I fail to see your points. The shareholders are the owners of...

I fail to see your points. The shareholders are the owners of the company, they have the ultimate say - which is obviously why that condition that you deem as "process" exists. In this particular case, the board can only make recommendations to shareholders, not force them to sell their own company.

I wouldn't be at all surprised if it was a major shareholder who worked with NST on a counter offer, which they are legally entitled to do. MLX however, apparently believe the BOD was collaboratively negotiating themselves, contrary to the HOA.

If there was a break penalty, then TAM would have been obliged to tell the shareholders in the news of the NST counter-offer. Any such penalty is material to shareholders decisions.

I was once a holder (not trader) in TAM in the good old days, unfortunately it never lived up to its promise. Like MLX and NST, I believe a cash injection and a clued-in team could develop the U/G, which remains open at depth. All the ground remains highly prospective at depth. Furthermore, a lot of fantastic ground ended up with ABM. Buying that may also be a priority for NST, but I note their share price did not budge on either MLXs or NSTs offers.