No talk restriction. Subject to clause 14.4 and clause 14.11, during the Exclusivity Period, Pushpay must not, and must procure that none of its Representatives, directly or indirectly:
(a) enter into, permit, continue or participate in negotiations or discussions with any Third Party in relation to a Competing Proposal, or for the purpose of or that may reasonably be expected to encourage or lead to a Competing Proposal; or
(b) assist, encourage, procure or induce any person to do any of the things referred to in clause 14.2(a) on its behalf, even if the Competing Proposal was not directly or indirectly solicited, invited, encouraged, initiated or otherwise procured by Pushpay or any of its Representatives, was received before the date of this Agreement and/or has been publicly announced.
No talk restriction. Subject to clause 5.6, during the term of this document, Ludowici must ensure that neither it nor any of its Representatives, negotiates or enters into, continues or participates in negotiations or discussions with any other person regarding a Competing Proposal, even if:
(a) that person's Competing Proposal was not directly or indirectly solicited, initiated or encouraged by Ludowici or any of its Representatives; or
(b) that person has publicly announced their Competing Proposal.
No talk restriction. Subject to clause 13.3 and clause 13.13, during the Exclusivity Period, the Company must not, and must procure that each of its Related Companies and their respective Representatives does not, directly or indirectly:
(a) enter into, permit, continue or participate in, negotiations or discussions with any Third Party in relation to a Competing Proposal, or for the purpose of or that may reasonably be expected to encourage or lead to a Competing Proposal; or
(b) assist, encourage, procure or induce any person to do any of the things referred to in clause 13.2(a) on its behalf, even if the Competing Proposal was not directly or indirectly solicited, invited, encouraged or initiated by the Company or any of its Representatives was received before the date of this agreement, and/or has been publicly announced.
No talk restriction. Subject to clause 10.3, during the Exclusivity Period, Target RE must not, and must ensure that each of its advisers do not, directly or indirectly:
(a) 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 discussion 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 regarding an actual, proposed or potential Competing Proposal;
(c) disclose or otherwise provide any material non-public information about the business or affairs of Target to a third party (other than a Government Agency) 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 providing such information for the purposes of the conduct of due diligence investigations in respect of Target); or
(d) communicate to any person an intention to do anything referred to in the preceding paragraphs of this clause, but nothing in this clause 10.2 prevents Target RE from making normal presentations to brokers, portfolio investors and analysts in the ordinary course of business, providing customary reporting to its bankers or promoting the merits of the Scheme.
No talk restriction. Subject to clause 16.5, during the Exclusivity Period, Xplore must not, and must ensure that none of its Related Bodies Corporate nor any of their Authorised Persons, (whether 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 that may reasonably be expected to encourage or lead to, an actual or potential Competing Proposal or any agreement, understanding or arrangement that may be reasonably expected to encourage or lead to a Competing Proposal or which may otherwise lead to the Proposed Transaction not being completed, even if:
(c) the Competing Proposal was not directly or indirectly solicited, invited, encouraged or initiated by Xplore or any of its Related Bodies Corporate; or
(d) that person has publicly announced the Competing Proposal.
No talk restriction. Subject to clause 7.6, during the Exclusivity Period CCV must ensure that neither it nor any of its Representatives directly or indirectly enters into, continues or participates in negotiations or discussions in relation to a Competing Proposal, or which would reasonably be expected to lead to a Competing Proposal, even if:
(a) the Competing Proposal was not directly or indirectly initiated, solicited, facilitated or encouraged by CCV or any of its Representatives; or
(b) that person has publicly announced its Competing Proposal.
No talk restriction. During the Exclusivity Period, Gloucester must not, and must ensure that none of its Representatives or agents, (whether directly or indirectly) enter into, continue or participate in negotiations or discussions with, or enter into any agreement or understanding with, any Third Party in relation to, or that may reasonably be expected to lead to, a Competing Proposal, even if:
(a) the Competing Proposal was not directly or indirectly solicited, invited, encouraged or initiated by Gloucester; or
(b) the Competing Proposal has been publicly announced, unless:
(c) the Gloucester Board, acting in good faith, determines (after having taken written advice from its external financial and legal advisers) that, where there is a Competing Proposal, the Competing Proposal is or may reasonably be expected to lead to a Superior Proposal having regard to the steps which the Gloucester Board proposes to take; and
(d) the Gloucester Board, acting in good faith, determines (after having taken written advice from its external legal advisers) that failing to respond to that Competing Proposal would be likely to constitute a breach of the Gloucester Board's fiduciary or statutory duties, but only if that Competing Proposal was not directly or indirectly solicited, invited, encouraged or initiated by Gloucester or any of its Representatives in a manner that would breach its obligations under this clause 10.3 or clauses 10.2 or 10.4. ME_97945566_1 (W2003x) 10 Gloucester Exclusivity
No talk restriction. During the Exclusivity Period, Bidder must not, and must ensure that none of its Representatives or agents, (whether directly or indirectly) enter into, continue or participate in negotiations or discussions with, or enter into any agreement or understanding with, any Third Party in relation to, or that may reasonably be expected to lead to, a Competing Proposal, even if:
(a) the Competing Proposal was not directly or indirectly solicited, invited, encouraged or initiated by Bidder; or
(b) the Competing Proposal has been publicly announced, unless:
(c) the Bidder Board, acting in good faith, determines (after having taken written advice from its external financial and legal advisers) that, where there is a Competing Proposal, the Competing Proposal is or may reasonably be expected to lead to a Superior Proposal having regard to the steps which the Bidder Board proposes to take; and
(d) the Bidder Board, acting in good faith, determines (after having taken written advice from its external legal advisers) that failing to respond to that Competing Proposal would be likely to constitute a breach of the Bidder Board's fiduciary or statutory duties, but only if that Competing Proposal was not directly or indirectly solicited, invited, encouraged or initiated by Yanzhou or Bidder or any of their Representatives in a manner that would breach its obligations under this clause 11.4 or clauses 11.3 or 11.5.
No talk restriction. Subject to clause 13.6, during the Exclusivity Period, Target must ensure that neither it nor any of its Representatives, negotiates or enters into, continues or participates in negotiations or discussions with any other person regarding a Competing Proposal, even if:
(a) that person's Competing Proposal was not directly or indirectly solicited, initiated or encouraged by Target or any of its Representatives; or
(b) that person has publicly announced their Competing Proposal.
No talk restriction. Subject to clause 13.3 and clause 13.11, during the Exclusivity Period, the Company must not, and must procure that none of its Representatives, directly or indirectly:
(a) enter into, permit, continue or participate in, negotiations or discussions with any Third Party in relation to a Competing Proposal or for the purpose of or that may reasonably be expected to encourage or lead to a Competing Proposal; or
(b) assist, encourage, procure or induce any person to do any of the things referred to in clause 13.2(a) on its behalf; or
(c) communicate to any person an intention to do any of the things referred to in clause 13.2(a), even if the Competing Proposal was not directly or indirectly solicited, invited, encouraged or initiated by the Company or any of its Representatives, was received before the date of this agreement and/or has been publicly announced.
