Plaintiff corporation brought suit to compel Defendant corporation to complete its acquisition of Plaintiff. Defendant claimed that Plaintiff failed to satisfy a condition precedent to performance, namely that there not be a Material Adverse Effect (“MAE”). As per the terms of the Asset Sale and Purchase Agreement, Defendant had neither terminated the agreement nor closed it, but sought to hold Plaintiff to the Agreement’s no-shop clause. The Agreement did not specify a date by which the transaction must close or a time by which Defendant must decide whether to claim a MAE or waive any such claim. In order to avoid Plaintiff being constrained indefinitely, the Court allowed the case to proceed so that a factual analysis could be conducted to set a reasonable deadline for Defendant’s decision.
