Interesting to look at the following clause (section 6.4 (c) of the Combination Agreement). The Parties anticipated more than one move by Cliffs:

(c) KWG acknowledges and agrees that each successive modification of any KWG Alternative Proposal shall constitute a new KWG Alternative Proposal for purposes of the requirement under Section 6.4(a)(iv) and shall initiate an additional five (5) Business Day period.

So, after a KGW upgraded offer, if Cliffs comes out with another Superior Proposal, can go as high as KWG could afford. Question: what would happen then with the Merger Spider's shareholders meeting scheduled on July 8? Answer:

Section 6.2 (e):

(e) Where at any time before a Spider Meeting, Spider has provided KWG with anotice under Section 6.1(c), a Spider Alternative Proposal has been publicly disclosed or announced, and the five (5) Business Day period under Section 6.2(a)(iv) has not elapsed, then, subject to applicable Laws, at KWG’s request, Spider will postpone or adjourn such Spider Meeting at such Spider Meeting (but not beforehand without KWG’s consent) to a date acceptable to KWG, acting reasonably, which shall not be less than five (5) and not more than ten (10) Business Days after the latest scheduled date of such Spider Meeting and shall, in the event that KWG and Spider amend the terms of this Agreement pursuant to Section 6.2(b), use its commercially reasonable efforts to ensure that the details of such amended Agreement are communicated to the Spider Shareholders prior to the resumption of such adjourned Spider Meeting.

Well drafted!

GLTA.

BaBe.