Promoting the Takeover Bid Clause Samples

Promoting the Takeover Bid. During the Offer Period, in the absence of a Superior Proposal, a BC Iron Material Adverse Change or a BC Iron Prescribed Occurrence, the IOH Board will support the Takeover Bid and the Options Offer and will use reasonable endeavours to participate in efforts reasonably required by BC Iron to promote the merits of the Takeover Bid and the Options Offer, and encourage Shareholders to accept an Offer under the Takeover Bid and Optionholders to accept an Options Offer, including meeting with key Shareholders, analysts, management, customers and press if requested to do so by BC Iron and IOH agrees: (a) to include in all material public statements relating primarily to the Takeover Bid or the Options Offer (following the initial announcement of the Takeover Bid made pursuant to clause 3) and in the Target’s Statement, a statement to the effect that: (1) the Directors unanimously recommend that Shareholders accept the Offers to be made to them; (2) the Directors unanimously recommend that Optionholders accept the Options Offer to be made to them; and (3) each Director intends to accept, or procure the acceptance of, the Offers made to them in respect of all IOH Shares they control, including the IOH Shares set out in Schedule 5, in each case in the absence of a Superior Proposal; (b) not to make any public statement or take any other public action which would suggest that the Takeover Bid or the Options Offer is not unanimously recommended by the Directors unless a Superior Proposal emerges; and (c) not to withdraw its recommendation subsequently unless a Superior Proposal emerges.