In connection with acquisitions and takeovers, and broadly M&As, under a no-talk clause, a target agrees to not engage with any potential counter bidder for a preset period of time (known as the exclusivity period– i.e., the period intended to protect the buyer who is seeking to purchase a target company from its owners). During the exclusivity period, a target firm must not, and must ensure that none of its representatives or agents, (whether directly or indirectly) enter into, continue or take part in negotiations or discussions with any third party in relation to, or that may reasonably be expected to lead to, a counter proposal, even if such a proposal was not directly or indirectly solicited, invited, encouraged or initiated by the target firm or it has been announced to the public.

The restriction also applies to any agreement or understanding that may be established or entered into with such a third party before the end of the restrictive period.

It is also known as a no-talk restriction (no-talk provision).