Thanks Lar. I got it (last click I would have made is on "Material Change Report"...!!!).

"The board of directors of the Receiving Party will review any offer by the Other Party to amend the terms of the Letter Agreement in good faith in order to determine, acting reasonably and exercising its fiduciary duties, whether the Other Party’s offer, upon acceptance by the Receiving Party, would result in the Proposed Agreement not being a Superior Proposal."more favourable....from a financial point of view

Revised 'Translation': Spider's BoD (:with Special Comity advice) will determine in the best interest of Spider' shareholders whether the amendments proposed by KWG to the Letter Agreement would make the Cliffs' bid not more favourable, from a financial point of view, than the merger project.

And time is running, 5 days and nights of meetings, researchs, writings, countings, and a lot of coffees!

Trivial question now: how to arrange a non-cash merger deal in something that can be considered equaly or more favourable to a 109MM cold cash proposal...? Your take! One of the answers could be: a one-minute partner?

GLTA.

BaBe.