Express Material Adverse Event (MAE) closing condition?
Frequency/market practice: Very common. It is rare for a private merger agreement to not contain an MAE closing condition.
Is the MAE general or specific?
Frequency/market practice: The MAE definition is usually general and forward-looking, and generally includes specific carve-outs of events or circumstances that would not constitute an MAE, such as any change in law, acts of God, or changes that are generally applicable to the industries or markets in which the target company operates.