The subject of this work is the admissibility of conditions in public takeover bids under the Securities Acquisition and Takeover Act (WpÜG), which has been in effect since early 2002. The academic examination of this topic is of great practical significance, as issues regarding the admissibility of conditions proposed by the bidder arise in nearly every takeover bid reviewed by the Federal Financial Supervisory Authority (BaFin), and a developing administrative practice of BaFin has emerged since the enactment of the WpÜG. To distinguish between the objective conditions that are prohibited under Section 18 WpÜG and those that are permissible, the doctrinal starting point is elaborated, and the conflicting interests of the bidder and the affected stakeholder groups in the takeover process are analyzed and weighed. Following the examination of the factual basis of Section 18 WpÜG and the forms of conditions encountered in practice, the design possibilities of the Material Adverse Change clause are specifically investigated, through which the bidder seeks to reserve the right to withdraw from their offer in the event that the facts underlying the offer have changed significantly to their detriment.