Can't be sure without seeing the whole contract, but I would suspect this $6 million termination payment is if the FWR BOD’s agree to a different offer only. In the case of NOT's offer it is hostile and not supported by the FWR BOD's and therefore would not invoke this penalty. So NOT does not need to change the offer they only need to make their share price attractive enough by Dec 1 to have 66 -2/3 of the shares tendered to them. If NOT wants or needs more time to raise their share price they could extend their offer time closer to the expiry date of the Cliff offer. People have to understand that if NOT gets the 66-2/3 Cliffs is dead in the water. IMHO