A "Lock-Up" refers to the exclusivity period between the Effective Date of the LOI and the projected Closing Date. Parties may wish to include this if one or both parties would like to ensure: (a) that the Shares or Assets not be offered to a third party during the course of the negotiations, or for an agreed upon time period; or (b) that the Purchaser not go elsewhere to purchase the Shares or Assets in question. Lock-Up or exclusivity terms may also include a right of first refusal in favour of the Purchaser whereby upon receipt of an offer by a third party, the Vendor must offer the Shares or Assets to the Purchaser on the terms of the third party offer. If Lock-Up or exclusivity is contemplated, the Lock-Up Period is typically a reasonable period agreed to between the parties. Parties may also wish to include a condition that in case good faith negotiations are ongoing beyond the Lock-Up Period, the parties may extend the Lock-Up Period, if necessary.