Common use of Limitation to no talk and no due diligence Clause in Contracts

Limitation to no talk and no due diligence. Target, its Related Bodies Corporate and their Representatives may undertake any action that would otherwise be prohibited by clauses 9.3 and 9.5 in relation to an actual, potential or proposed bona fide Competing Proposal which: (a) was not solicited by it and was not otherwise brought about as a result of any breach by it of its obligations under this clause 9; (b) is or is reasonably likely to be a Superior Proposal; and (c) the Target Board, acting in good faith and after having considered written advice from the Target Board’s external legal advisers, determines that not undertaking that act would be likely to involve a breach of the Target directors' fiduciary or statutory duties.

Limitation to no talk and no due diligence. Target, its Related Bodies Corporate and their Representatives may undertake any action that would otherwise be prohibited by clauses clause 9.3 and 9.5 in relation to an actual, potential or proposed a bona fide written Competing Proposal which: (a) : was not solicited by it and was not any one or more of them, or otherwise brought about about, as a result of any breach by it of its obligations under this clause 9; (b) ; is or is reasonably likely to be a Superior ProposalProposal (provided the procedure in clause 9.6 has been followed); and (c) and the Target Board, acting in good faith and after having considered written advice from the Target Board’s external legal advisers, determines that not undertaking that act would be likely to involve a breach of the Target directors' fiduciary or statutory duties.