The Closing Conditions of Musk-Twitter Deal Prevented the Billionaire from Backing Out | HackerNoon

Feature Image: HackerNoon’s Stable Diffusion AI, Prompt “it's the market, stupid”41. The conditions to closing are few. The transaction is subject to a majority vote of Twitter’s stockholders and to specified regulatory approvals. Id. § 7.1. The deal is also conditioned on the non-occurrence of a Company Material Adverse Effect that is continuing at the time of closing. Id. § 7.2.

Id. Art. I. As one would expect with a “seller friendly” merger agreement, the contract identifies numerous changes, events, and circumstances expressly excluded from the determination of whether a Company Material Adverse Effect has occurred: any condition, change, effect or circumstance generally affecting any of the industries or markets in which the Company or its Subsidiaries operate; general economic, regulatory or political conditions or conditions in the financial, credit or securities markets in the United States or any other country or region in the world; the negotiation, execution, announcement, performance, consummation or existence of this Agreement or the transactions contemplated by this Agreement, including by reason...

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