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Twitter was required by Musk to provide 'reasonable access' to information. Emphasis on reasonable.by@legalpdf
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Twitter was required by Musk to provide 'reasonable access' to information. Emphasis on reasonable.

by Legal PDFNovember 23rd, 2022
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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 9 of 31: .FACTUAL ALLEGATIONS-The Final, Agreed-upon Term C.Information sharing
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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 9 of 31.

FACTUAL ALLEGATIONS

III - The Final, Agreed-upon Term Deals

C. Information Sharing

48. The merger agreement requires the parties to share certain information with one another in the run-up to closing.


49. Defendants, including Musk, are required to keep Twitter “reasonably informed on a current basis of the status of [their] efforts to arrange and finalize the Financing” and to “promptly provide and respond to any updates reasonably requested by the Company with respect to the status” of those efforts. Id. § 6.10(d)(iv)-(v). For its part, Twitter is required to use its “commercially reasonable best efforts” to assist defendants with arranging financing, but that obligation is qualified: Twitter need not “prepare or provide any financial statements or other financial information” other than the financial information provided to the SEC, nor provide any “other information that is not available to the Company without undue effort or expense.” Id. § 6.11(a). Moreover, Twitter’s obligations under Section 6.11 are its “sole obligation . . . with respect to cooperation in connection with the arrangement of any financing,” and Twitter may be considered to have breached the provision only if a failure by Parent to obtain the committed debt financing is “due solely to a deliberate action or omission taken or omitted to be taken by the Company in material breach of its obligations.” Id.


50. Subject to certain conditions, including entry into a confidentiality agreement, Twitter must provide Parent and its advisors with “reasonable access” to information about its “business, properties and personnel” as defendants “reasonably” request. Id. § 6.4. The information requested must be for a “reasonable business purpose related to the consummation of the transactions contemplated by this Agreement.” Id. (emphasis added). In addition, Twitter can decline a request if in its “reasonable judgment” it determines that compliance would “cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated” or would “violate applicable Law,” including privacy laws. Id. Parent cannot use the information obtained “for any competitive or other purpose unrelated to the consummation of the transactions contemplated by th[e] Agreement.” Id. And Parent must use its “reasonable best efforts to minimize any disruption to” Twitter “that may result from requests for access.” Id.


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