Last night's Frontline episode gives a blow-by-blow of the BoA/Merrill deal in crisp Frontline style. Watch it over lunch at your desk.
For those of you keeping score at home, the material adverse change language is from the merger agreement is below. Having it in front of you will come in handy at certain points while watching the show.
3.8 Absence of Certain Changes or Events. (a)Since June 27, 2008, no event or events have occurred that have had or wouldreasonably be expected to have, either individually or in the aggregate, aMaterial Adverse Effect on Company. As used in this Agreement, the term “MaterialAdverse Effect” means, with respect to Parent or Company, as the case maybe, a material adverse effect on (i) the financial condition, results ofoperations or business of such party and its Subsidiariestaken as a whole (provided, however, that, with respect toclause (i), a “Material Adverse Effect” shall not be deemed to include effectsto the extent resulting from (A) changes, after the date hereof, in GAAP orregulatory accounting requirements applicable generally to companies in the industriesin which such party and its Subsidiaries operate, (B) changes, after the datehereof, in laws, rules, regulations or the interpretation of laws, rules orregulations by Governmental Authorities of general applicability to companiesin the industries in which such party and its Subsidiaries operate, (C) actionsor omissions taken with the prior written consent of the other party orexpressly required by this Agreement, (D) changes in global, national orregional political conditions (including acts of terrorism or war) or generalbusiness, economic or market conditions, including changes generally inprevailing interest rates, currency exchange rates, credit markets and pricelevels or trading volumes in the United States or foreign securities markets,in each case generally affecting the industries in which such party or itsSubsidiaries operate and including changes to any previously correctly appliedasset marks resulting therefrom, (E) the execution of this Agreement or thepublic disclosure of this Agreement or the transactions contemplated hereby,including acts of competitors or losses of employees to the extent resultingtherefrom, (F) failure, in and of itself, to meet earnings projections, but notincluding any underlying causes thereof or (G) changes in the trading price ofa party’s common stock, in and of itself, but not including any underlyingcauses, except, with respect to clauses (A), (B) and (D), to the extent thatthe effects of such change are disproportionately adverse to the financialcondition, results of operations or business of such party and itsSubsidiaries, taken as a whole, as compared to other companies in the industryin which such party and its Subsidiaries operate) or (ii) the ability of suchparty to timely consummate the transactions contemplated by this Agreement.
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