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

Answer

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.