XOM or RDS buyout

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If Exxon or Shell wanted to take out InterOil, would they have to complete the sell-down to TOTal, or, would they be able to cancel the deal ? Are there penalties for either side (InterOil or TOTal) to cancel at this point ?

i took a brief look at the SPA and did not see any liquidating damages clause that would allow IOC to terminate the agreement without cause in the event IOC was taken over by XOM or RDS and they chose to terminate the agreement. Leads me to beleive Total would have the right to compell a closing or at a minimum sue for damages for breach of contract.  Anyone have a different conclusion.

If i am right, that would certainly have a chilling effect on anyone looking to buy out the company.