Common use of Notification of approaches Clause in Contracts

Notification of approaches. (a) During the Exclusivity Period, IOH must as soon as possible notify BC Iron in writing if it, or any of its Related Persons, becomes aware of any: (1) negotiations, discussions, or approach in relation to an actual, proposed or potential Competing Proposal; (2) proposal made to IOH or any of its Related Persons, in connection with, or in respect of any exploration or completion of, an actual, proposed or potential Competing Proposal; or (3) provision by IOH or any of its Related Persons of any non-public information concerning the business or operations of IOH or any of its subsidiaries to a Third Party (other than a Government Agency) in connection with an actual, proposed or potential Competing Proposal, whether direct or indirect, solicited or unsolicited, and in writing or otherwise. For the avoidance of doubt, any of the acts described in paragraphs (1) to (3) may only be taken by IOH if not proscribed by clause 8.1 or if permitted by clause 8.2. (b) A notification given under clause 8.3(a) must include: (1) all material terms and conditions of the actual, proposed or potential Competing Proposal; and (2) the identity of the relevant person making or proposing the relevant actual, proposed or potential Competing Proposal (or on whose behalf the Competing Proposal was made, as the case may be) where consent has been provided by that person to the disclosure of their identity. If such consent has not been given, IOH may withhold the identity of the person from the notification under clause 8.3(a) if the IOH Board, acting in good faith, determines that the disclosure of the identity of the person would be likely to involve a breach of the fiduciary or statutory duties owed by any Director.

Notification of approaches. ‌ (a) During the Exclusivity Period, IOH the Target must as soon as possible promptly (and in any event within 24 hours) notify BC Iron the Bidder in writing if it, or any of its Related Persons, becomes aware of anythe Target: (1i) negotiations, discussionsproposes to take, or approach is approached by a person to take, any action of a kind that is set out in relation to an actual, proposed clause 6.3 or potential Competing Proposal6.4; (2ii) proposal made enters into negotiations or discussions with a party that has proposed (or may be reasonably expected to IOH propose) a Competing Proposal and disclose details of the proposed bidder or any acquirer, except for details where that communication would constitute a breach by the Target Directors of its Related Persons, in connection with, their fiduciary or in respect of any exploration or completion of, an actual, proposed or potential Competing Proposalstatutory duties; or (3iii) provision by IOH makes available to any person, or permits any of its Related Persons of person to receive, any non-public information concerning relating to the business or operations of IOH or any of its subsidiaries to a Third Party (other than a Government Agency) Target Group in connection with an actualthat person formulating, proposed developing or potential finalising a Competing ProposalProposal and, whether direct or indirectsubject to consent being obtained from that person, solicited or unsolicited, and in writing or otherwise. For disclose the avoidance identity of doubt, any of the acts described in paragraphs (1) to (3) may only be taken by IOH if not proscribed by clause 8.1 or if permitted by clause 8.2that person. (b) A notification given under clause 8.3(a) During the Exclusivity Period, the Target must includepromptly provide the Bidder with: (1i) all material terms and conditions in the case of the actualwritten materials, proposed or potential Competing Proposala copy of; and (2ii) in any other case, a written statement of, any non-public information relating to the Target Group’s operations made available or received by any person in connection with the formulation, development or finalisation of a Competing Proposal which has not previously been provided to the Bidder. (c) A notice given under this clause 6.5 must be accompanied by all material details of the relevant event including the identity of the relevant person making or proposing the relevant actual, proposed or potential Competing Proposal (or on whose behalf the Competing Proposal was madeProposal, as the case may be) where consent has been provided by that person to the disclosure of their identity. If such consent has not been given, IOH may withhold the identity together with all terms and conditions of the person from the notification under clause 8.3(a) if the IOH Boardrelevant actual, acting in good faith, determines that the disclosure of the identity of the person would be likely to involve a breach of the fiduciary proposed or statutory duties owed by any Director.potential Competing Proposal.‌