Common use of Superior Proposals Clause in Contracts

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3(c), from the No-Shop Period Start Date until the Company’s receipt of the Company Stockholder Approval, the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each case, if requested by such Person), in each case (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(b) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal and (2) the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided, however, that (A) the Company shall provide to Parent and its Representatives any non-public information that is provided to any Person or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives.

Superior Proposals. (a) Notwithstanding anything to the contrary set forth in this Section 5.3(c)Agreement, from prior to the No-Shop Period Start Date until the Company’s receipt of the Company Stockholder ApprovalEffective Time, the Company and its Subsidiaries and the Company Board (or a committee thereof) Parent may, directly to the extent the Special Committee or indirectlythe Board of Directors of Parent by a majority disinterested vote determines, through one or more of their Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y))good faith exercise of its fiduciary duties, and (ii) that it would be in the best interests of Parent or its shareholders to do so, participate or engage in discussions discussion or negotiations with, and furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or and afford access to the properties, books, records, officers, employees and representatives of Parent to any personnelPerson, entity or group after such Person, entity or group has delivered to Parent in writing, a proposal to acquire all or a portion of Parent or Parent's assets or business, which the Company Special Committee or the Board of Directors of Parent by a majority disinterested vote determines, in its good faith reasonable judgment, if consummated would be more favorable to Parent or its Subsidiaries pursuant to an Acceptable Confidentiality shareholders than the transactions contemplated by this Agreement to any Person or its Representatives that has made or delivered to (a "Superior Proposal"). In the Company an Acquisition ----------------- event Parent receives a Superior Proposal, nothing contained in this Agreement will prevent the Special Committee from recommending and otherwise facilitate the Board of Directors of Parent from executing or entering into an agreement relating to such Acquisition Superior Proposal or assist and recommending such Person (and Superior Proposal to its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each caseshareholders, if requested the Special Committee or the Board of Directors of Parent by such Person), in each case (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(b) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has determined majority disinterested vote determines in good faith that it is appropriate to do so; in such case, the Special Committee and the Board of Directors of Parent may withdraw, modify or refrain from making its recommendation of the Merger, and, to the extent it does so, Parent may refrain from calling, providing notice of and holding the Parent Shareholders Meeting to adopt this Agreement and from soliciting proxies or consents to secure the vote or written consent of its shareholders to adopt this Agreement and may terminate this Agreement; provided however that Parent shall (after consultation with its financial advisor i) promptly (and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal and (2) the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided, however, that (A) the Company shall provide to Parent and its Representatives any non-public information that is provided to any Person or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently (but in no event later than twenty-four (2424 hours after receipt thereof) hours after) the time it is provided to such Person; (B) notify the Company that the Special Committee or Parent's Board of Directors, as applicable, has received a Superior Proposal, specifying the material terms and its Subsidiaries conditions of such Superior Proposal and identifying the Person making such Superior Proposal and (ii) terminate this Agreement by written notice to the Company provided no sooner than 48 hours after the Company's receipt of a copy of such Superior Proposal (or a description of the material terms and conditions thereof). Nothing contained in this Section 6.12 ------------ (a) shall not payprevent the Special Committee or the Board of Directors of Parent from --- taking and disclosing to Parent's shareholders a position as required by Rules 14d-9 and 14e-2 promulgated under the Exchange Act with regard to any tender or exchange offer, agree provided that such disclosure states that no action will be taken by the Special Committee or the Board of Directors of the Company in violation of this Section 6.12. Notwithstanding anything to pay or cause the contrary in this ------------ Agreement, prior to be paid or reimbursethe Effective Time, agree to reimburse or cause to be reimbursedParent may, the expenses of any such Person in connection with a possible Superior Proposal, refer any Acquisition Proposals third party to this Section 6.12 and make ------------ a copy of this Section 6.12 available to a third party. ------------ (b) In the event that the Merger is not consummated by virtue of the termination of this Agreement pursuant to Section 6.12(a)(iii) or any InquiriesSection 8.1(c) -------------------- -------------- hereof, discussions or requests Parent shall (i) pay to the Company $7,500,000 and (ii) pay all transaction costs and expenses (including legal, accounting and other professional fees and expenses and other fees described in Section 4.19 hereof), ------------ incurred by the Company in connection with respect to or the making any proposal or offer that constitutes or would reasonably negotiation, execution, and performance of this Agreement and the consummation of the transactions contemplated hereby. Such payment shall be expected to lead by wire transfer of immediately available funds to an Acquisition account designated by the Company promptly after the Board of Directors of Parent has determined to recommend the Superior Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3(c)5.3, from the No-Shop Period Start Date until the Company’s receipt of the Company Requisite Stockholder Approval, the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one (1) or more of their Representatives, respective Representatives (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without including the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)Advisor), and (ii) participate or engage in discussions or negotiations with, furnish any information (including non-public information and data) relating to the Company or its Subsidiaries Group to, or afford access to the business, properties, assets, books, records or other information (including non-public informationinformation and data), or to any personnel, of the Company or its Subsidiaries Group pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an a bona fide Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each case, if requested by such Person), in each case (x) case, with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(b) ); provided, that, the Company and its Representatives may contact any Third Person with respect to an Acquisition Proposal to clarify any ambiguous terms and conditions thereof which are necessary to determine whether the Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal (y) only without the Company Board being required to make the determination in the following proviso), it being agreed that if the Company Board receives any clarifications from such Third Person, the Proposal Notice Period will not be deemed commenced until such clarifications are provided to Parent; provided, however, that, except as permitted by the immediately preceding proviso, the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Boardthereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1i) such Acquisition Proposal either constitutes a Superior Proposal or would is reasonably likely to lead to a Superior Proposal and (2ii) the failure to enter into discussions regarding such Acquisition Proposal take the actions contemplated by this Section 5.3(c) would be reasonably likely to be inconsistent with its fiduciary duties under pursuant to applicable Law; provided, further, however, that (A) the Company shall will provide to Parent and its Representatives any non-public information that is provided to any Person or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently (but in no event later than twentyforty-four eight (2448) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3(c)5.5, from the No-Shop Period Start Date date of this Agreement until the CompanyMeridian’s receipt of the Company Stockholder Meridian Shareholder Approval, if the Company Seller Parties receive from any Person a bona fide, written and unsolicited Acquisition Proposal not resulting from a breach of Section 5.5 of this Agreement or any prior similar agreement with the Buyer or its Subsidiaries and affiliates, the Company Meridian Board (or a committee thereof) may, directly or indirectly, indirectly through one or more of their its Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company Seller Parties or its any of their Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company Seller Parties or its any of their Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any such Person or its Representatives that has made or delivered to the Company an Acquisition Proposal, if and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each case, if requested by such Person), in each case (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(b) and (y) only if (i) the Company Meridian Board (or a duly authorized committee thereof acting with the full force and authority of the Company Boardthereof) has determined in good faith (after consultation with its financial advisor and outside legal counselcounsel and financial advisor) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would is reasonably likely to lead to a Superior Proposal and Proposal, (2ii) the Meridian Board (or a committee thereof) has determined in good faith (after consultation with its outside legal counsel) that the failure to enter into discussions regarding such Acquisition Proposal take the actions contemplated by this Section 5.5(b) would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; providedand (iii) the Seller Parties have given the Buyer written notice of the identity of such Person, howevera copy of an Acceptable Confidentiality Agreement entered into with such Person, a copy of any written materials reflecting the terms of the Acquisition Proposal, a summary of the material terms of such Acquisition Proposal to the extent not reflected in such written materials, and notice of the Seller Parties’ intention to participate or engage in discussions or negotiations with, or furnish non-public information to, such Person; and provided further, that the Seller Parties will promptly (Aand in any event within one Business Day) make available to the Company shall provide to Parent and its Representatives Buyer any non-public information concerning the Seller Parties and their Subsidiaries that is provided to any such Person or its Representatives given such access that was not previously made available to Parent the Buyer. Notwithstanding anything to the contrary set forth in this Section 5.5 or elsewhere in this Agreement, prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; (B) Closing, neither the Company and its Seller Parties nor any of their Subsidiaries shall not payterminate, agree to pay amend, modify or cause to be paid waive any rights under, or reimburserelease any Person (other than the Buyer) from, agree to reimburse any “standstill” or cause to be reimbursed, other similar agreement between the expenses of any such Person in connection with any Acquisition Proposals Seller or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or dataSubsidiaries, on the same basis made available one hand, and such Person, on the other, unless the Meridian Board (or a committee thereof) determines in good faith (after consultation with its outside legal counsel) that the failure to Parent or take such action would be inconsistent with its Representativesfiduciary duties under applicable Law.

Superior Proposals. Notwithstanding anything ‎Section 5.02(e) or any other provision of this Agreement to the contrary set forth in this Section 5.3(c)contrary, from the No-Shop Period Start Date until the Company’s receipt of prior to obtaining the Company Stockholder Approval, but not after, the Board of Directors of the Company and its Subsidiaries and the Company Board (or a any duly authorized committee thereof) thereof may, directly or indirectly, through one or more in response to a bona fide written Takeover Proposal that did not result from a material breach of their Representatives‎Section 5.02, (i) contact any Third Party make an Adverse Recommendation Change or (ii) cause the Company to terminate this Agreement in writing (accordance with ‎Section 7.01(d)(ii) to enter into a request that any response from such Third Party is in writing) Company Acquisition Agreement with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an Acquisition Takeover Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each case, if requested by such Person)and only if, in each case (xA) with respect to an Acquisition Proposal that was not the result Board of any material breach Directors of Section 5.3(b) and (y) only if the Company Board (or a any duly authorized committee thereof acting with the full force and authority of the Company Board) has determined in good faith (faith, after consultation with its financial advisor advisors and outside legal counsel) , that (1) such Acquisition Takeover Proposal either constitutes a Superior Proposal or would reasonably likely lead to is a Superior Proposal and (2) the failure to enter into discussions regarding take such Acquisition Proposal action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided, however, that Law and (AB)(1) the Company has given Parent at least four (4) Business Days’ prior written notice (the “Superior Proposal Notice Period”) of its intention to take any such actions (which notice shall provide not, in and of itself, constitute an Adverse Recommendation Change), and which notice shall (x) specify the basis on which the Board of Directors of the Company or any duly authorized committee thereof intends to effect such Adverse Recommendation Change or proposed termination and (y) include the terms and conditions of such Takeover Proposal (including the consideration offered therein and the identity of the Person or group of Persons making the Takeover Proposal) and an unredacted copy of any written materials received from or on behalf of the Person or Persons making such Takeover Proposal (including a copy of any proposed Company Acquisition Agreements, proposed or committed financing documentation and any other related documents or written materials), (2) the Company has negotiated with, and has caused its Representatives to negotiate with, Parent in good faith during the Superior Proposal Notice Period, to the extent Parent wishes to negotiate, in order to enable Parent to revise the terms of this Agreement so that such Takeover Proposal would cease to constitute a Superior Proposal and (3) at the end of the applicable Superior Proposal Notice Period, and after considering the results of such negotiations and giving effect to any proposals, amendment or modifications made or agreed to by Parent, if any, the Board of Directors of the Company or any duly authorized committee thereof (after consultation with its financial advisors and outside legal counsel) has determined that such Takeover Proposal continues to constitute a Superior Proposal and that the failure of the Board of Directors of the Company or any duly authorized committee thereof to take such actions would be inconsistent with its fiduciary duties under applicable Law (it being understood and agreed that any change, modification or amendment to the financial or other material terms of a Takeover Proposal that was previously the subject of a notice hereunder shall require a new notice to Parent and its Representatives any non-public information that is as provided above, but, with respect to any Person or its Representatives given such access subsequent notices, the Superior Proposal Notice Period shall be deemed to be three (3) Business Days rather than four (4) Business Days; provided that was not previously made available to Parent prior to or substantially concurrently (but such new notice shall in no event later than twenty-shorten the original four (244) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its RepresentativesBusiness Day notice period).

Superior Proposals. Notwithstanding anything to (a) Bema or the contrary set forth in this Section 5.3(cdirectors thereof may take any action that is prohibited by subsections 7.1(a) (iii), from the No-Shop Period Start Date until the Company’s receipt (iv), (v) or (vi) in respect of the Company Stockholder Approval, the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, any Acquisition Proposal only if: (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and Proposal; (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (is in writing and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) Kinross has been provided with such Acquisition Proposal (in each case, if requested by such Person), in each case (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(b) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority copy of the Company Boarddocument containing such Superior Proposal; (iii) five Business Days have elapsed from the date on which Kinross received written notice of the determination of Bema or the directors thereof to accept, approve or recommend or to enter into an agreement in respect of such Superior Proposal; (iv) in the event that Kinross has determined in good faith proposed to amend this Agreement during the five Business Day period referred to above, the Bema board of directors (after consultation with receiving advice from its financial advisor advisors and outside legal counsel) shall have determined in good faith that (1) such the Acquisition Proposal either constitutes continues to constitute a Superior Proposal or would reasonably likely lead to a Superior Proposal and after taking into account such amendments; (2v) Bema’s board of directors, after consultation with outside legal counsel, determines in good faith that the failure to enter into discussions regarding take such Acquisition Proposal action would be reasonably likely to be inconsistent with its fiduciary duties under all applicable LawLaws; providedand (vi) Bema has terminated this Agreement pursuant to subsection 8.1(a) hereof and Bema has made the payment contemplated by, howeverand in accordance with, subsection 7.3(a) hereof. (b) Bema acknowledges that (A) the Company shall provide to Parent and its Representatives any non-public information that is provided each successive modification to any Person or its Representatives given such access that was not previously made available Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the requirement under subsection 7.2(a)(iii) hereof and shall initiate a new five Business Day period. (c) If the Bema Proxy Circular has been sent to Parent Bema Shareholders prior to the expiry of the five Business Day period set forth in subsection 7.2(a)(iii) and, during such period, Kinross requests in writing that the Bema Meeting proceed, unless otherwise ordered by the Court, Bema may continue to take all reasonable steps necessary to hold the Bema Meeting and to cause the Arrangement to be voted on at the Bema Meeting, or substantially concurrently postpone or adjourn the Bema Meeting at the Bema Meeting (but in no event not beforehand without Kinross’ consent) to a date acceptable to Bema, acting reasonably, which shall not be later than twenty-four twenty days after the scheduled date of the Bema Meeting and shall, in the event that Kinross and Bema amend the terms of this Agreement pursuant to subsection 7.2(a)(iv), ensure that the details of such amended Agreement are communicated to the Bema Shareholders prior to the resumption of the adjourned Bema Meeting. (24d) hours afterWhere at any time before the Bema Meeting, Bema has provided Kinross with a notice under subsection 7.2(a)(ii), an Acquisition Proposal has been publicly disclosed or announced, and the five Business Day period under subsection 7.2(a)(iii) has not elapsed, then, subject to applicable Laws, at Kinross’ request, Bema will postpone or adjourn the time it is provided Bema Meeting at the Bema Meeting (but not beforehand without Kinross’ consent) to such Person; (B) the Company and its Subsidiaries a date acceptable to Kinross, acting reasonably, which shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, later than twenty days after the expenses scheduled date of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition ProposalBema Meeting and shall, in each casethe event that Kinross and Bema amend the terms of this Agreement pursuant to subsection 7.2(a)(iv), without ensure that the details of such amended Agreement are communicated to the Bema Shareholders prior written consent to the resumption of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representativesadjourned Bema Meeting.

Superior Proposals. Notwithstanding anything (a) Prior to the contrary set forth in this Section 5.3(c)Effective Date, from the No-Shop Period Start Date until the Company’s receipt of the Company Stockholder Approval, the Company NAN and its Subsidiaries and the Company Board (officers, directors, employees, advisors or a committee thereof) mayother representatives or agents may enter into, directly or indirectlyparticipate in, through one or more of their Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and (ii) participate or engage in discussions or negotiations withwith a person who seeks to initiate such discussions or negotiations and, furnish any non-public information relating subject to the Company or its Subsidiaries to, or afford access entering into by such person of a confidentiality agreement on terms no less favourable to NXX and no more favourable to the other person than the Confidentiality Agreement, may furnish to such person information concerning it and its business, properties, properties and assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each case, if requested by such Person), in each case if, and only to the extent that: (xi) with respect to an such person has first made a bona fide Acquisition Proposal in writing that was not the result solicited by NAN or its representatives in violation of Section 6.2 in any material breach respect, which the NAN Board determines in good faith, after consultation with its financial advisors and legal counsel, would, if consummated in accordance with its terms, be reasonably likely to result in a Superior Proposal; (ii) the NAN Board, after receiving the advice of Section 5.3(b) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) outside legal counsel, has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal and (2) the failure to enter into discussions regarding take such Acquisition Proposal action would be reasonably likely to be inconsistent with its fiduciary duties under applicable Lawduties; provided, however, that and (Aiii) the Company shall provide to Parent and its Representatives any non-public information that is it has provided to any Person or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) PNR the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause information required to be paid provided under Section 8.1(b) in respect of such Acquisition Proposal and has promptly notified PNR in writing of the determinations in Sections 8.1(a)(i) and 8.1(a)(ii) above. (b) NAN shall promptly (and, in any event, within two calendar days) notify PNR, at first verbally and then in writing, of any Acquisition Proposal received after the date hereof, or reimburse, agree to reimburse or cause to be reimbursed, the expenses any confidentiality agreement entered into in respect of any such Person in connection with Acquisition Proposal and any Acquisition Proposals enquiry or any Inquiries, discussions or requests with respect to or contact received after the making any proposal or offer date hereof that constitutes or would could reasonably be expected to lead to an Acquisition Proposal, or any request for non-public information relating to it received after the date hereof or for access to its properties, books or records by any person that informs NAN that such person is considering making, or has made, an Acquisition Proposal after the date hereof; which notice will include any known terms and conditions of such Acquisition Proposal (including any form of agreement proposed to be entered into) and shall indicate such details, to the extent known, of the Acquisition Proposal, enquiry or contact as PNR may reasonably request, including the identity of the person making such proposal, enquiry or contact. NAN shall keep PNR informed of the status, including any change to the material terms, of any such Acquisition Proposal or enquiry. In addition, NAN shall provide PNR with a list of, or copies of, the information provided to any person in each caserespect of which a confidentiality agreement is entered into in respect of any Acquisition Proposal pursuant to Section 8.1(a), without and shall provide PNR with a copy of the prior written consent of Parent; confidentiality agreement entered into in accordance with Section 8.1(a) and (C) with access to any competitively sensitive information or data provided to any such Person person which has not already been provided to PNR. (c) In the event that NXX is in receipt of a Superior Proposal, it shall give PNR, verbally and in writing, at least five Business Days advance notice of any decision by the NAN Board to accept, recommend, approve or group enter into an agreement to implement a Superior Proposal, which notice shall confirm that the NAN Board has determined that such Acquisition Proposal constitutes a Superior Proposal, shall identify the person making the Superior Proposal and shall provide a true and complete copy thereof and any amendments thereto. During such five Business Day period, NXX agrees not to accept, approve or their Representatives enter into any agreement to implement such Superior Proposal and shall not modify or change its recommendation in respect of the Amalgamation. In addition, during such five Business Day period, NAN shall, and shall cause its financial and legal advisors to, negotiate in good faith with PNR and its financial and legal advisors to make such adjustments in the terms and conditions of this Agreement as would enable NAN to proceed with the Amalgamation as amended rather than the Superior Proposal. In the event that PNR proposes to amend this Agreement to provide that the NAN Shareholders shall receive a value per share equal to, or having a value greater than, the value per share provided in the Superior Proposal and so advises the NAN Board prior to the expiry of such five Business Day period, the NAN Board shall not accept, recommend, approve or enter into any agreement to implement such Superior Proposal and shall not release the party making the Superior Proposal from any standstill provisions and shall not withdraw, modify or change its recommendation in respect of the Amalgamation. If the NAN Board continues to believe that such Superior Proposal remains a Superior Proposal and therefore rejects PNR's amended proposal, NAN may terminate this Agreement, provided however, that NAN must pay to PNR the Non-Completion Fee in accordance with Section 5.1(f) and Section 8.2. (d) NAN also acknowledges and agrees that each successive modification of any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the requirement under Subsection 8.1(c) to initiate an additional five Business Day notice period. (e) PNR agrees that all information that may be provided to it by NXX with respect to any Acquisition Proposal pursuant to this Section 8.1 shall be provided treated as if it were "Confidential Information" as that term is defined in the Confidentiality Agreement and shall not be disclosed or used except in accordance with the provisions of the Confidentiality Agreement or in order to enforce its rights under this Agreement in legal proceedings. (f) If required by PNR, NAN shall, subsequent to the five Business Day notice period contemplated by Section 8.1(c), reaffirm its recommendation of the Amalgamation by news release promptly, and in any event, within two Business Days of being requested to do so by PNR, in the event that: (i) any Acquisition Proposal which is publicly announced is determined not to be a Superior Proposal; or (ii) the Parties have entered into an amended agreement pursuant to Section 8.1(c) which results in any publicly announced Acquisition Proposal not being a Superior Proposal. (g) NAN shall ensure that its officers and directors and any brokers, investment bankers, advisors, agents or other representatives retained by it are aware of the provisions of this Section 8.1. NXX shall be responsible for any breach of this Section 8.1 by its officers, directors, brokers, investment bankers, advisors, agents or representatives. (h) For greater certainty, nothing in this Agreement shall prohibit the NAN Board from: (i) making any disclosure of an Acquisition Proposal to the NAN Shareholders prior to the Effective Time if, in the good faith judgment of the NAN Board after receiving the advice of outside legal counsel, such disclosure is necessary for the NAN Board to act in a separate “clean data room” manner consistent with its fiduciary duties or is otherwise required under applicable law; (ii) taking any other action with regard to an Acquisition Proposal to the extent ordered or otherwise mandated by any court of competent jurisdiction; and (iii) responding to a bona fide request for information that could reasonably be expected to lead to an Acquisition Proposal solely by advising that no information can be provided unless a bona fide written Acquisition Proposal is made and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representativesthen only in compliance with Section 8.1(a).

Superior Proposals. Notwithstanding anything At any time prior to the contrary consummation of the Offer subject to the Company’s compliance with the provisions of the next paragraph, (A) the Company Board may make a Change in Recommendation or (B) the Company may terminate the Merger Agreement in accordance with the applicable provision thereof in order to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal, if, in response to a bona fide written Acquisition Proposal made after the date of the Merger Agreement and not withdrawn that did not result from a breach of the non-solicitation or unsolicited proposal provisions of the Merger Acquisition, the Company Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that (i) such Acquisition Proposal constitutes a Superior Proposal and (ii) the failure to take the action set forth in this Section 5.3(cclause (A) or (B), from as applicable, would reasonably be expected to be inconsistent with its fiduciary obligations under applicable law. The Company will not be entitled to make such a Change in Recommendation or terminate the No-Shop Period Start Date until Merger Agreement in connection with a Superior Proposal as described in the Company’s receipt immediately preceding paragraph unless: • the Company has provided Parent four (4) business days’ prior written notice (which we refer to as the “Superior Proposal Notice”), advising Parent that the Company intends to take such action (and specifying, in reasonable detail, the reasons for such action and the material terms and conditions of any such Superior Proposal), and providing Parent with a copy of the Company Stockholder ApprovalAlternative Acquisition Agreement (and any other documents containing the terms of the Superior Proposal) in the form to be entered into; • during such four (4) business day period, if requested by Parent in good faith, the Company and its Subsidiaries representatives have engaged in good faith negotiations with Parent regarding changes to the terms of the Merger Agreement and any other proposals made by Parent intended by Parent to cause such Acquisition Proposal to no longer constitute a Superior Proposal; and • the Company Board has considered in good faith any and all adjustments to the Merger Agreement (or including a committee change to the price terms thereof) may, directly or indirectly, through one or more of their Representatives, (i) contact and any Third Party other agreements that proposed in writing by Parent no later than 11:59 p.m., New York City time, on the fourth (with a request that any response from 4th) business day of such Third Party is in writingfour (4) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms business day period and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each case, if requested by such Person), in each case (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(b) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has determined in good faith (after consultation with its financial advisor and outside legal counselcounsel and financial advisors) that (1) such the Acquisition Proposal either constitutes would continue to constitute a Superior Proposal or would reasonably likely lead if such proposed changed terms were to a Superior Proposal be given effect, and (2) that the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided, however, that (A) make the Company shall provide to Parent and its Representatives any non-public information that is provided to any Person Change in Recommendation or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) terminate the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or Merger Agreement would reasonably be expected to lead be inconsistent with the Company Board’s fiduciary obligations under applicable law. Any material revisions to the terms of a Superior Proposal or material revisions to an Acquisition Proposal that the Company Board had determined no longer constitutes a Superior Proposal, will constitute a new Acquisition Proposal and will in each case, without case require the prior written consent of Parent; and (C) any competitively sensitive information or data provided Company to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available deliver to Parent or its Representativesa new Superior Proposal Notice, except that the references to four (4) business days will be deemed to be three (3) business days.

Superior Proposals. Notwithstanding anything to the contrary set forth Neither IAMGOLD nor its directors shall, in this Section 5.3(c)respect of any Acquisition Proposal, from the No-Shop Period Start Date until the Company’s receipt accept, approve or recommend or enter into any agreement in respect of the Company Stockholder Approval, the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof unless: (a) the directors of IAMGOLD have determined in good faith that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal; (b) Gold Fields has been provided with a copy of the document containing such Superior Proposal (without with such deletions as are necessary to protect any confidential portions of such document, provided that the Company Board (or a duly authorized committee thereof acting with material terms and conditions of, and the full force and authority identity of the Company Boardperson making, such Superior Proposal may not be deleted); (c) being required to make five business days have elapsed from the later of the date on which Gold Fields received notice of the determination of IAMGOLD to accept, approve or recommend or to enter into an agreement in respect of such Superior Proposal and the following clause (ii)(y))date Gold Fields received a copy of the Superior Proposal, and (iiA) participate or engage Gold Fields has not, within such five business day period, made an offer in discussions or negotiations with, furnish any non-public information relating writing to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality amend this Agreement to any Person at least match the Superior Proposal (a "Matching Offer") or its Representatives that (B) Gold Fields has made or delivered to a Matching Offer and the Company an Acquisition Proposal, and otherwise facilitate directors of IAMGOLD determine (which determination need not be made within such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representativesfive day period) with such Acquisition Proposal (in each case, if requested by such Person), in each case (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(b) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has determined in good faith (faith, after consultation with and receiving advice from, as appropriate, their respective financial, legal and other advisors, that such Matching Offer would not, if consummated in accordance with its terms, result in a transaction: (i) which is equivalent or superior, from a financial point of view, to IAMGOLD to the Superior Proposal (and IAMGOLD shall have received a written opinion from its financial advisor and outside legal counseladvisers substantially to such effect); or (ii) that the acceptance of which by IAMGOLD, having regard to all of the then prevailing circumstances, would be more likely to result in the performance by the directors of IAMGOLD of their fiduciary obligations under applicable Laws; (1d) such Acquisition Proposal either constitutes a IAMGOLD terminates this Agreement pursuant to subsection 17(a) if Gold Fields has elected not to match the Superior Proposal or would reasonably likely lead to a Superior Proposal if an offer made by Gold Fields under subsection 15(c) is not accepted by IAMGOLD; and (e) IAMGOLD makes the payment contemplated by, and (2) the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; providedin accordance with, however, that (A) the Company shall provide to Parent and its Representatives any non-public information that is provided to any Person or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representativessection 16.

Superior Proposals. Notwithstanding anything to (a) Bema or the contrary set forth in this Section 5.3(cdirectors thereof may take any action that is prohibited by subparagraphs 14(iii), from the No-Shop Period Start Date until the Company’s receipt (iv), (v) or (vi) in respect of the Company Stockholder Approval, the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, any Acquisition Proposal only if: (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and Proposal; (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (is in writing and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) Kinross has been provided with such Acquisition Proposal (in each case, if requested by such Person), in each case (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(b) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority copy of the Company Boarddocument containing such Superior Proposal; (iii) five business days have elapsed from the date on which Kinross received written notice of the determination of Bema or the directors thereof to accept, approve or recommend or to enter into an agreement in respect of such Superior Proposal; (iv) in the event that Kinross has determined in good faith proposed to amend this Agreement during the five business day period referred to above, the Bema board of directors (after consultation with receiving advice from its financial advisor advisors and outside legal counsel) shall have determined in good faith that (1) such the Acquisition Proposal either constitutes continues to constitute a Superior Proposal or would reasonably likely lead to a Superior Proposal and after taking into account such amendments; (2v) Bema's board of directors, after consultation with outside legal counsel, determines in good faith that the failure to enter into discussions regarding take such Acquisition Proposal action would be reasonably likely to be inconsistent with its fiduciary duties under all applicable LawLaws; providedand (vi) Bema has terminated this Agreement pursuant to paragraph 17 hereof and Bema has made the payment contemplated by, howeverand in accordance with, paragraph 16 hereof. (b) Bema acknowledges that (A) the Company shall provide to Parent and its Representatives any non-public information that is provided each successive modification to any Person or its Representatives given such access that was not previously made available Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of the requirement under subparagraph 15(a)(iii) hereof and shall initiate a new ten-business day period. (c) If the Bema Proxy Circular has been sent to Parent Bema Shareholders prior to the expiry of the five-business day period set forth in subparagraph 15(a)(iii) and, during such period, Kinross requests in writing that the Bema Meeting proceed, unless otherwise ordered by the Court, Bema may continue to take all reasonable steps necessary to hold the Bema Meeting and to cause the transactions contemplated herein to be voted on at the Bema Meeting, or substantially concurrently postpone or adjourn the Bema Meeting at the Bema Meeting (but in no event not beforehand without Kinross' consent) to a date acceptable to Bema, acting reasonably, which shall not be later than twenty-four twenty days after the scheduled date of the Bema Meeting and shall, in the event that Kinross and Bema amend the terms of this Agreement pursuant to subparagraph 15(a)(iii), ensure that the details of such amended Agreement are communicated to the Bema Shareholders prior to the resumption of the adjourned Bema Meeting. (24d) hours afterWhere at any time before the Bema Meeting, Bema has provided Kinross with a notice under subparagraph 15(a), an Acquisition Proposal has been publicly disclosed or announced, and the five business day period under subparagraph 15(a)(iii) has not elapsed, then, subject to applicable Laws, at Kinross' request, Bema will postpone or adjourn the time it is provided Bema Meeting at the Bema Meeting (but not beforehand without Kinross' consent) to such Person; (B) the Company and its Subsidiaries a date acceptable to Kinross, acting reasonably, which shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, later than twenty days after the expenses scheduled date of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition ProposalBema Meeting and shall, in each casethe event that Kinross and Bema amend the terms of this Agreement pursuant to subparagraph 15(a)(iii), without ensure that the details of such amended Agreement are communicated to the Bema Shareholders prior written consent to the resumption of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representativesadjourned Bema Meeting.

Superior Proposals. Notwithstanding anything to the contrary set forth Neither IAMGOLD nor its directors shall, in this Section 5.3(c)respect of any Acquisition Proposal, from the No-Shop Period Start Date until the Company’s receipt accept, approve or recommend or enter into any agreement in respect of the Company Stockholder Approval, the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof unless: (a) the directors of IAMGOLD have determined in good faith that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board as hereinafter defined); (or b) Gold Fields has been provided with a duly authorized committee thereof acting with the full force and authority copy of the Company Boarddocument containing such Superior Proposal (with such deletions as are necessary to protect any confidential portions of such document, provided that the material terms and conditions of, and the identity of the person making, such Superior Proposal may not be deleted); (c) being required to make five business days have elapsed from the later of the date on which Gold Fields received notice of the determination of IAMGOLD to accept, approve or recommend or to enter into an agreement in respect of such Superior Proposal and the following clause (ii)(y))date Gold Fields received a copy of the Superior Proposal, and (iiA) participate Gold Fields has not, within such five business day period, made an offer in writing to amend this agreement which purports to at least match the Superior Proposal (a “Matching Offer”) or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that (B) Gold Fields has made or delivered to a Matching Offer and the Company an Acquisition Proposal, and otherwise facilitate directors of IAMGOLD determine (which determination need not be made within such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representativesfive day period) with such Acquisition Proposal (in each case, if requested by such Person), in each case (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(b) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has determined in good faith (faith, after consultation with and receiving advice from, as appropriate, their respective financial, legal and other advisors, that such Matching Offer would not, if consummated in accordance with its terms, result in a transaction: (i) which is equivalent or superior, from a financial point of view, to IAMGOLD to the Superior Proposal (and IAMGOLD shall have received a written opinion from its financial advisor and outside legal counseladvisers substantially to such effect); or (ii) that the acceptance of which by XXXXXXX, having regard to all of the then prevailing circumstances, would be most likely to result in the performance by the directors of IAMGOLD of their fiduciary obligations under Legal Requirements; (1d) such Acquisition Proposal either constitutes a if Gold Fields has elected not to match the Superior Proposal or would reasonably likely lead if an offer made by Gold Fields under subparagraph 14(c) hereof is not accepted by IAMGOLD, IAMGOLD terminates this agreement pursuant to a Superior Proposal paragraph 16 hereof; and (e) IAMGOLD makes the payment contemplated by, and (2) the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; providedin accordance with, however, that (A) the Company shall provide to Parent and its Representatives any non-public information that is provided to any Person or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representativesparagraph 15 hereof.

Superior Proposals. Notwithstanding anything The Company Board of Directors shall furnish to Parent all information provided to any third party pursuant to this Section 5.7 to the contrary set forth in this Section 5.3(c)extent that such information has not been previously provided to Parent. Notwithstanding the foregoing, from the No-Shop Period Start Date until the Company’s receipt of the Company Stockholder Approval, the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each case, if requested by such Person), in each case (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(b) and (y) only if the Company Board of Directors receives an Acquisition Proposal which it determines in good faith to be superior to the Merger (after consultation with its financial advisors and legal counsel), taking into account the Person making the Acquisition Proposal and the likelihood and timing of consummation (including financial, legal, regulatory and other aspects of the Acquisition Proposal deemed relevant by the Company Board of Directors in good faith) (such other Acquisition Proposal, a "Superior Proposal"), the Company Board of Directors may withdraw or modify the Company Recommendation, approve or recommend the Superior Proposal, enter into an agreement with respect to such Superior Proposal (either of which shall be deemed, for purposes of Section 7.2 hereof, a duly authorized committee thereof acting with the full force and authority withdrawal of the Company BoardRecommendation) has determined or terminate this Agreement in accordance with Section 7.1(f); provided, that, at least three Business Days prior to taking any such action, the Company gives written notice thereof to Parent, setting forth in reasonable detail, the material terms and conditions of such Superior Proposal, and Parent shall not have, within such three Business Day period, proposed an improved transaction to the Company's Board of Directors which the Company's Board of Directors determines in good faith (after consultation with its financial advisor advisors and outside legal counsel) to be at least as favorable to the Stockholders as the Superior Proposal) (it being understood and agreed that (1) any amendment to the financial terms or any other material term of such Acquisition Proposal either constitutes a Superior Proposal or would shall require new written notice to Parent and an additional two Business Day period to enable Parent to consider proposing an improved transaction). As soon as reasonably likely lead to a Superior Proposal and (2) practicable after the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provideddate hereof, however, that (A) the Company shall provide request that third parties promptly return or destroy all confidential information relating to Parent and its Representatives any non-public information that is provided to any Person or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; (B) the Company and or any of its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided furnished to any such Person third parties by Thomas Wiesel Partners or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to obtained by such information or data, on third parties during the same basis made available to Parent or its Representativesxxxxxxx xxxxblished by Thomas Wiesel Partners.

Superior Proposals. Notwithstanding anything herein to the contrary set forth in this Section 5.3(c)contrary, from the No-Shop Period Start Date until the Company’s receipt of at any time prior to obtaining the Company Stockholder ApprovalRequisite Vote, the Company and Board may in response to its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one or more receipt of their Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each case, if requested by such Person), in each case (x) with respect to an Acquisition Proposal that was did not the result of any from a material breach of this Section 5.3(b6.6 (x) and make a Change of Recommendation (other than the actions described in clause (D) of the definition of Change of Recommendation) or (y) only if terminate this Agreement pursuant to Section 8.1(d)(ii) to enter into a definitive written agreement providing for such Acquisition Proposal if: (i) the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has determined in good faith (faith, after consultation with its the Company’s financial advisor advisors and outside legal counsel) counsel that (1A) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably likely lead to would, if consummated, result in a Superior Proposal and (2B) the failure to make such Change of Recommendation or terminate this Agreement pursuant to Section 8.1(d)(ii) to enter into discussions regarding a definitive written agreement providing for such Acquisition Proposal Proposal, as the case may be, would reasonably be reasonably likely to be inconsistent with its fiduciary duties under applicable LawLaw (provided that the actions of the Company Board in making such determination and such determination shall not in themselves constitute a Change of Recommendation or a termination of this Agreement); (ii) the Company delivers to Parent a written notice (a “Company Notice”) at least four (4) Business Days in advance advising Parent of such determination under Section 6.6(d)(i), which Company Notice shall specify the identity of the party making a Superior Proposal and the material terms and conditions thereof and include an unredacted copy of the Superior Proposal and any proposed draft Alternative Acquisition Agreement for such Superior Proposal and any related documents, including financing documents, to the extent provided by the relevant party in connection with the Superior Proposal (provided that the giving of a Company Notice and actions of the Company Board in authorizing and disclosing (to the extent legally required) such notice shall not in themselves constitute a Change of Recommendation or a termination of this Agreement); providedand (iii) at or after 11:59 p.m. San Jose, howeverCalifornia time, that on the fourth Business Day immediately following the date the Company Notice is delivered to Parent (such period of time, the “Notice Period”), the Company Board again makes a determination described under Section 6.6(d)(i) after (A) if requested by Parent, the Company shall provide to made its Representatives reasonably available during the Notice Period for the purpose of engaging in discussions and negotiations with Parent and its Representatives any non-public information that is provided (to any Person or its Representatives given such access that was not previously made available the extent Parent desires to Parent prior negotiate) regarding a possible amendment to or substantially concurrently (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; this Agreement and (B) taking into account in good faith any written proposals made by Parent during the Notice Period, if any, that if accepted by the Company and its Subsidiaries shall not paywould become binding on Parent; provided that if, agree following the date the Company Notice is delivered but prior to pay the Company Board making a Change of Recommendation or cause terminating this Agreement pursuant to be paid or reimburse, agree to reimburse or cause to be reimbursedSection 8.1(d)(ii), the expenses financial or other material terms of any such Person in connection with any the relevant Acquisition Proposals Proposal are materially amended or any Inquiriesmodified, discussions or requests then the Company will deliver to Parent a new Company Notice pursuant to Section 6.6(d)(ii), except that the Notice Period with respect to or such new Company Notice for the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposalpurposes of this Section 6.6(d)(iii) shall instead end at 11:59 p.m. San Jose, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or dataCalifornia time, on the same basis made available second Business Day immediately following the date such new Company Notice is delivered to Parent or its Representatives(but no such new Company Notice will shorten the initial Notice Period).

Superior Proposals. Notwithstanding anything to the contrary set forth contained in this Section 5.3(c5.2(a), from in the No-Shop Period Start Date until the Company’s receipt of event that (i) the Company Stockholder Approval, receives an unsolicited bona fide Takeover Proposal on or before the Company and its Subsidiaries fifteenth (15th) calendar day following the date hereof (the “Initial Proposal Deadline”) and the Company Board of Directors (or a committee thereof) mayhas in good faith concluded (following consultation with its financial advisor) that such Takeover Proposal is, directly or indirectly, through one or more of their Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would could reasonably be likely expected to lead to to, a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination as defined in the following clause (ii)(ySection 5.2(f)(ii)), and (ii) participate the Board of Directors (or a committee thereof) concludes in good faith, following consultation with its outside legal counsel, that the failure to do any of the following would be reasonably likely to constitute a breach of its fiduciary duties to the Company’s stockholders under applicable law (without regard, if applicable, to the existence of the Majority Stockholder Written Consent), then, on or before the fifth (5th) Business Day following the thirtieth (30th) calendar day following the last date on which a Person making a Takeover Proposal has made its first Takeover Proposal (which the Board of Directors (or a committee thereof) has in good faith concluded (following consultation with its financial advisor) is, or could reasonably be expected to lead to, a Superior Proposal) which is received by the Company following the execution hereof and on or before the Initial Proposal Deadline (such date, the “Final Change Deadline”), it may: (A) request information from the Person making such Takeover Proposal for the purpose of the Board of Directors informing itself about the Takeover Proposal that has been made and the Person that made it; (B) furnish information with respect to the Company to the Person making such Takeover Proposal pursuant to a customary confidentiality agreement the benefits of the terms are which no more favorable to the Person making such Takeover Proposal than the Confidentiality Agreement in any material respect; provided that such confidentiality agreement shall not prohibit disclosure to Parent of the terms and conditions of such Takeover Proposal, including the identity of the Person making such Takeover Proposal and any material changes thereto; and (C) engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each case, if requested by such Person), in each case (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(b) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) Person making such Acquisition Takeover Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal and (2) the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided, however, that (A) the Company shall provide to Parent and its Representatives any non-public information that is provided to any Person or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Takeover Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives.

Superior Proposals. Notwithstanding anything (a) A Covenantor or its directors may, in respect of any Acquisition Proposal received by them prior to the contrary set forth in this Section 5.3(capproval by its shareholders of the Amalgamation (or, with respect to FansUnite, if approval of shareholders is not required to effect the Amalgamation, prior to the approval by the Askott Shareholders of the Amalgamation), from change their recommendation to its shareholders regarding the No-Shop Period Start Date until the Company’s receipt approval of the Company Stockholder Approval, Amalgamation (a “Recommendation Change”) if prior to the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, Recommendation Change: (i) contact any Third Party in writing (with a request they have determined that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each case, if requested by such Person), in each case (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(b) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal and advised the other parties hereto of that fact and their intention to make a Recommendation Change; (2ii) the failure other parties hereto have been provided with a copy of the document containing such Superior Proposal (with such deletions as are necessary to enter into discussions regarding protect any confidential portions of such Acquisition document, provided that material terms and conditions of, and the identity of the person making, such Superior Proposal would may not be reasonably likely deleted); and (iii) five (5) Business Days have elapsed from the later of the date on which the other parties hereto received the material required to be inconsistent provided to it pursuant to (i) and (ii). Each Covenantor agrees that if the other party so elects, during the five (5) Business Days period referred to in (iii), they and their financial and legal advisors shall negotiate in good faith to make such adjustments to the terms and conditions of this Agreement as would enable the Covenantor to not make its Recommendation Change, while allowing their respective boards of directors to comply with its their fiduciary duties under applicable Applicable Law. During such five (5) Business Day period, a Covenantor shall not enter into any agreement in respect of the Superior Proposal with the party making the Superior Proposal; provided, however, that such Covenantor may, during that time, enter into or continue discussions with such party, but such discussions shall in no way affect the rights of FansUnite under this Agreement to require that Askott hold the Askott Meeting and, if the Askott Shareholders approve the Amalgamation and the other conditions for Askott’s benefit are satisfied or waived, proceed to complete the Amalgamation. (b) The board of directors of a Covenantor may communicate to its shareholders its Recommendation Change in such manner as it may elect, including the issuance of a press release and such other communication it determines necessary. The first public announcement or other communication to the shareholders of a Covenantor of the Recommendation Change is referred to as the “Change Date”. At any time following the Change Date, the other parties may elect, by notice in writing to the Covenantor, to terminate this Agreement pursuant to Section 9.3 hereof, and upon such party so doing, the Covenantor will be obliged to make payment of the Compensation Fee contemplated by, and in accordance with, Section 8.3 hereof; alternatively, notwithstanding any Recommendation Change, FansUnite may require Askott to hold the Askott Meeting, and if FansUnite takes no action, it shall be deemed to have not terminated this Agreement and Askott will proceed to hold the Askott Meeting. (c) As used in this Agreement, “Superior Proposal” means a bona fide unsolicited written Acquisition Proposal received after the date hereof that: (A) the Company shall provide to Parent and its Representatives any non-public information that is provided to any Person or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) the time it is provided to such Personconditional on obtaining financing; (B) in respect of which the Company independent directors of the Covenantor have unanimously determined in good faith, after consultation with, and receiving advice (which may include a written opinion) from, as appropriate, their financial, legal and other advisors that such Acquisition Proposal would, if consummated in accordance with its Subsidiaries shall not payterms, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided result in a separate “clean data room” transaction which is more favourable from a financial point of view to the holders of the Covenantor’s shares than the Transaction (taking into consideration any adjustment to the terms and subject conditions of the Transaction proposed by the other parties pursuant to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representativesthis Section 8.2).

Superior Proposals. Notwithstanding anything to the contrary set forth Neither IAMGOLD nor its directors shall, in this Section 5.3(c)respect of any Acquisition Proposal, from the No-Shop Period Start Date until the Company’s receipt accept, approve or recommend or enter into any agreement in respect of the Company Stockholder Approval, the Company and its Subsidiaries and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof unless: (a) the directors of IAMGOLD have determined in good faith that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal; (b) Gold Fields has been provided with a copy of the document containing such Superior Proposal (without with such deletions as are necessary to protect any confidential portions of such document, provided that the Company Board (or a duly authorized committee thereof acting with material terms and conditions of, and the full force and authority identity of the Company Boardperson making, such Superior Proposal may not be deleted); (c) being required to make five business days have elapsed from the later of the date on which Gold Fields received notice of the determination of IAMGOLD to accept, approve or recommend or to enter into an agreement in respect of such Superior Proposal and the following clause (ii)(y))date Gold Fields received a copy of the Superior Proposal, and (iiA) participate or engage Gold Fields has not, within such five business day period, made an offer in discussions or negotiations with, furnish any non-public information relating writing to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality amend this Agreement to any Person at least match the Superior Proposal (a “Matching Offer") or its Representatives that (B) Gold Fields has made or delivered to a Matching Offer and the Company an Acquisition Proposal, and otherwise facilitate directors of IAMGOLD determine (which determination need not be made within such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representativesfive day period) with such Acquisition Proposal (in each case, if requested by such Person), in each case (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(b) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has determined in good faith (faith, after consultation with and receiving advice from, as appropriate, their respective financial, legal and other advisors, that such Matching Offer would not, if consummated in accordance with its terms, result in a transaction: (i) which is equivalent or superior, from a financial point of view, to IAMGOLD to the Superior Proposal (and IAMGOLD shall have received a written opinion from its financial advisor and outside legal counseladvisers substantially to such effect); or (ii) that the acceptance of which by IAMGOLD, having regard to all of the then prevailing circumstances, would be more likely to result in the performance by the directors of IAMGOLD of their fiduciary obligations under applicable Laws; (1d) such Acquisition Proposal either constitutes a IAMGOLD terminates this Agreement pursuant to subsection 17(a) if Gold Fields has elected not to match the Superior Proposal or would reasonably likely lead to a Superior Proposal if an offer made by Gold Fields under subsection 15(c) is not accepted by IAMGOLD; and (e) IAMGOLD makes the payment contemplated by, and (2) the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; providedin accordance with, however, that (A) the Company shall provide to Parent and its Representatives any non-public information that is provided to any Person or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representativessection 16.

Superior Proposals. Notwithstanding anything to the contrary set forth contained in this Section 5.3(c)5.02, from in the No-Shop Period Start Date until the Company’s receipt of event that (i) the Company Stockholder Approval, the Company and its Subsidiaries receives an unsolicited written bona fide Takeover Proposal and the Company Board of Directors (or a committee thereof) mayhas in good faith concluded that such Takeover Proposal is, directly or indirectly, through one or more of their Representatives, (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would could reasonably be likely expected based on the written contents of such Takeover Proposal to lead to to, a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination as defined in the following clause (ii)(ySection 5.02(f)(ii)), and (ii) participate the Board of Directors (or a committee thereof) concludes in good faith following consultation with its outside legal counsel that the failure to do any of the following would be likely to constitute a breach of its fiduciary duties to the Company's stockholders under applicable law, then, (x) after providing written notice of its decision to take such action to Parent (the "Company Notice") and (y) on or before the fifth (5th) Business Day following the date on which a person making a Takeover Proposal has made its first Takeover Proposal (which the Board of Directors (or a committee thereof) has in good faith concluded is, or could reasonably be expected to lead to, a Superior Proposal) which is received by the Company following the execution hereof and on or before the Closing, it may: (A) request information from the person making such Takeover Proposal for the purpose of the Board of Directors informing itself about the Takeover Proposal that has been made and the person that made it; (B) furnish information with respect to the Company to the person making such Takeover Proposal pursuant to a customary confidentiality agreement the benefits of the terms are which no more favorable to the person making such Takeover Proposal than the Confidentiality Agreement in any material respect; provided that such confidentiality agreement shall not prohibit disclosure to Parent of the terms and conditions of such Takeover Proposal, including the identity of the person making such Takeover Proposal and any material changes thereto; and (C) engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each case, if requested by such Person), in each case (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(b) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) person making such Acquisition Takeover Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal and (2) the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided, however, that (A) the Company shall provide to Parent and its Representatives any non-public information that is provided to any Person or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Takeover Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.3(c)5.4, from the No-Shop Period Start Date until the Company’s receipt of the Company Stockholder Requisite Shareholder Approval, if the Company and or any of its Subsidiaries Representatives receive a bona fide Acquisition Proposal, which Acquisition Proposal was not a result of a material breach of Section 5.4(a) then the Company and the Company Board (or a committee thereof) may, directly or indirectly, through one or more of their Representatives, Representatives (i) contact any Third Party in writing (with a request that any response from such Third Party is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without including the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination in the following clause (ii)(y)Advisors), and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries Group to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries Group pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an such bona fide Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each case, if requested by such Person); provided that, in each case (x) the Company and its Representatives may contact any Third Person with respect to an Acquisition Proposal to clarify any ambiguous terms and conditions thereof that was are necessary to determine whether the Acquisition Proposal constitutes or would reasonably likely lead to a Superior Proposal (without the Company Board being required to make the determination in the following proviso), it being agreed that if the Company Board receives any clarifications from such Third Person, the Proposal Notice Period will not the result of any material breach of Section 5.3(b) and (y) only if be deemed commenced until such clarifications are provided to‌ Parent; provided, however, that the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Boardthereof) has determined in good faith (after consultation with its financial advisor advisors and outside legal counsel) that (1) such Acquisition Proposal either constitutes a Superior Proposal or would be reasonably likely lead to a Superior Proposal Proposal, and the Company Board (2or a committee thereof) has determined in good faith (after consultation with its outside legal counsel) that the failure to enter into discussions regarding such Acquisition Proposal take the actions contemplated by this Section 5.4(b) would reasonably be reasonably likely expected to be inconsistent with its fiduciary duties under pursuant to applicable Law; provided, howeverand provided further, that (A) the Company shall will provide to Parent and its Representatives any non-public information that is provided to any Person or its Representatives given such access that was not previously made available to Parent prior to before or substantially concurrently (but in no event later than twentyforty-four eight (2448) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives.

Superior Proposals. Notwithstanding anything to the contrary set forth contained in this Section 5.3(c)5.02, from in the No-Shop Period Start Date until the Company’s receipt of event that (i) the Company Stockholder Approval, receives an unsolicited written bona fide Takeover Proposal on or before the Company and its Subsidiaries thirtieth (30th) calendar day following the date hereof (the "Initial Proposal Deadline") and the Company Board of Directors (or a committee thereof) may, directly or indirectly, through one or more has in good faith concluded (based upon the advice of their Representatives, (iits financial advisor) contact any Third Party in writing (with a request that any response from such Third Party Takeover Proposal is in writing) with respect to an Acquisition Proposal submitted by such Third Party solely to clarify any ambiguous terms and conditions thereof that are necessary to determine whether such Acquisition Proposal constitutes or would reasonably be likely to lead to a Superior Proposal (without the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) being required to make the determination as defined in the following clause (ii)(ySection 5.02(f)(ii)), and (ii) participate the Board of Directors (or a committee thereof) concludes in good faith, following consultation with its outside legal counsel and independent financial advisor that the failure to do any of the following would be reasonably likely to constitute a breach of its fiduciary duties to the Company's stockholders under applicable law (without regard, if applicable, to the existence of the Principal Stockholders' Consent), then, (i) after providing written notice of its decision to take such action to the Parent (the "Company Notice") and (ii) on or before the fifth (5th) Business Day following the thirtieth (30th) calendar day following the last date on which a Person making a Takeover Proposal has made its first Takeover Proposal (which the Board of Directors (or a committee thereof) has in good faith concluded (following consultation with its financial advisor) is, or could reasonably be expected to lead to, a Superior Proposal) which is received by the Company following the execution hereof and on or before the Initial Proposal Deadline (such date, the "Final Change Deadline"), it may: (A) request information from the person making such Takeover Proposal for the purpose of the Board of Directors informing itself about the Takeover Proposal that has been made and the Person that made it; (B) furnish information with respect to the Company to the person making such Takeover Proposal pursuant to a customary confidentiality agreement the benefits of the terms are which no more favorable to the person making such Takeover Proposal than the Confidentiality Agreement in any material respect; provided that such confidentiality agreement shall not prohibit disclosure to Parent of the terms and conditions of such Takeover Proposal, including the identity of the Person making such Takeover Proposal and any material changes thereto; and (C) engage in discussions or negotiations with, furnish any non-public information relating to the Company or its Subsidiaries to, or afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to any Person or its Representatives that has made or delivered to the Company an Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives, prospective debt and equity financing sources and/or their respective Representatives) with such Acquisition Proposal (in each case, if requested by such Person), in each case (x) with respect to an Acquisition Proposal that was not the result of any material breach of Section 5.3(b) and (y) only if the Company Board (or a duly authorized committee thereof acting with the full force and authority of the Company Board) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that (1) Person making such Acquisition Takeover Proposal either constitutes a Superior Proposal or would reasonably likely lead to a Superior Proposal and (2) the failure to enter into discussions regarding such Acquisition Proposal would be reasonably likely to be inconsistent with its fiduciary duties under applicable Law; provided, however, that (A) the Company shall provide to Parent and its Representatives any non-public information that is provided to any Person or its Representatives given such access that was not previously made available to Parent prior to or substantially concurrently (but in no event later than twenty-four (24) hours after) the time it is provided to such Person; (B) the Company and its Subsidiaries shall not pay, agree to pay or cause to be paid or reimburse, agree to reimburse or cause to be reimbursed, the expenses of any such Person in connection with any Acquisition Proposals or any Inquiries, discussions or requests with respect to or the making any proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Takeover Proposal, in each case, without the prior written consent of Parent; and (C) any competitively sensitive information or data provided to any such Person or group or their Representatives shall be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data, on the same basis made available to Parent or its Representatives.