1 Explain how the original definition of "company material adverse effect" (in Dearman & Hurling's first draft of the SPA) distributed the risks associated with the effects of particular events between the buyer, Hexon, and the seller, ZTA. Explain how the changes suggested by Hexon's lawyers alter the distribution of risks between Hexon and ZTA in terms of: The overall effect of the changes; and The specific effects of two particular changes of your choice. Determine the changes that you think should be made to the MAC clause in order to: Protect ZTA's interests; and Find a basis for risk distribution that fairly reflects the types of risk that would, in your view, be appropriate for ZTA to bear. Determine the changes that you think should be made to the MAC clause in order to: Protect ZTA's interests; and Find a basis for risk distribution that fairly reflects the types of risk that would, in your view, be appropriate for ZTA to bear