Hypothetical purchase agreement: Hexon and ZTA Hexon, a global US-incorporated oil and gas company, has long been concerned about its lack of exposure to, and expertise in, the fracking of oil and natural gas as an extraction method. As such, Hexon is not involved in any fracking extraction in oil or gas anywhere in the world. To address this, Hexon recently made an offer to buy all the shares in ZTA, a privately owned oil and gas fracking company. The purchase price will be paid in Hexon shares. At Hexon's current share price, the value of the consideration is approximately US$20 billion. You are a lawyer at Dearman & Hurling LLP. You are acting on behalf of ZTA and have just received a mark-up of the share purchase agreement (SPA), the first draft of which was produced by Dearman & Hurling. The mark-up contains several suggested drafting changes. A partner at Dearman & Hurling has asked you to write a memo for the client on the effect of the changes proposed to the MAC clause by Hexon's lawyers. You are not that familiar with fracking as an oil and gas extraction method, but the partner explains to you that fracking is a process that allows oil and gas to be extracted from impermeable rocks. The method involves very high-pressure infusion of water and chemicals into deep wells causing the rocks to crack and release the oil and gas. The fracking method is highly contentious. Its opponents argue that it creates environmental degradation, generates significant amounts of gree