Oh my, this goes beyond just sh's approval for MLX otherwise...

Oh my, this goes beyond just sh's approval for MLX otherwise there would be no legal dispute. I think you need to focus on all parts of the hoa. MLX not tam bod would be seeking legal advice on this point. It's clear tam sh will vote in favour of Nst and in face value so they probably should.
All MLX is saying is that we had an agreement first and proceeded with fulfilling the agreement. MLX thinks it is owed damages. The case for the tam bod now is to ensure that if MLX gets it's case up the Nst deal could be a worst deal after having paid damages. Wouldn't you like to know that before you vote?
Lastly I couldn't care less who wins but the lesson for tam bod and every other bod is don't agree and sign anything unless u r absolutely certain u have the best deal.