February 12, 2020

Merger Contract Provisions Database - by Topic

Deal Summary: brief overview of transaction and its provisions

Cooperation: amount of cooperation the parties owe each other

Conditions Precedent: antitrust conditions precedent

Defense Strategy: balance of control over the defense strategy

Litigation Commitments: degree to which the parties are required to litigate

Remedy Commitments: extent to which the buyer is obligated to remedy any antitrust concerns through consent decree relief

Reverse Break Fees: consequence if deal not consummated due to failure to obtain antitrust clearance

Termination Provisions: conditions under which the parties may walk away from the agreement