No-talk. Subject to clause 14.7, during the Exclusivity Period, M2 must not, and must ensure that its Related Bodies Corporate and their respective Authorised Persons do not, directly or indirectly:
(a) negotiate or enter into or participate in negotiations or discussions with any person; or
(b) communicate any intention to do any of these things, in relation to (or which may reasonably be expected to lead to) a M2 Competing Proposal, even if that person's M2 Competing Proposal was not directly or indirectly solicited, encouraged or initiated by M2 or any of its Related Bodies Corporate, or that person has publicly announced the M2 Competing Proposal.
No-talk. Subject to clause 15.7, during the Exclusivity Period, Vocus must not, and must ensure that its Related Bodies Corporate and their respective Authorised Persons do not, directly or indirectly:
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.
No-talk. During the Exclusivity Period, but subject to clause 10.7, Papillon must ensure that none of it, its Subsidiaries, or any of its or their Representatives directly or indirectly:
(a) initiates, negotiates or enters into or participates in negotiations or discussions with any person; or
(b) communicates any intention to do any of these things, in relation to, or which may reasonably be expected to lead to:
(c) a Competing Proposal, even if that person's Competing Proposal was not directly or indirectly solicited, encouraged or initiated by Papillon or any of its Representatives or the person has publicly announced the Competing Proposal; or
(d) the Transaction not completing.
No-talk. Subject to clause 7.6, during the Exclusivity Period, APD must not, and must ensure that its Representatives do not:
(a) participate in any discussions or negotiations, or enter into any agreement, arrangement or understanding, in relation to, or which may reasonably be expected to lead to, a Competing Proposal, even if:
(i) the Competing Proposal was not directly or indirectly solicited, invited, encouraged or initiated by APD or any of its Representatives; or
(ii) the Competing Proposal has been publicly announced; or
(b) communicate to any person any intention to do any of the things referred to in clause 7.3(a).
No-talk. Subject to clause 9.7 (in respect of BTH only), during the Exclusivity Period, each party must not, and must ensure that its Related Bodies Corporate and their respective Authorised Persons do not, directly or indirectly: Xxxxxxx + Xxxxx page | 47
(a) facilitate, continue, negotiate, accept or enter into, or offer to facilitate, continue, negotiate, accept or enter into, or participate in, or offer to participate in, negotiations or discussions with any person;
(b) negotiate, accept or enter into any agreement, arrangement or understanding;
(c) communicate 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 Proposal.
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.
No-talk. Subject to clause 6.6, during the Exclusivity Period, Vault must not, and must procure that its Representatives do not, directly or indirectly:
(a) enter into, continue or participate in any discussions or negotiations with respect to any inquiry, expression of interest, offer, proposal or discussion by any person to make, or which may reasonably be expected to lead to, a Competing Proposal or participate in or continue any negotiations or discussions with respect to any actual, proposed or potential Competing Proposal;
(b) negotiate, accept or enter into, or offer or agree to negotiate, accept or enter into, any agreement, arrangement or understanding in relation to (or which may reasonably be expected to lead to) a Competing Proposal; or
(c) communicate to any person any intention to do any of the things referred to in clause 6.3(a) or 6.3(b).
No-talk. During the Exclusivity Period, Alumina must not, and must ensure that its Representatives do not, directly or indirectly:
(a) negotiate or enter into or participate in or continue any negotiations or discussions with any other person regarding an actual, proposed or potential Competing Proposal or any agreement, understanding or arrangement that may be reasonably expected to encourage or lead to a Competing Proposal, even if that person’s Competing Proposal was not directly or indirectly solicited, invited, encouraged or initiated by Alumina or any of its Representatives or the person has publicly announced the Competing Proposal; or
(b) communicate to any person any intention to do any of the things referred to in clause 3.3(a).
No-talk. During the Exclusivity Period, but subject to clause 10.7, CGA must ensure that none of it, its Subsidiaries, and use its reasonable commercial endeavours to ensure that none of the Significant Interest Companies, or any of its or their Representatives directly or indirectly:
(a) initiates, negotiates or enters into or participates in negotiations or discussions with any person; or
(b) communicates any intention to do any of these things, in relation to, or which may reasonably be expected to lead to:
(c) a Competing Proposal, even if that person's Competing Proposal was not directly or indirectly solicited, encouraged or initiated by CGA or any of its Representatives or the person has publicly announced the Competing Proposal; or
(d) the Transaction not completing.
