with respect to any inquiry, expression of interest, offer, proposal or discussion by any person to make or which would reasonably be expected to encourage or lead to the making of an actual, proposed or potential Competing Proposal or participate in or continue any negotiations or discussions with respect to any actual, proposed or potential Competing Proposal;
(2) negotiate, accept or enter into, or offer or agree to negotiate, accept or enter into, any agreement, arrangement or understanding regarding an actual, proposed or potential Competing Proposal;
(3) disclose or otherwise provide any material non-public information about the business or affairs of CPA to a Third Party with a view to obtaining or which would reasonably be expected to encourage or lead to receipt of an actual, proposed or potential Competing Proposal (including, without limitation, providing such information for the purposes of the conduct of due diligence investigations in respect of the Relevant CBA Group Members); or
(4) communicate to any person an intention to do anything referred to in the preceding paragraphs of this clause 8.1(b), but nothing in this clause 8.1 prevents CBA or any Relevant CBA Group Members from making normal presentations to brokers, portfolio investors and analysts in the ordinary course of business.
No shop and no talk. Between the date of this agreement and Completion (or termination of this agreement in accordance with its terms prior to Completion), the Seller shall not (and the Seller shall procure that the Seller’s Group, the Target Group and/or anyone acting on any of their behalf shall not), without the prior written consent of the Purchaser:
(a) solicit or initiate any enquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to a Third Party Transaction;
(b) furnish or provide copies of, or access to, any confidential information, properties, facilities, books or records of the Target Group to any person in connection with an actual or potential Third Party Transaction; and/or
(c) enter into or otherwise engage or participate in any discussions or negotiations with any person (other than the Purchaser, any member of the Purchaser’s Group and anyone acting on any of their behalf) regarding any enquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to a Third Party Transaction unless (and only to the extent that):
(i) such discussions are the result of an enquiry, proposal or offer which was not in breach of subclause 6(a); and (ii) the Seller or Seller’s Group is required under Applicable Law (including pursuant to the fiduciary duties of the directors of the Seller or any member of the Seller’s Group or the Target Group) to have such discussions.
No shop and no talk. During the Exclusivity Period, SunRice must not, and must ensure that its Authorised Persons do not, except with the prior written consent of Ebro:
(a) negotiate or enter into a Competing Proposal;
(b) continue to negotiate or participate in negotiations or discussions in relation to, or in the expectation of receiving, a Competing Proposal;
(c) solicit or invite any Competing Proposal or expression of interest or offer or invitation which may lead to a Competing Proposal; or
(d) initiate discussions with any third party with a view to obtaining any expression of interest, offer or proposal from any person in relation to, or which may reasonably be expected to lead to, a Competing Proposal.
No shop and no talk. During the Exclusivity Period, each of Carbon Revolution and the SPAC must not, and must ensure that each of their Related Persons and Related Bodies Corporate and the Related Persons of those Related Bodies Corporate do not, directly or indirectly:
(a) (no shop) solicit, invite, encourage or initiate (including by the provision of non-public information to any Third Party) any inquiry, expression of interest, offer, proposal, discussion or other communication by any person in relation to, or which would reasonably be expected to encourage or lead to, in the case of Carbon Revolution an actual, proposed or potential Competing Proposal or in the case of the SPAC, an actual, proposed or potential SPAC Competing Transaction, or communicate to any person an intention to do anything referred to in this clause 10.1(a); or
(b) (no talk) subject to clause 10.2:
(1) facilitate, participate in or continue any negotiations, discussions or other communications with respect to any inquiry, expression of interest, offer, proposal or discussion with any person in relation to, or which would reasonably be expected to encourage or lead to, in the case of Carbon Revolution, an actual, proposed or potential Competing Proposal or in the case of the SPAC, an actual, proposed or potential SPAC Competing Transaction;
(2) negotiate, accept or enter into, or offer or agree to negotiate, accept or enter into, any agreement, arrangement or understanding regarding, in the case of Carbon Revolution an actual, proposed or potential Competing Proposal or in the case of the SPAC, an actual, proposed or potential SPAC Competing Transaction;
(3) disclose or otherwise provide or make available any non-public information about the business or affairs of the Carbon Revolution Group or the SPAC (as applicable) to a Third Party (other than a Government Agency that has the right to obtain that information and has sought it) in connection with, with a view to obtaining, or which would reasonably be expected to encourage or lead to the formulation, receipt or announcement of, in the case of Carbon Revolution, an actual, proposed or potential Competing Proposal or in the case of the SPAC, an actual, proposed or potential SPAC Competing Transaction (including, without limitation, providing such information for the purposes of the conduct of due diligence investigations in respect of the Carbon Revolution Group or the SPAC (as applicable)) whether by that Third Party or another person; or
(4) communi...
