No-shop vs go-shop
Negotiated deal-protection terms: a no-shop restricts specified solicitation or discussions with competing buyers, while a go-shop permits specified market testing during an agreed window. Exceptions and obligations depend on the signed agreement.
No-shop vs go-shop in practice
Hypothetical: a seller signs a binding agreement on day 0 with a 30-day go-shop window. The seller may seek alternatives as permitted during that window; after day 30, the agreed no-shop restrictions and exceptions apply. Closing occurs only when the agreement’s conditions are satisfied, not automatically when the window ends.
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| Stage | Contractual position |
|---|---|
| Day 0 | Binding agreement signed |
| Days 0–30 | Agreed go-shop window |
| After day 30 | Agreed no-shop restrictions and exceptions |
| Possible closing | When required conditions are met |
Terms Related to No-shop vs go-shop
Break-up fee · Letter of intent (LOI) · Proprietary vs auctioned deal flow · SPA / definitive agreement · All of the glossary