Here's the clause from the merger agreement that you are referring to.

8. Terms and Conditions in Favour of KWG

KWG’s obligation to complete the Merger will be subject to the following conditions (the “KWG Closing Conditions”):

(a) receipt by Spider of all required regulatory approvals and receipt of approval by the Spider Shareholders for the Merger;

(b) execution and delivery by Spider of the Merger Documents on substantially thesame terms as described herein, together with such other terms as are customaryin a transaction of this nature, including execution and delivery by Spider of theDefinitive Agreement on or before June 18, 2010 or such other date as the partiesmay agree, acting reasonably;

(c) receipt by KWG of all required regulatory approvals for the Merger;

(d) KWG being satisfied, acting reasonably, that no Material Adverse Change in
respect of Spider (on a consolidated basis) has occurred prior to the Effective
Date;

(e) all of the representations and warranties of Spider which are set forth in the
Merger Documents will be true and correct as at the date made and, in all material
respects, as at the Effective Date;

(f) all of the covenants, obligations and requirements of Spider described in this
Letter Agreement and the Merger Documents will have been satisfied and
complied with;

(g) the Merger shall have been completed by the Completion Deadline;

(h) holders of no more than 7.5% of the outstanding common shares of Spider
exercising any right of dissent in connection with the Merger;

(i) the board of directors of Spider shall have received an opinion from its financialadvisors that the Merger is fair, from a financial point of view, to the SpiderShareholders and all of the directors of Spider who shall have attended themeeting at which the Merger was considered shall have: (i) determined that the Merger is fair to the Spider Shareholders and the Merger is in the best interests of Spider; and (ii) recommended that the Spider Shareholders vote in favour of the Merger;and

(j) the Railway Spinoff shall have been completed.

The KWG Closing Conditions are for the exclusive benefit of KWG and may be waived in whole or in part by it at any time.

SRV