A good-faith determination by the target company's board that the competing bid could lead to a superior proposal (often based on advice from a nationally recognized financial advisor). This limitation is sometimes made more restrictive by requiring a determination that the competing bid is a superior proposal or less restrictive by permitting the exception for any competing bid.

A good-faith determination by the target company's board, after receiving advice from counsel, that failure to participate in negotiations with or provide information to the third party would result in a breach of the board's fiduciary duties.

Notice to the buyer of the board's intention to provide information to, or negotiate with, another bidder.

Prompt notice to the buyer of any request for information or receipt of a competing bid (including the identity of the competing bidder and the material terms of the offer or copy of the proposed merger agreement) and updates on the status and details of any requests or negotiations.

A confidentiality agreement with the competing bidder that contains the same terms (or no less restrictive terms) than those contained in the confidentiality agreement with the buyer. This is usually accompanied by a requirement for the target company to provide the buyer with a copy of all information it provides to the competing bidder that was not previously provided to the buyer).