Express Material Adverse Event (MAE) closing condition?
Frequency/market practice: Very common. It is rare for a private merger agreement to not contain some form of 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, changes, or circumstances that would not constitute an MAE, such as war or terrorism, any change in law, general economic, financial, or regulatory conditions, changes in law or accounting standards, acts of God, or changes that are generally applicable to the industries or markets in which the target company operates.