Conditions precedent
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Conditions precedent Start Comparison
Conditions precedent

Frequency/market practice: Fairly common; besides merger control clearance, which regularly has to be covered by conditions precedent, the agreement may also be subject to the obtaining of certain (legally required) approvals (e.g., by authorities or shareholders) or nonoccurrence of certain material adverse changes prior to completion of the transaction.

Express Material Adverse Event (MAE) closing condition?

Frequency/market practice: Rarely actually agreed, although negotiations on MAE clauses have been seen more often since COVID-19.

Is the MAE general or specific?

Frequency/market practice: This will depend on the negotiations, whereas in the current market environment sellers only accept specific MAE clauses.

Is the MAE quantified?

Frequency/market practice: Very common, if MAE is accepted, it is very common to quantify such events.