What is a definitive merger agreement and what are the key provisions?

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A definitive agreement (also called DMA, merger agreement, or SPA) is the binding contract that governs an M&A deal. ); (3) Reps & warranties from the seller about the business; (4) Indemnification, who pays if reps were wrong; (5) Material Adverse Change (MAC) clause, the buyer's right to walk if the target's business deteriorates significantly; (6) Termination provisions and break-up fees; (7) Non-compete and non-solicit provisions.

What is a definitive merger agreement and what are the key provisions?

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