Material adverse change
A negotiated contractual concept used in provisions such as closing conditions or termination rights for sufficiently adverse changes. It does not automatically let a buyer withdraw after any serious setback.
Material adverse change in practice
Hypothetical: a buyer signs in March for a June closing, and the target loses its largest customer in April. Whether that event qualifies, and what right follows, depends on the negotiated definition, carveouts, any disproportionate-effect exception, duration, materiality and applicable law.
Terms Related to Material adverse change
Conditions precedent · SPA / definitive agreement · Due diligence · Reps, warranties & indemnities · All of the glossary