해외 M&A의 ë²•ì  ìŸì  - Sullivan & Cromwell

Material Adverse Effect
continued
Consummation of transaction is conditioned, among other things, on absence
of an effect that is or would reasonably be expected to be material and adverse
to the financial condition, business or results of operations of Target taken as a
whole.
MAE definition typically excludes effects arising from, among other things,
changes of the kind described below; provided that such changes do not have a
materially disproportionate effect on Target relative to other comparable
companies:
‒ changes in general economic, business, regulatory, political or
market conditions or in national or global financial or capital markets
‒ changes in general affecting any of the industries in which Target operates
‒ changes in law
‒ changes in GAAP
‒ announcement of transaction or any action or omission required to be
taken under acquisition agreement
‒ commencement of war or other armed hostilities involving the U.S.
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