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Musk tried to formally terminate deal, accusing Twitter of sharing fake databy@legalpdf
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Musk tried to formally terminate deal, accusing Twitter of sharing fake data

by Legal PDFNovember 24th, 2022
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Twitter v. Elon Musk Court Filing July 12, 2022 is part of HackerNoon’s Legal PDF Series. Part 23 of 31: .FACTUAL ALLEGATIONS- Defendants purport to terminate the merger agreement

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Twitter v. Elon Musk Court Filing by Potter Anderson & Corroon LLP, July 12, 2022 is part of HackerNoon’s Legal PDF Series. You can jump to any part in this filing here. This is part 23 of 31.

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FACTUAL ALLEGATIONS

VIII. Defendants purport to terminate the merger agreement


123. On July 8, 2022, defendants’ counsel sent a letter to Twitter purporting to terminate the merger agreement.


124. The notice alleges three grounds for termination: (i) purported breach of the information-sharing and cooperation covenants contained in Sections 6.4 and 6.11; (ii) supposed “materially inaccurate representations” incorporated by reference in the merger agreement that allegedly are “reasonably likely to result in” a Company Material Adverse Effect; and (iii) purported failure to comply with the ordinary course covenant by terminating certain employees, slowing hiring, and failing to retain key personnel. Ex. 3. 125. These accusations are pretextual and have no merit.


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