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Series 79: M&A, Tender Offers & Restructuring
Series 79 practice questioneasyMaterial Adverse Change Clauses

In a typical acquisition agreement, a material adverse change (MAC) clause allows the acquirer to terminate the deal if:

  1. AInterest rates rise nationwide
  2. BA competing bidder emerges
  3. CA significant event disproportionately affects the target company✓ Correct answer
  4. DThe acquirer’s stock price falls by more than 20%
Explanation

Why CA significant event disproportionately affects the target company

A MAC clause is meant to address situations where the target suffers a significant, company-specific adverse event. Traps include confusing general economic issues or unrelated events with true MAC triggers.

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