Definition
Signing vs. Closing
Two distinct events: signing the SPA (commitment) and closing the transaction (transfer).
Most deals sign and close simultaneously. When there are conditions precedent — antitrust approval, foreign-investment screening, third-party consents, key-customer non-terminations — signing and closing are split. The gap creates risk: MAE/MAC clauses, interim operating covenants, and break-fees all exist to govern that window.
See also
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