Exclusivity
M&A / Merger ModelA period in which the seller agrees to negotiate with one bidder only, trading competitive tension for speed and certainty.
Granting exclusivity ends the auction. The seller commits to deal with a single party for a defined window, usually four to eight weeks, while that bidder completes confirmatory diligence and negotiates final documents.
It is a genuine trade. The seller gives up its main source of leverage, since the remaining bidders disperse and are hard to reassemble, in exchange for a counterparty willing to spend real money finishing the work.
That is why the risk is a late price chip. Once exclusive, a bidder that finds a problem knows the seller has no immediate alternative, so sellers resist granting it until financing is committed and diligence is nearly complete.
Sellers protect themselves with structure: short windows, milestone conditions, break fees, and sometimes keeping a second bidder warm without formally continuing the process.