Class 7 - Slides - Mergers & Acquisitions Cornell Law...

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1 [NYCorp: 2568627.7] Cornell Law School Fall Semester 2009 Mark I. Greene Richard Hall Cravath, Swaine & Moore LLP
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[NYCorp: 2568627.7] 2 Class 7 Closing Conditions, Termination Rights, More on Break-up Fees
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[NYCorp: 2568627.7] 3 Closing Conditions These excuse one party from the obligation to close Common conditions regulatory approvals an important issue, particularly in certain portions of the energy industry or in any transaction expected to raise serious antitrust issues, is how adverse the conditions on a conditional approval may be in order for the condition still to be satisfied
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[NYCorp: 2568627.7] 4 Closing Conditions Common conditions (cont.) stockholder approvals compliance with agreement materiality qualifiers double materiality accuracy of representations and warranties (the “rep bring down”) absence of material adverse change (the “MAC condition”)
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[NYCorp: 2568627.7] 5 Closing Conditions
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Class 7 - Slides - Mergers & Acquisitions Cornell Law...

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