www.blakes.com | French

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   Material Adverse Effect (MAE)     Did the MAE definition include the effect on Target's ability to perform its obligations under the transaction agreement?         Subject to the exceptions in the MAE definition: 42%           Was the failure by Target to meet management guidance or analyst projections an exception in the MAE definition?             Did any of the exceptions in the MAE definition have a disproportional effect limitation?         To which of the following exceptions did the disproportional effect limitation in the MAE definition apply?         Go to top