As stated in the motion, "this is a classic case of the purchaser improperly invoking a material adverse change
provision to attempt to avoid its obligations to acquire a business after having buyer's remorse over the price it had agreed to pay.
The transaction is subject to customary closing conditions, including the approval of Sentigen's stockholders, the continuing accuracy of Sentigen's representations and warranties, the lack of any material adverse change
to Sentigen and the execution by Sentigen's Chief Executive Officer of an employment agreement mutually satisfactory to the Chief Executive Officer and Invitrogen.
Fitch notes that the amendment to the credit agreement indicates should there be a declaration of material adverse change
it would not prevent Lennar from drawing down its revolver for the specific purpose of paying off its outstanding commercial paper.