Material Adverse Effect

Material Adverse Effect is a term of art used to denote materiality in a mergers and acquisitions transaction, specifically the negative effect that a particular event may have on a particular business or party. Often defined in the Purchase Agreement […]

Monthly Recurring Revenue

Monthly Recurring Revenue (MRR) is the amount of revenue a company generates from recurring payments in a single month.

Mergers and Acquisition (M&A)

Mergers and Acquisition (M&A) is a term used to refer to the corporate strategy involved in the consolidation of companies.

Memorandum of Understanding

A Memorandum of Understanding is similar to a Letter of Intent and may be used by the parties to indicate the material points of a deal in a non-binding manner prior to executing and negotiating definitive agreements.

Membership Interest Purchase Agreement

A Membership Interest Purchase Agreement is an equity purchase agreement to purchase the Membership Interests or Membership Units of an LLC.

Materiality Scrape

A Materiality Scrape is a provision generally found in purchase agreements (i.e. stock purchase agreement, asset purchase agreement, merger agreement, etc.) that effectively eliminates any materiality qualifiers in representations and warranties for determining whether a breach has occurred in regard […]

Materiality Qualifier

Materiality Qualifier is modifying a part of a contract to require a higher threshold. For example, a “material” breach of a contract requires the bad actor to commit a greater wrong than just a breach of any term of the […]

Material Adverse Change Clause

Material Adverse Change Clause is a contractual provision that states the transaction will not take place if some event occurs. These provisions are found in venture financings.

Majority Shareholder

A Majority Shareholder is a shareholder who owns more shares in the company than any other shareholder.

Major Investors

Major Investors are investors who own a large portion of a company’s shares and as such receive preferential rights. The amount of shares necessary to become a major investor varies among financial documents and companies.