Common use of Superior Proposals Clause in Contracts

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.5, from the date of this Agreement until the Company’s receipt of the Requisite Stockholder Approvals, if the Company receives from any Person a bona fide, written and unsolicited Acquisition Proposal not resulting from a breach of this Section 5.5, the Company Board (or a committee thereof) may, directly or indirectly through one or more of its Representatives (including the Advisor), participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or any of 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 any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to such Person or its Representatives if and only if (i) the Company Board (or a committee thereof) has determined in good faith (after consultation with its outside legal counsel and financial advisor) that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal, (ii) the Company Board (or a committee thereof) has determined in good faith (after consultation with its outside legal counsel) that the failure to take the actions contemplated by this Section 5.5(b) would be inconsistent with its fiduciary duties under applicable Law; and (iii) the Company has given the Parent written notice of the identity of such Person, a 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 Company’s intention to participate or engage in discussions or negotiations with, or furnish non-public information to, such Person; and provided further, that the Company will promptly (and in any event within one (1) Business Day) make available to the Parent any non-public information concerning the Company and its Subsidiaries that is provided to any such Person or its Representatives that was not previously made available to the Parent. Notwithstanding anything to the contrary set forth in this Section 5.5 or elsewhere in this Agreement, prior to the Closing, neither the Company nor any of its Subsidiaries shall terminate, amend, modify or waive any rights under, or release any Person (other than the Parent) from, any “standstill” or other similar agreement between the Company or any of its Subsidiaries, on the one hand, and such Person, on the other, unless the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law.

Superior Proposals. Notwithstanding anything to the contrary set forth contained in this Section 5.5, from the date of this Agreement until the Company’s receipt of the Requisite Stockholder Approvals6.4(a), if at any time prior to obtaining the Company Shareholder Approval, the Company receives an unsolicited Company Takeover Proposal that is not withdrawn from any Person a bona fide, written and unsolicited Acquisition Proposal that did not resulting result from a breach of this Section 5.56.4(a), and if the Company Board determines in good faith, after consultation with its outside legal counsel and financial advisor, (x) that such Company Takeover Proposal constitutes or would reasonably be expected to lead to a committee thereofCompany Superior Proposal, and (y) failure to take the actions set forth in clauses (i) and (ii) below would be inconsistent with its fiduciary duties under applicable Law, then the Company and its Representatives may, directly in response to such Company Takeover Proposal, (i) furnish, pursuant to an Acceptable Confidentiality Agreement (a copy of which shall promptly be delivered by or indirectly through one or more on behalf of its Representatives the Company to Parent following the execution and delivery thereof), information (including the Advisor), participate or engage in discussions or negotiations with, furnish any non-public information relating information) with respect to the Company or any of and its Subsidiaries to, or and afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement the Person that has made such written Company Takeover Proposal and its Representatives, prospective debt and equity financing sources and/or their respective Representatives (provided that the Company shall, prior to or substantially concurrently with the delivery to such Person, provide to Parent any information concerning the Company or any of its Subsidiaries that is provided or made available to such Person or its Representatives, prospective debt and equity financing sources and/or their respective Representatives if unless such information has been previously provided to Parent) and only if (i) the Company Board (or a committee thereof) has determined in good faith (after consultation with its outside legal counsel and financial advisor) that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal, (ii) the Company Board (engage in or a committee thereof) has determined in good faith (after consultation with its outside legal counsel) that the failure to take the actions contemplated by this Section 5.5(b) would be inconsistent with its fiduciary duties under applicable Law; and (iii) the Company has given the Parent written notice of the identity of such Person, a 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 Company’s intention to otherwise participate or engage in discussions or negotiations withwith the Person making such Company Takeover Proposal and its Representatives, or furnish non-public information to, prospective debt and equity financing sources and/or their respective Representatives regarding such PersonCompany Takeover Proposal; and provided further, that the Company will and its Representatives may contact any Person in writing (with a request that any response from such Person is in writing) with respect to a Company Takeover Proposal solely to clarify any ambiguous terms and conditions thereof which are necessary to determine whether the Company Takeover Proposal constitutes a Company Superior Proposal (without the Company Board being required to make the determination in the foregoing clauses (x) and (y)). The Company shall promptly (and in any event within one thirty-six (136) Business Dayhours) make available to the notify Parent any non-public information concerning in writing if the Company and its Subsidiaries that is provided to any such Person or its Representatives that was not previously made available to Board makes the Parent. Notwithstanding anything to the contrary determinations set forth in this Section 5.5 or elsewhere in this Agreement, prior to the Closing, neither the Company nor any of its Subsidiaries shall terminate, amend, modify or waive any rights under, or release any Person (other than the Parent) from, any “standstill” or other similar agreement between the Company or any of its Subsidiaries, on the one hand, and such Person, on the other, unless the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law6.4(b).

Superior Proposals. Notwithstanding anything to the contrary set forth Neither IAMGOLD nor its directors shall, in this Section 5.5respect of any Acquisition Proposal, from the date accept, approve or recommend or enter into any agreement in respect of this Agreement until the Company’s receipt of the Requisite Stockholder Approvals, if the Company receives from any Person a bona fide, written and unsolicited such Acquisition Proposal not resulting from a breach of this Section 5.5, the Company Board unless: (or a committee thereof) may, directly or indirectly through one or more of its Representatives (including the Advisor), participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or any of 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 any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to such Person or its Representatives if and only if (ia) the Company Board (or a committee thereof) has directors of IAMGOLD have determined in good faith (after consultation with its outside legal counsel and financial advisor) that such Acquisition Proposal either constitutes a Superior Proposal; (b) Gold Fields has been provided with a copy of the document 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) 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 is reasonably likely recommend or to lead to enter into an agreement in respect of such Superior Proposal and the date Gold Fields received a copy of the Superior Proposal, and (A) Gold Fields has not, within such five business day period, made an offer in writing to amend this Agreement to at least match the Superior Proposal (a “Matching Offer") or (B) Gold Fields has made a Matching Offer and the directors of IAMGOLD determine (which determination need not be made within such five day period) in good 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 advisers substantially to such effect); or (ii) the Company Board (or a committee thereof) has determined in good faith (after consultation with its outside legal counsel) that acceptance of which by IAMGOLD, having regard to all of the failure to take the actions contemplated by this Section 5.5(b) then prevailing circumstances, would be inconsistent with its more likely to result in the performance by the directors of IAMGOLD of their fiduciary duties obligations under applicable LawLaws; (d) IAMGOLD terminates this Agreement pursuant to subsection 17(a) if Gold Fields has elected not to match the Superior Proposal or if an offer made by Gold Fields under subsection 15(c) is not accepted by IAMGOLD; and and (iiie) IAMGOLD makes the Company has given the Parent written notice of the identity of such Person, a 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 materialspayment contemplated by, and notice of the Company’s intention to participate or engage in discussions or negotiations accordance with, or furnish non-public information to, such Person; and provided further, that the Company will promptly (and in any event within one (1) Business Day) make available to the Parent any non-public information concerning the Company and its Subsidiaries that is provided to any such Person or its Representatives that was not previously made available to the Parent. Notwithstanding anything to the contrary set forth in this Section 5.5 or elsewhere in this Agreement, prior to the Closing, neither the Company nor any of its Subsidiaries shall terminate, amend, modify or waive any rights under, or release any Person (other than the Parent) from, any “standstill” or other similar agreement between the Company or any of its Subsidiaries, on the one hand, and such Person, on the other, unless the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Lawsection 16.

Superior Proposals. Notwithstanding anything to the contrary set forth Neither IAMGOLD nor its directors shall, in this Section 5.5respect of any Acquisition Proposal, from the date accept, approve or recommend or enter into any agreement in respect of this Agreement until the Company’s receipt of the Requisite Stockholder Approvals, if the Company receives from any Person a bona fide, written and unsolicited such Acquisition Proposal not resulting from a breach of this Section 5.5, the Company Board unless: (or a committee thereof) may, directly or indirectly through one or more of its Representatives (including the Advisor), participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or any of 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 any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to such Person or its Representatives if and only if (ia) the Company Board (or a committee thereof) has directors of IAMGOLD have determined in good faith (after consultation with its outside legal counsel and financial advisor) that such Acquisition Proposal either constitutes a Superior Proposal (as hereinafter defined); (b) Gold Fields has been provided with a copy of the document 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) 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 is reasonably likely recommend or to lead to enter into an agreement in respect of such Superior Proposal and the date Gold Fields received a copy of the Superior Proposal, and (A) 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 (B) Gold Fields has made a Matching Offer and the directors of IAMGOLD determine (which determination need not be made within such five day period) in good 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 advisers substantially to such effect); or (ii) the Company Board (or a committee thereof) has determined in good faith (after consultation with its outside legal counsel) that acceptance of which by XXXXXXX, having regard to all of the failure to take the actions contemplated by this Section 5.5(b) then prevailing circumstances, would be inconsistent with its most likely to result in the performance by the directors of IAMGOLD of their fiduciary duties obligations under applicable LawLegal Requirements; (d) if Gold Fields has elected not to match the Superior Proposal or if an offer made by Gold Fields under subparagraph 14(c) hereof is not accepted by IAMGOLD, IAMGOLD terminates this agreement pursuant to paragraph 16 hereof; and and (iiie) IAMGOLD makes the Company has given the Parent written notice of the identity of such Person, a 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 materialspayment contemplated by, and notice of the Company’s intention to participate or engage in discussions or negotiations accordance with, or furnish non-public information to, such Person; and provided further, that the Company will promptly (and in any event within one (1) Business Day) make available to the Parent any non-public information concerning the Company and its Subsidiaries that is provided to any such Person or its Representatives that was not previously made available to the Parent. Notwithstanding anything to the contrary set forth in this Section 5.5 or elsewhere in this Agreement, prior to the Closing, neither the Company nor any of its Subsidiaries shall terminate, amend, modify or waive any rights under, or release any Person (other than the Parent) from, any “standstill” or other similar agreement between the Company or any of its Subsidiaries, on the one hand, and such Person, on the other, unless the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Lawparagraph 15 hereof.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.55.3, from the date of this Agreement until the Company’s receipt of the Requisite Stockholder ApprovalsApproval, if the Company receives from any Person a bona fide, written and unsolicited Acquisition Proposal not resulting from a breach of this Section 5.5, the Company Board (or a committee thereof) may, directly or indirectly indirectly, through one or more of its their Representatives (including the Advisor), participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or any of 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 any of its Subsidiaries Group pursuant to an Acceptable Confidentiality Agreement to any Person (or its Representatives) that has made or delivered to the Company a bona fide Acquisition Proposal, and otherwise facilitate such Acquisition Proposal or assist such Person or (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 with respect to an Acquisition Proposal that was did result from the breach of this Section 5.3; provided that, the Company and its Representatives if may contact any Third Person in writing (with a request that any response from such Third Person is in writing) with respect to an Acquisition Proposal solely to clarify any ambiguous terms and only if (i) conditions thereof which are necessary to determine whether the Acquisition Proposal constitutes a Superior Proposal; provided, however, that the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel and financial advisorcounsel) that such Acquisition Proposal either constitutes a Superior Proposal or is would reasonably likely to lead to a Superior Proposal, (ii) and the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take the actions contemplated by this Section 5.5(b5.3(c) would reasonably be expected to be inconsistent with its fiduciary duties under pursuant to applicable Law; and (iii) the Company has given the Parent written notice of the identity of such Person, a 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 Company’s intention to participate or engage in discussions or negotiations with, or furnish non-public information to, such Person; and provided further, that the Company will promptly (provide to Parent and in any event within one (1) Business Day) make available to the Parent its Representatives any non-public information concerning the Company and its Subsidiaries that is provided to any such Person or its Representatives given such access that was not previously made available to the Parent. Notwithstanding anything to the contrary set forth in this Section 5.5 or elsewhere in this Agreement, Parent prior to or substantially concurrently with (but in no event later than twenty-four (24) hours after) the Closing, neither the Company nor any of its Subsidiaries shall terminate, amend, modify or waive any rights under, or release any Person (other than the Parent) from, any “standstill” or other similar agreement between the Company or any of its Subsidiaries, on the one hand, and time it is provided to such Person, on the other, unless the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.5, from the date of this Agreement until the CompanyMeridian’s receipt of the Requisite Stockholder ApprovalsMeridian Shareholder Approval, if the Company receives 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 Section 5.5Agreement or any prior similar agreement with the Buyer or its affiliates, the Company Meridian Board (or a committee thereof) may, directly or indirectly through one or more of its Representatives (including the Advisor)Representatives, participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company Seller Parties or any of its 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 any of its their Subsidiaries pursuant to an Acceptable Confidentiality Agreement to such Person or its Representatives if and only if (i) the Company Meridian Board (or a committee thereof) has determined in good faith (after consultation with its outside legal counsel and financial advisor) that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal, (ii) the Company Meridian Board (or a committee thereof) has determined in good faith (after consultation with its outside legal counsel) that the failure to take the actions contemplated by this Section 5.5(b) would be inconsistent with its fiduciary duties under applicable Law; and (iii) the Company has Seller Parties have given the Parent Buyer written notice of the identity of such Person, a 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 Company’s 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 Company Seller Parties will promptly (and in any event within one (1) Business Day) make available to the Parent Buyer any non-public information concerning the Company Seller Parties and its their Subsidiaries that is provided to any such Person or its Representatives that was not previously made available to the ParentBuyer. Notwithstanding anything to the contrary set forth in this Section 5.5 or elsewhere in this Agreement, prior to the Closing, neither the Company Seller Parties nor any of its their Subsidiaries shall terminate, amend, modify or waive any rights under, or release any Person (other than the ParentBuyer) from, any “standstill” or other similar agreement between the Company Seller or any of its their Subsidiaries, on the one hand, and such Person, on the other, unless the Company Meridian Board (or a committee thereof) determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law.

Superior Proposals. Notwithstanding anything to the contrary set forth contained in this Section 5.5Agreement, if at any time from and after the date of this Agreement until hereof and prior to obtaining the Company’s receipt of the Requisite Company Stockholder ApprovalsApproval, if the Company receives an unsolicited written Company Takeover Proposal that is not withdrawn from any Person a bona fide, written and unsolicited Acquisition Proposal that did not resulting result from a material breach of this Section 5.56.4(a), and if the Company Board (after considering the recommendation of the Company Special Committee) has determined in good faith, after consultation with the Company’s independent financial advisor and outside legal counsel, (i) that such Company Takeover Proposal is bona fide and constitutes or could reasonably be expected to lead to a committee thereofCompany Superior Proposal, and (ii) failure to take the actions set forth in clauses (A) and (B) below would be inconsistent with its fiduciary duties under applicable Law, then the Company and its Representatives may, directly or indirectly through one or more of its Representatives in response to such Company Takeover Proposal, (A) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including the Advisor), participate or engage in discussions or negotiations with, furnish any non-public information relating information) with respect to the Company or any of and its Subsidiaries to, or and afford access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement the Person that has made such written Company Takeover Proposal and its Representatives (provided that the Company shall, prior to or concurrently with the delivery to such Person, provide to Parent any information concerning the Company or any of its Subsidiaries that is provided or made available to such Person or its Representatives if unless such information has been previously provided to Parent) and only if (iB) engage in or otherwise participate in discussions or negotiations with the Person making such Company Takeover Proposal and its Representatives regarding such Company Takeover Proposal; provided that the Company and its Representatives may contact any Person in writing (with a request that any response from such Person is in writing) with respect to a Company Takeover Proposal to clarify any ambiguous terms and conditions thereof which are necessary to determine whether the Company Takeover Proposal constitutes a Company Superior Proposal (without the Company Board (or a any committee thereof, including the Company Special Committee) has determined being required to make the determination in good faith the foregoing clauses (after consultation with its outside legal counsel i) and financial advisor) that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal, (ii) the )). The Company Board (or a committee thereof) has determined in good faith (after consultation with its outside legal counsel) that the failure to take the actions contemplated by this Section 5.5(b) would be inconsistent with its fiduciary duties under applicable Law; and (iii) the Company has given the Parent written notice of the identity of such Person, a 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 Company’s intention to participate or engage in discussions or negotiations with, or furnish non-public information to, such Person; and provided further, that the Company will shall promptly (and in any event within one twenty-four (124) Business Dayhours) make available to the notify Parent any non-public information concerning in writing if the Company and its Subsidiaries that is provided to any such Person or its Representatives that was not previously made available to Board makes the Parent. Notwithstanding anything to the contrary determinations set forth in this Section 5.5 or elsewhere 6.4(b), and shall not take any of the actions set forth in this Agreement, clauses (A) and (B) prior to the Closing, neither the Company nor any of its Subsidiaries shall terminate, amend, modify or waive any rights under, or release any Person (other than the Parent) from, any “standstill” or other similar agreement between the Company or any of its Subsidiaries, on the one hand, and providing such Person, on the other, unless the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Lawnotice.”

Superior Proposals. Notwithstanding anything to the contrary set forth contained in this Section 5.5, from the date of this Agreement until the Company’s receipt of the Requisite Stockholder ApprovalsAgreement, if at any time from and after the No-Shop Period Start Date and prior to obtaining the Company Stockholder Approval, the Company receives a bona fide written Company Takeover Proposal that is not withdrawn from any Person a bona fide, written and unsolicited Acquisition Proposal that did not resulting result from a breach of this Section 5.56.4(b) (other than any breach that is both immaterial and unintentional), and if the Company Board (or a committee thereof) may, directly or indirectly through one or more of its Representatives (including the Advisor), participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or any of 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 any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to such Person or its Representatives if and only if (i) the Company Board (or a committee thereof) has determined determines in good faith (faith, after consultation with its independent financial advisors and outside legal counsel and financial advisorcounsel, (x) that such Acquisition Company Takeover Proposal either constitutes a Superior Proposal or is would reasonably likely be expected to lead to a Company Superior Proposal, and (iiy) the Company Board (or a committee thereof) has determined in good faith (after consultation with its outside legal counsel) that the failure to take the actions contemplated by this Section 5.5(bset forth in clauses (A) and (B) below would be inconsistent with its fiduciary duties under applicable Law; and (iii) , then the Company and its Representatives may, in response to such Company Takeover Proposal, (A) furnish, pursuant to an Acceptable Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the Person that has given the Parent made such written notice Company Takeover Proposal and its Representatives; provided that competitively sensitive information or data provided to any such Person who is a competitor of the identity Company or any of its Subsidiaries will only be provided in a separate “clean data room” and subject to customary “clean team” arrangements regarding access to such information or data (provided, that the Company shall, prior to or substantially concurrently with the delivery to such Person, a copy provide to Parent any information concerning the Company or any of an Acceptable Confidentiality Agreement entered into with its Subsidiaries that is provided or made available to such Person, a copy of any written materials reflecting the terms of the Acquisition Proposal, a summary of the material terms of Person or its Representatives unless such Acquisition Proposal information has been previously provided to the extent not reflected Parent) and (B) engage in such written materials, and notice of the Company’s intention to or otherwise participate or engage in discussions or negotiations with, or furnish non-public information to, with the Person making such Person; Company Takeover Proposal and provided further, that the its Representatives regarding such Company will Takeover Proposal. The Company shall promptly (and in any event within one (124 hours) Business Day) make available to the notify Parent any non-public information concerning in writing if the Company and its Subsidiaries that is provided to any such Person or its Representatives that was not previously made available to Board makes the Parent. Notwithstanding anything to the contrary determinations set forth in this Section 5.5 6.4(c) or elsewhere in this Agreement, prior to the Closing, neither if the Company nor takes any of its Subsidiaries shall terminate, amend, modify or waive any rights under, or release any Person the actions in clauses (other than the Parentx) from, any “standstill” or other similar agreement between the Company or any of its Subsidiaries, on the one hand, and such Person, on the other, unless the Company Board determines in good faith (after consultation with its outside legal counsely) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Lawabove.

Superior Proposals. Notwithstanding anything to the contrary set forth Neither IAMGOLD nor its directors shall, in this Section 5.5respect of any Acquisition Proposal, from the date accept, approve or recommend or enter into any agreement in respect of this Agreement until the Company’s receipt of the Requisite Stockholder Approvals, if the Company receives from any Person a bona fide, written and unsolicited such Acquisition Proposal not resulting from a breach of this Section 5.5, the Company Board unless: (or a committee thereof) may, directly or indirectly through one or more of its Representatives (including the Advisor), participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or any of 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 any of its Subsidiaries pursuant to an Acceptable Confidentiality Agreement to such Person or its Representatives if and only if (ia) the Company Board (or a committee thereof) has directors of IAMGOLD have determined in good faith (after consultation with its outside legal counsel and financial advisor) that such Acquisition Proposal either constitutes a Superior Proposal; (b) Gold Fields has been provided with a copy of the document 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) 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 is reasonably likely recommend or to lead to enter into an agreement in respect of such Superior Proposal and the date Gold Fields received a copy of the Superior Proposal, and (A) Gold Fields has not, within such five business day period, made an offer in writing to amend this Agreement to at least match the Superior Proposal (a "Matching Offer") or (B) Gold Fields has made a Matching Offer and the directors of IAMGOLD determine (which determination need not be made within such five day period) in good 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 advisers substantially to such effect); or (ii) the Company Board (or a committee thereof) has determined in good faith (after consultation with its outside legal counsel) that acceptance of which by IAMGOLD, having regard to all of the failure to take the actions contemplated by this Section 5.5(b) then prevailing circumstances, would be inconsistent with its more likely to result in the performance by the directors of IAMGOLD of their fiduciary duties obligations under applicable LawLaws; (d) IAMGOLD terminates this Agreement pursuant to subsection 17(a) if Gold Fields has elected not to match the Superior Proposal or if an offer made by Gold Fields under subsection 15(c) is not accepted by IAMGOLD; and and (iiie) IAMGOLD makes the Company has given the Parent written notice of the identity of such Person, a 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 materialspayment contemplated by, and notice of the Company’s intention to participate or engage in discussions or negotiations accordance with, or furnish non-public information to, such Person; and provided further, that the Company will promptly (and in any event within one (1) Business Day) make available to the Parent any non-public information concerning the Company and its Subsidiaries that is provided to any such Person or its Representatives that was not previously made available to the Parent. Notwithstanding anything to the contrary set forth in this Section 5.5 or elsewhere in this Agreement, prior to the Closing, neither the Company nor any of its Subsidiaries shall terminate, amend, modify or waive any rights under, or release any Person (other than the Parent) from, any “standstill” or other similar agreement between the Company or any of its Subsidiaries, on the one hand, and such Person, on the other, unless the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Lawsection 16.

Superior Proposals. Notwithstanding anything to the contrary set forth in this Section 5.55.3, from the date of this Agreement hereof until the Company’s receipt of the Requisite Stockholder ApprovalsApproval, if the Company receives from any Person a bona fide, written and unsolicited Acquisition Proposal not resulting from a breach of this Section 5.5, the Company Board (or a committee thereof) may, directly or indirectly through one or more of its their Representatives (including the Advisor), ): (i) respond to any Person making an Acquisition Proposal (A) to inform such Person of the restrictions of this Section 5.3 by providing a link to this Agreement (as publicly filed) and directing such Person to this section and (B) additionally for the limited purpose of clarifying (but for the avoidance of doubt not accepting or negotiating) the written terms and conditions set forth in such Acquisition Proposal; and (ii) participate or engage in discussions or negotiations with, furnish any non-public information relating to the Company or any of 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 any of its Subsidiaries Group pursuant to an Acceptable Confidentiality Agreement to such any Person or its Representatives that has made or delivered to the Company an bona fide written Acquisition Proposal on or after the date hereof, and otherwise facilitate such Acquisition Proposal or assist such Person (and its Representatives and financing sources) with such Acquisition Proposal (in each case, if and only if (i) requested by such Person), in each case with respect to an Acquisition Proposal that did not result from any material breach of Section 5.3(a); provided, however, that, with respect to this Section 5.3(b)(ii), the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel and financial advisorcounsel) that such Acquisition Proposal either constitutes a Superior Proposal or is would reasonably likely be expected to lead to a Superior Proposal, (ii) and the Company Board (or a committee thereof) has determined in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to take the actions contemplated by this Section 5.5(b5.3(b) would reasonably be inconsistent with expected to violate its fiduciary duties under obligations pursuant to applicable Law; and (iii) the Company has given the Parent written notice of the identity of such Person, a 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 Company’s intention to participate or engage in discussions or negotiations with, or furnish non-public information to, such Personlaw; and provided further, however, that the Company will promptly (and in any event within one (1) Business Day24 hours) make available to the Parent any non-public information concerning the Company and its Subsidiaries Group that is provided to any such Person or its Representatives that was not previously made available to the Parent. Notwithstanding anything to the contrary set forth in this Section 5.5 or elsewhere in this Agreement, prior to the Closing, neither the Company nor any of its Subsidiaries shall terminate, amend, modify or waive any rights under, or release any Person (other than the Parent) from, any “standstill” or other similar agreement between the Company or any of its Subsidiaries, on the one hand, and such Person, on the other, unless the Company Board determines in good faith (after consultation with its outside legal counsel) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law.