Twitter v. Elon Musk Court Filing by Potter Anderson & Corroon LLP, July 12, 2022 is part of . You can jump to any part in this filing . This is the table of links with all parts. HackerNoon’s Legal PDF Series here C.A. No. 2022-0613-KSJM Case Number: : TWITTER, INC., Plaintiff : ELON R. MUSK, X HOLDINGS I, INC.,and X HOLDINGS II, INC., Defendants : July 12, 2022 Filing Date : THE COURT OF CHANCERY OF THE STATE OF DELAWARE Location TABLE OF LINKS VERIFIED COMPLAINT & NATURE OF THE ACTION THE PARTIES JURISDICTION FACTUAL ALLEGATIONS I - Musk sets his sights on Twitter II. Musk offers to buy Twitter III. The final, agreed-upon deal terms A. Closing Conditions B. Efforts Covenants C. Information Sharing D. Ordinary Course Covenant E. Public Statements and Non-Disparagement F. Termination G. Specific Performance IV. The financing structure V. The market turns VI. Musk grasps for an out A. False or spam accounts B. Defendants’ lawyer letters C. Financial information VII. Defendants materially breach their obligations to work toward closing and refrain from unreasonable withholding of consent to operational changes A. Defendants abandon financing-related efforts and breach section 6.10d B. Musk delays and stymies key operational decisions VIII. Defendants purport to terminate the merger agreement A. Twitter has not breached its information-sharing or cooperation covenants B. Twitter’s representations in its SEC filings supply no basis for termination C. Twitter did not breach the ordinary course covenant D. Having materially breached the merger agreement, defendants are contractually barred from terminating IX. After purporting to terminate, Musk keeps violating and confirms his earlier violations X. Twitter faces irreparable harm absent relief CAUSE OF ACTION (Breach of Contract — Specific Performance & Injunction) PRAYER FOR RELIEF Exhibit H Exhibit J Assorted Chats with/about SBF Conversation with ex-wife Talulah Riley Continue reading here

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