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Introduction Transactions Overview Initiation of Transaction Process Lock-up Agreements Management Participation Conditions Transaction Timing Special Meeting Dividends and Other Distributions Material Adverse Effect Interim Period Covenants Representations and Warranties Non-Solicitation Right to Match Alternative Acquisition Proposals Break Fee Reverse Break Fee Expense Reimbursement Specific Performance Appendix A: Methodology Appendix B: Transactions Reviewed Appendix C: Blakes Mergers & Acquisitions Practice   Management Participation     Were Target management and/or directors able to roll over their equity or options into the post-acquisition structure?         If a rollover was available to Target management and/or directors, what securities law requirements were triggered?