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Elon backs out of twitter deal

https://twitter.com/disclosetv/status/1525052194084556801
deranged area tank
  05/13/22
Can someone review the closing conditions ? https://www.s...
Territorial indian lodge background story
  05/13/22
When do you need this by? Want to make sure im prioritizi...
Talented Bossy Cumskin
  05/13/22
...
Bat-shit-crazy aromatic space incel
  05/13/22
...
Slate Galvanic Senate
  05/13/22
...
sooty native alpha
  05/13/22
...
Gold Telephone Faggot Firefighter
  05/13/22
...
effete crimson school cafeteria messiness
  05/13/22
...
arrogant mint therapy
  05/13/22
...
Territorial indian lodge background story
  05/13/22
Oh for fucks sake man not this early in the morning
Cerise juggernaut
  05/13/22
...
Violent puppy
  05/13/22
...
deep stock car
  05/13/22
...
Tan stirring sound barrier
  05/13/22
...
Wild rambunctious quadroon property
  05/13/22
Not a rush but early PM would be great. Please bill to clien...
Big ebony electric furnace
  05/13/22
...
harsh trust fund brethren
  05/13/22
...
free-loading hairy legs twinkling uncleanness
  05/13/22
...
arrogant mint therapy
  05/13/22
...
Adventurous hall azn
  05/13/22
Would it be troll if I used this line as a summer asssociate...
exhilarant home voyeur
  05/13/22
...
grizzly marvelous orchestra pit
  05/13/22
...
azure vigorous tanning salon
  05/13/22
"Can't" get the debt is the way out
swashbuckling cobalt bawdyhouse internal respiration
  05/13/22
Severely misstated user #'s would be a company MAE. [as a...
Gold Telephone Faggot Firefighter
  05/13/22
Bonus!
Bearded plaza mad cow disease
  05/13/22
Company Material Adverse Effect” means any change, eve...
Territorial indian lodge background story
  05/13/22
WRONG. Nothing to do with a MAC. Try again.
azure vigorous tanning salon
  05/13/22
Oh, I guess you are right since it is existing info. Just a ...
Gold Telephone Faggot Firefighter
  05/13/22
You are now on the right track. How about some analysis, ma...
azure vigorous tanning salon
  05/13/22
OK. I've got some other deliverables I owe to [Partner X, wh...
Gold Telephone Faggot Firefighter
  05/13/22
Lol at anyone on this deal saying that. You’d be fire...
azure vigorous tanning salon
  05/13/22
A win for me, then.
Gold Telephone Faggot Firefighter
  05/13/22
Fair. Maybe you wouldn’t given how precious corporate...
azure vigorous tanning salon
  05/13/22
[In a real work scenario, I would not share a half-cocked + ...
Gold Telephone Faggot Firefighter
  05/13/22
...
deep stock car
  05/13/22
I anticipate completion by [time I think you won't be awake/...
Tripping rusted church pozpig
  05/13/22
That time does not exist for me. I am certain to reply to e...
azure vigorous tanning salon
  05/13/22
How? Do you not get REM sleep?
Jet sinister sanctuary
  05/13/22
Chuck Norris does not sleep, he lies in wait.
azure vigorous tanning salon
  05/13/22
*eyes bug out of head*
Erotic mildly autistic temple dopamine
  05/13/22
Ohh you’re such a tough, hard-nosed litigator and not ...
clear box office codepig
  05/13/22
They uniformly fantasize about garroting your bloated neck
Rebellious painfully honest masturbator antidepressant drug
  05/13/22
...
Tan stirring sound barrier
  05/13/22
...
Adventurous hall azn
  05/13/22
Ordinary course of business covenant? From AB Stable VI...
exhilarant home voyeur
  05/13/22
No
azure vigorous tanning salon
  05/13/22
Elon's priority far above all else is staying in the news at...
Odious Hideous Queen Of The Night Location
  05/13/22
He is a business magnet.
Talented Bossy Cumskin
  05/13/22
He's a diaper.
Slate Galvanic Senate
  05/13/22
🤔
deep stock car
  05/13/22
...
jet-lagged dilemma
  05/13/22
📈 🧲
Avocado whorehouse
  05/13/22
This is CR. He did the same with crypto. 1. Acts supre...
Onyx Razzmatazz Ticket Booth
  05/13/22
He has more Twitter followers than Trump did when he was kic...
deep stock car
  05/13/22
...
Lavender racy party of the first part international law enforcement agency
  05/13/22
...
ultramarine hell depressive
  05/13/22
...
Gold Telephone Faggot Firefighter
  05/13/22
To be fair, LOL @ anyone who thinks twitter traffic is <...
180 sable stag film
  05/13/22
cr its probably 50% bots
mentally impaired heaven
  05/13/22
At the very least. I think its closer to 70% actually.
deep stock car
  05/13/22
there are only 217mm users compared to almost 3bn on FB. I d...
Tan stirring sound barrier
  05/13/22
FB numbers are cooked too. Have you ever followed a rando...
deep stock car
  05/13/22
The MAGA contingent is largely real.
180 sable stag film
  05/13/22
yes, it’s obviously a lot harder to believe that half ...
Tan stirring sound barrier
  05/13/22
are the FB numbers counting everyone with a Whatsapp number?...
swashbuckling cobalt bawdyhouse internal respiration
  05/13/22
maybe IG too, who knows
Tan stirring sound barrier
  05/13/22
he’s gonna use the real number to Jew them down on the...
Tan stirring sound barrier
  05/13/22
Elon already knew about the bots and was pledging to do some...
effete crimson school cafeteria messiness
  05/13/22
he’s not backing out, just a typical flame thread titl...
Tan stirring sound barrier
  05/13/22
Price negotiations.
Gold Telephone Faggot Firefighter
  05/13/22
He made his bid at what might be the height of a tech bubble...
bull headed abusive toaster public bath
  05/13/22
Public exposure mainly, which will aid in price negotiations...
deep stock car
  05/13/22
Staff departures have gotten to him
jade arousing rehab associate
  05/13/22
...
sooty native alpha
  05/13/22
...
bonkers multi-billionaire
  05/13/22
The stock market crash leading him to want to renew negotiat...
Dashing idiot
  05/13/22
...
ultramarine hell depressive
  05/13/22
He just wants to drive down the price be threatening to walk...
Big ebony electric furnace
  05/13/22
...
Gold Telephone Faggot Firefighter
  05/13/22
...
nubile affirmative action mexican
  05/13/22
*Trump smiling and nodding appreciatively*
Spectacular unholy spot
  05/13/22
Elon doesn't necessarily want Twitter, he just wants to dive...
Razzle field
  05/13/22
this is dumb. diversification is for pools and Twitter is a ...
Tan stirring sound barrier
  05/13/22
So, you can't read and you don't know what diversification m...
Razzle field
  05/13/22
Isn’t that just called diligence? And if it’s a...
Adventurous hall azn
  05/13/22
Now someone is getting warmer. But it has nothing to do wit...
azure vigorous tanning salon
  05/13/22
Ok since you are making it into a game I will try again. But...
Gold Telephone Faggot Firefighter
  05/13/22
5 or 10% off on a number ain't anywhere close to MAE
swashbuckling cobalt bawdyhouse internal respiration
  05/13/22
It has nothing to do with a MAC/MAE. I’d fire you al...
azure vigorous tanning salon
  05/13/22
I'm just talking about materiality not MAC/MAE.
Gold Telephone Faggot Firefighter
  05/13/22
I replied to the pumo above you.
azure vigorous tanning salon
  05/13/22
Oh.
Gold Telephone Faggot Firefighter
  05/13/22
This is how you reply to counsel on the other side of the de...
azure vigorous tanning salon
  05/13/22
you're a massive idiot and don't have the slightest clue how...
swashbuckling cobalt bawdyhouse internal respiration
  05/13/22
I do, and maybe I am being a bit misleading with my response...
azure vigorous tanning salon
  05/13/22
That's a fine negotiating position, mighty fine, but this is...
Gold Telephone Faggot Firefighter
  05/13/22
So close. Except the 5% wasn’t in the proxy. What&rs...
azure vigorous tanning salon
  05/13/22
Thanks, not sure I'm following. Can we discuss live?
Territorial indian lodge background story
  05/13/22
No.
azure vigorous tanning salon
  05/13/22
8.1(d)(i) (termination provision) provides for notice + an o...
Gold Telephone Faggot Firefighter
  05/13/22
You are a few steps ahead and cite a frankly irrelevant prov...
azure vigorous tanning salon
  05/13/22
Just give us the answer already
primrose hominid
  05/13/22
What’s the fun in that game? (Or you are a STB or WSG...
azure vigorous tanning salon
  05/13/22
I'm inhouse so i need answers now. I can't just bill the cli...
primrose hominid
  05/13/22
Oh I guess 6.4 (access to info), which provides: Section ...
Gold Telephone Faggot Firefighter
  05/13/22
that’s just the mechanism for obtaining info, doesn&rs...
gaped rigor
  05/13/22
I think we crossed streams. See http://www.autoadmit.com/thr...
Gold Telephone Faggot Firefighter
  05/13/22
In Section 4.6(b), Twitter & subs represent and warrant ...
Gold Telephone Faggot Firefighter
  05/13/22
Keep trying. 4.6(a) is the 10b-5 rep.
azure vigorous tanning salon
  05/13/22
Let me try actually reading some background instead of just ...
Gold Telephone Faggot Firefighter
  05/13/22
it doesn't matter unless it's an MAE right?
Rough-skinned shimmering filthpig locale
  05/13/22
That is not my reading. Check out Section 7.2(b) (quoted ...
Gold Telephone Faggot Firefighter
  05/13/22
18% down on the first tweet, second tweet, “committed ...
azure vigorous tanning salon
  05/13/22
Elon could make billions if he decided to profit off his twe...
bull headed abusive toaster public bath
  05/13/22
He made billions on DOGE
primrose hominid
  05/13/22
This is the fascinating aspect of it. Every word Musk sa...
comical self-centered dragon theater
  05/13/22
...
Gold Telephone Faggot Firefighter
  05/13/22
Can't you get into trouble for that?
Salmon low-t station organic girlfriend
  05/13/22
We don't know man, what is this a law board?
Odious Hideous Queen Of The Night Location
  05/13/22
No law school admissions. We're all prospective students.
Salmon low-t station organic girlfriend
  05/13/22
No one knows. If it involves his companies, yes, theoretica...
Adventurous hall azn
  05/13/22
lobbing in tweets like mortars to move the price
Confused wrinkle clown
  05/13/22
lol there is zero chance bots comprise only 5% of active use...
Stimulating Office
  05/13/22
It’s likely 50-70%
Kink-friendly Tattoo Market
  05/13/22
...
splenetic parlor
  05/13/22
...
wonderful alcoholic double fault range
  05/13/22
So uh what is breach that gets him out of it? or otherwis...
vibrant honey-headed address mother
  05/13/22
As you can see from the subthreads above, no one knows
primrose hominid
  05/13/22
it's tank the financing and pay 1 billion, or claim a breach...
swashbuckling cobalt bawdyhouse internal respiration
  05/13/22
why is it obviously isn't? the number of bots is half of tw...
Kink-friendly Tattoo Market
  05/13/22
JFC. Was that true or not true the day the contract was sig...
Adventurous hall azn
  05/13/22
twitter claims that bots are < 5% of its users. its a ri...
Kink-friendly Tattoo Market
  05/13/22
So you don’t know what an MAE is? It needs to be somet...
Adventurous hall azn
  05/13/22
How do these two things interact?
azure vigorous tanning salon
  05/13/22
(Wesley R. Johnson)
Gold Telephone Faggot Firefighter
  05/13/22
...
purple abode dog poop
  05/13/22
...
sooty native alpha
  05/13/22
...
Adventurous hall azn
  05/13/22
...
jet-lagged dilemma
  05/13/22
Can’t believe it took this long for the meme to appear...
azure vigorous tanning salon
  05/13/22
...
Naked supple useless brakes
  05/13/22
What if it was him the whole time?
Adventurous hall azn
  05/13/22
...
bull headed abusive toaster public bath
  05/16/22
hopefully just posturing
seedy topaz stage psychic
  05/13/22
Free speech Twitter actually sounds like it could be pretty ...
maroon menage potus
  05/13/22
Literally the only reason XO hangs on by a thread is because...
Adventurous hall azn
  05/13/22
obviously the solution is free speech but allow users to set...
Kink-friendly Tattoo Market
  05/13/22
...
seedy topaz stage psychic
  05/13/22
...
gaped rigor
  05/13/22
Can't control the top-down narrative that way hoss
vibrant honey-headed address mother
  05/13/22
Rate this analysis. I get the sense the author doesn't know ...
Coral Dead Candlestick Maker Garrison
  05/14/22
His analysis is underbaked and far too general. He tries to ...
Gold Telephone Faggot Firefighter
  05/14/22
So do a better one (agree with the assessment of his). How ...
azure vigorous tanning salon
  05/14/22
You are giving the guy on Twitter a favorable review?
Coral Dead Candlestick Maker Garrison
  05/14/22
It's too much work for this forum; as you say, would need to...
Gold Telephone Faggot Firefighter
  05/16/22


Poast new message in this thread



Reply Favorite

Date: May 13th, 2022 6:19 AM
Author: deranged area tank

https://twitter.com/disclosetv/status/1525052194084556801

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504257)



Reply Favorite

Date: May 13th, 2022 6:39 AM
Author: Territorial indian lodge background story

Can someone review the closing conditions ?

https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504270)



Reply Favorite

Date: May 13th, 2022 7:06 AM
Author: Talented Bossy Cumskin

When do you need this by?

Want to make sure im prioritizing your needs correctly.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504303)



Reply Favorite

Date: May 13th, 2022 7:09 AM
Author: Bat-shit-crazy aromatic space incel



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504308)



Reply Favorite

Date: May 13th, 2022 7:13 AM
Author: Slate Galvanic Senate



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504316)



Reply Favorite

Date: May 13th, 2022 7:21 AM
Author: sooty native alpha



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504321)



Reply Favorite

Date: May 13th, 2022 8:09 AM
Author: Gold Telephone Faggot Firefighter



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504417)



Reply Favorite

Date: May 13th, 2022 8:09 AM
Author: effete crimson school cafeteria messiness



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504418)



Reply Favorite

Date: May 13th, 2022 8:16 AM
Author: arrogant mint therapy



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504442)



Reply Favorite

Date: May 13th, 2022 8:21 AM
Author: Territorial indian lodge background story



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504452)



Reply Favorite

Date: May 13th, 2022 8:21 AM
Author: Cerise juggernaut

Oh for fucks sake man not this early in the morning

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504455)



Reply Favorite

Date: May 13th, 2022 10:14 AM
Author: Violent puppy



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504898)



Reply Favorite

Date: May 13th, 2022 8:21 AM
Author: deep stock car



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504456)



Reply Favorite

Date: May 13th, 2022 8:23 AM
Author: Tan stirring sound barrier



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504465)



Reply Favorite

Date: May 13th, 2022 8:35 AM
Author: Wild rambunctious quadroon property



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504500)



Reply Favorite

Date: May 13th, 2022 8:40 AM
Author: Big ebony electric furnace

Not a rush but early PM would be great. Please bill to client dev.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504522)



Reply Favorite

Date: May 13th, 2022 12:46 PM
Author: harsh trust fund brethren



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505874)



Reply Favorite

Date: May 13th, 2022 2:45 PM
Author: free-loading hairy legs twinkling uncleanness



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506520)



Reply Favorite

Date: May 13th, 2022 3:56 PM
Author: arrogant mint therapy



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506957)



Reply Favorite

Date: May 13th, 2022 9:01 AM
Author: Adventurous hall azn



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504563)



Reply Favorite

Date: May 13th, 2022 9:43 AM
Author: exhilarant home voyeur

Would it be troll if I used this line as a summer asssociate?

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504703)



Reply Favorite

Date: May 13th, 2022 10:14 AM
Author: grizzly marvelous orchestra pit



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504905)



Reply Favorite

Date: May 13th, 2022 7:07 AM
Author: azure vigorous tanning salon



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504306)



Reply Favorite

Date: May 13th, 2022 7:12 AM
Author: swashbuckling cobalt bawdyhouse internal respiration

"Can't" get the debt is the way out

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504313)



Reply Favorite

Date: May 13th, 2022 8:07 AM
Author: Gold Telephone Faggot Firefighter

Severely misstated user #'s would be a company MAE.

[as a bonus, if Twitter misstated materially its user #'s in past filings, there will likely be a class action suit.]

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504413)



Reply Favorite

Date: May 13th, 2022 8:21 AM
Author: Bearded plaza mad cow disease

Bonus!

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504454)



Reply Favorite

Date: May 13th, 2022 8:21 AM
Author: Territorial indian lodge background story

Company Material Adverse Effect” means any change, event, effect or circumstance which, individually or in the aggregate, has resulted in or would reasonably be expected to result in a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided, however, that changes, events, effects or circumstances which, directly or indirectly, to the extent they relate to or result from the following shall be excluded from, and not taken into account in, the determination of Company Material Adverse Effect: (i) any condition, change, effect or circumstance generally affecting any of the industries or markets in which the Company or its Subsidiaries operate; (ii) any change in any Law or GAAP (or changes in interpretations of any Law or GAAP); (iii) general economic, regulatory or political conditions (or changes therein) or conditions (or changes therein) in the financial, credit or securities markets (including changes in interest or currency exchange rates) in the United States or any other country or region in the world; (iv) any acts of God, force majeure events, natural disasters, terrorism, cyberattack, data breach, armed hostilities, sabotage, war or any escalation or worsening of any of the foregoing; (v) any epidemics, pandemics or contagious disease outbreaks (including COVID-19) and any political or social conditions, including civil unrest, protests and public demonstrations or any other COVID-19 Measures that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including COVID-19) or any change in such COVID-19 Measures, directive, pronouncement or guideline or interpretation thereof, or any continuation or of any of the foregoing, in the United States or any other country or region in the world; (vi) the negotiation, execution, announcement, performance, consummation or existence of this Agreement or the transactions contemplated by this Agreement, including (A) by reason of the identity of Elon Musk, Parent or any of their Affiliates or their respective financing sources, or any communication by Parent or any of its Affiliates or their respective financing sources, including regarding their plans or intentions with respect to the conduct of the business of the Company or any of its Subsidiaries and (B) any litigation, claim or legal proceeding threatened or initiated against Parent, Acquisition Sub, the Company or any of their respective Affiliates, officers or directors, in each case, arising out of or relating to the this Agreement or the transactions contemplated by this Agreement, and including the impact of any of the foregoing on any relationships with customers, suppliers, vendors, collaboration partners, employees, unions or regulators; (vii) any action taken pursuant to the terms of this Agreement or with the consent or at the direction of Parent or Acquisition Sub (or any action not taken as a result of the failure of Parent to consent to any action requiring Parent’s consent pursuant to Section 6.1); (viii) any changes in the market price or trading volume of the Company Common Stock, any failure by the Company or its Subsidiaries to meet internal, analysts’ or other earnings estimates or financial projections or forecasts for any period, any changes in credit ratings and any changes in any analysts’ recommendations or ratings with respect to the Company or any of its Subsidiaries (provided that the facts or occurrences giving rise to or contributing to such changes or failure that are not otherwise excluded from the definition of “Company Material Adverse Effect” may be taken into account in determining whether there has been a Company Material Adverse Effect); and (ix) any matter disclosed in the Company SEC Documents filed by the Company prior to the date of this Agreement (other than any disclosures set forth under the headings “Risk Factors” or “Forward-Looking Statements”).

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504457)



Reply Favorite

Date: May 13th, 2022 8:22 AM
Author: azure vigorous tanning salon

WRONG. Nothing to do with a MAC. Try again.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504460)



Reply Favorite

Date: May 13th, 2022 8:25 AM
Author: Gold Telephone Faggot Firefighter

Oh, I guess you are right since it is existing info. Just a material misstatement, then. (Sorry, I am particularly retarded this morning. Very tired.)



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504473)



Reply Favorite

Date: May 13th, 2022 8:29 AM
Author: azure vigorous tanning salon

You are now on the right track. How about some analysis, maybe with citations to the relevant provisions of the merger agreement?

This took me under .5.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504489)



Reply Favorite

Date: May 13th, 2022 8:32 AM
Author: Gold Telephone Faggot Firefighter

OK. I've got some other deliverables I owe to [Partner X, who hopefully outranks you] on the [more lucrative case]. As soon as those go out, I will flyspeck the agreement and refresh myself on the relevant points of law and send you my analysis. I anticipate completion by [time I think you won't be awake/paying attention], let me know if that doesn't work. Many thanks.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504493)



Reply Favorite

Date: May 13th, 2022 8:33 AM
Author: azure vigorous tanning salon

Lol at anyone on this deal saying that. You’d be fired on the spot.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504495)



Reply Favorite

Date: May 13th, 2022 8:33 AM
Author: Gold Telephone Faggot Firefighter

A win for me, then.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504497)



Reply Favorite

Date: May 13th, 2022 8:40 AM
Author: azure vigorous tanning salon

Fair. Maybe you wouldn’t given how precious corporate associates are these days.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504520)



Reply Favorite

Date: May 13th, 2022 8:42 AM
Author: Gold Telephone Faggot Firefighter

[In a real work scenario, I would not share a half-cocked + retarded answer and my response to your above poast would have been along the lines of, "Will do. Thanks." Even so, I am not at all built for corporate law.]

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504524)



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Date: May 13th, 2022 8:41 AM
Author: deep stock car



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504523)



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Date: May 13th, 2022 9:02 AM
Author: Tripping rusted church pozpig

I anticipate completion by [time I think you won't be awake/paying attention],

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504566)



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Date: May 13th, 2022 9:27 AM
Author: azure vigorous tanning salon

That time does not exist for me. I am certain to reply to emails from associates within 2mins almost 24/7.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504645)



Reply Favorite

Date: May 13th, 2022 9:46 AM
Author: Jet sinister sanctuary

How? Do you not get REM sleep?

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504723)



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Date: May 13th, 2022 9:47 AM
Author: azure vigorous tanning salon

Chuck Norris does not sleep, he lies in wait.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504729)



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Date: May 13th, 2022 1:06 PM
Author: Erotic mildly autistic temple dopamine

*eyes bug out of head*

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505972)



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Date: May 13th, 2022 12:21 PM
Author: clear box office codepig

Ohh you’re such a tough, hard-nosed litigator and not a fat, pathetic, childless moron! You must be so rich and happy!

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505724)



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Date: May 13th, 2022 2:42 PM
Author: Rebellious painfully honest masturbator antidepressant drug

They uniformly fantasize about garroting your bloated neck

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506503)



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Date: May 13th, 2022 3:21 PM
Author: Tan stirring sound barrier



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506783)



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Date: May 13th, 2022 5:21 PM
Author: Adventurous hall azn



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44507371)



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Date: May 13th, 2022 9:55 AM
Author: exhilarant home voyeur

Ordinary course of business covenant?

From AB Stable VIII LLC v. Maps Hotels and Restaurants: The ordinary course of business covenant recognizes that the buyer has contracted to buy a specific business with particular attributes that operates in an established way. Therefore, even without a change in valuation, a significant change in how the business operates can threaten the fundamentals of the deal. Provides an additional and greater level of protection to ensure that the business of the target will be substantially the same at closing as it was on the date the agreement was signed.

If MAE fails this is usually second resort to get out of the deal.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504765)



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Date: May 13th, 2022 10:39 AM
Author: azure vigorous tanning salon

No

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505051)



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Date: May 13th, 2022 7:06 AM
Author: Odious Hideous Queen Of The Night Location

Elon's priority far above all else is staying in the news at all times. He is a hype factory more than anything and it's how he hyped Tesla to a completely massive valuation.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504304)



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Date: May 13th, 2022 7:07 AM
Author: Talented Bossy Cumskin

He is a business magnet.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504305)



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Date: May 13th, 2022 7:13 AM
Author: Slate Galvanic Senate

He's a diaper.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504315)



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Date: May 13th, 2022 8:26 AM
Author: deep stock car

🤔

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504479)



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Date: May 13th, 2022 12:16 PM
Author: jet-lagged dilemma



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505698)



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Date: May 13th, 2022 7:15 PM
Author: Avocado whorehouse

📈 🧲

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44507903)



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Date: May 13th, 2022 8:25 AM
Author: Onyx Razzmatazz Ticket Booth

This is CR.

He did the same with crypto.

1. Acts supremely interested in BTC, as if he's learning about it for the first time (8 years after it was created, and he's a paypal inventor)

2. publicizes buy-in

3. Acts shocked to learn about energy consumption (months later)

4. publicly criticizes btc, crashes it

Its just nonstop manufactured drama

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504471)



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Date: May 13th, 2022 8:28 AM
Author: deep stock car

He has more Twitter followers than Trump did when he was kicked off.

He has a duty to keep producing CONTENT.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504484)



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Date: May 13th, 2022 8:30 AM
Author: Lavender racy party of the first part international law enforcement agency



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504491)



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Date: May 13th, 2022 8:36 AM
Author: ultramarine hell depressive



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504504)



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Date: May 13th, 2022 8:39 AM
Author: Gold Telephone Faggot Firefighter



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504513)



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Date: May 13th, 2022 7:14 AM
Author: 180 sable stag film

To be fair,

LOL @ anyone who thinks twitter traffic is < 5% bot.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504317)



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Date: May 13th, 2022 7:14 AM
Author: mentally impaired heaven

cr its probably 50% bots

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504319)



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Date: May 13th, 2022 8:26 AM
Author: deep stock car

At the very least. I think its closer to 70% actually.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504478)



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Date: May 13th, 2022 8:28 AM
Author: Tan stirring sound barrier

there are only 217mm users compared to almost 3bn on FB. I doubt only 60mm are real users

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504485)



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Date: May 13th, 2022 8:39 AM
Author: deep stock car

FB numbers are cooked too.

Have you ever followed a random conversation/interactions with like a Musk Tweet? Click through on who retweets/answers and look at their bios/timelines and see if you think they’re real people.

Twitter is just a tool for them to push out a message and give it the veneer of legitimacy/public support, that they can launder in articles. It’s function is manufacturing consent, to use a Chomsky term. Same as what a “push poll” function is.

It’s just celebrities (who are on the dole/have scripts to follow), politicians (same), a small army of “journalists” and lib blue checkmarks who propagate out these opinions, and the rest is an army of millions of bots to retweet and give an aura of interaction.

Real non-celebrity actual people are a small percentage of the whole thing.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504514)



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Date: May 13th, 2022 8:47 AM
Author: 180 sable stag film

The MAGA contingent is largely real.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504537)



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Date: May 13th, 2022 8:57 AM
Author: Tan stirring sound barrier

yes, it’s obviously a lot harder to believe that half the world actually used FB. but it’s not hard to believe that 200mm people use Twitter

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504552)



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Date: May 13th, 2022 8:59 AM
Author: swashbuckling cobalt bawdyhouse internal respiration

are the FB numbers counting everyone with a Whatsapp number? That's literally trillions of ppl in places like India and Indonesia and shit.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504555)



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Date: May 13th, 2022 9:00 AM
Author: Tan stirring sound barrier

maybe IG too, who knows

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504559)



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Date: May 13th, 2022 8:12 AM
Author: Tan stirring sound barrier

he’s gonna use the real number to Jew them down on the price

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504427)



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Date: May 13th, 2022 8:10 AM
Author: effete crimson school cafeteria messiness

Elon already knew about the bots and was pledging to do something about them. What’s the real reason for this? Deep state pressure?

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504422)



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Date: May 13th, 2022 8:14 AM
Author: Tan stirring sound barrier

he’s not backing out, just a typical flame thread title

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504435)



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Date: May 13th, 2022 8:14 AM
Author: Gold Telephone Faggot Firefighter

Price negotiations.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504436)



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Date: May 13th, 2022 10:26 AM
Author: bull headed abusive toaster public bath

He made his bid at what might be the height of a tech bubble, when most of his $$$ is an an overvalued tech stock. Tsla is already down 25% from when he made his bid. Twtr is down 10% on this news.

What would twtr be trading at right now but for the musk bid? It was in the 30s in March. ARKK has gone down about 30% since March. I could definitely see Twitter trading at 20s or lower but for Musk

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504967)



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Date: May 13th, 2022 8:24 AM
Author: deep stock car

Public exposure mainly, which will aid in price negotiations (as Adolf pointed out)

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504468)



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Date: May 13th, 2022 8:37 AM
Author: jade arousing rehab associate

Staff departures have gotten to him

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504508)



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Date: May 13th, 2022 8:43 AM
Author: sooty native alpha



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504527)



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Date: May 13th, 2022 5:25 PM
Author: bonkers multi-billionaire



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44507390)



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Date: May 13th, 2022 8:37 AM
Author: Dashing idiot

The stock market crash leading him to want to renew negotiations on price

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504509)



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Date: May 13th, 2022 8:40 AM
Author: ultramarine hell depressive



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504519)



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Date: May 13th, 2022 8:47 AM
Author: Big ebony electric furnace

He just wants to drive down the price be threatening to walk. Why pay $44b when you can pay $41b?

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504535)



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Date: May 13th, 2022 9:03 AM
Author: Gold Telephone Faggot Firefighter



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504571)



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Date: May 13th, 2022 10:08 AM
Author: nubile affirmative action mexican



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504860)



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Date: May 13th, 2022 12:20 PM
Author: Spectacular unholy spot

*Trump smiling and nodding appreciatively*

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505719)



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Date: May 13th, 2022 3:17 PM
Author: Razzle field

Elon doesn't necessarily want Twitter, he just wants to diversify his wealth. Twitter was a great excuse to sell some tesla without spooking investors. So, he pretended to want to buy twitter, sold $5bn of tesla, then *whoops* the deal fell though.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506746)



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Date: May 13th, 2022 3:19 PM
Author: Tan stirring sound barrier

this is dumb. diversification is for pools and Twitter is a much more volatile and fragile store of wealth than Tesla

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506762)



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Date: May 13th, 2022 3:20 PM
Author: Razzle field

So, you can't read and you don't know what diversification means.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506772)



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Date: May 13th, 2022 9:02 AM
Author: Adventurous hall azn

Isn’t that just called diligence? And if it’s a material rep…

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504567)



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Date: May 13th, 2022 9:30 AM
Author: azure vigorous tanning salon

Now someone is getting warmer. But it has nothing to do with diligence.



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504651)



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Date: May 13th, 2022 9:41 AM
Author: Gold Telephone Faggot Firefighter

Ok since you are making it into a game I will try again. But still lazily.

There's a 10b-5 rep (section 4.7). The 10b-5 rep is a material warranty. The # of active users is info that has to be reported since it goes to the calculation of revenues/profits and hence falls under the 10b-5 rep, and if misstated by more than 5% would be material. Under 7.2(b)(i), the 10b-5 rep has to be true as of the time of the merger. So Elon can walk if Twitter materially misstated user #'s.

Pertinent provisions quoted below. (The 5% threshold is from 2d Cir. caselaw and SEC guidance we are all familiar with.)

"Section 4.7 Information Supplied. None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries expressly for inclusion or incorporation by reference in the proxy statement relating to the matters to be submitted to the Company’s stockholders at the Company Stockholders’ Meeting (such proxy statement and any amendments or supplements thereto, the “Proxy Statement”) shall, at the time the Proxy Statement is first mailed to the Company’s stockholders and at the time of the Company Stockholders’ Meeting to be held in connection with the Merger, contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading at such applicable time, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied, or required to be supplied, by Parent or its Representatives in writing expressly for inclusion therein. The Proxy Statement will comply as to form in all material respects with the provisions of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder."

***

(b) (i) each of the representations and warranties of the Company contained in this Agreement (except for the representations and warranties contained in Section 4.2(a) and Section 4.2(b)), without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, shall be true and correct as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except for such failures to be true and correct as would not have a Company Material Adverse Effect; and (ii) each of the representations and warranties contained in Section 4.2(a) and Section 4.2(b) shall be shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct in all material respects as of such specific date only); and



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504692)



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Date: May 13th, 2022 9:42 AM
Author: swashbuckling cobalt bawdyhouse internal respiration

5 or 10% off on a number ain't anywhere close to MAE

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504696)



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Date: May 13th, 2022 9:46 AM
Author: azure vigorous tanning salon

It has nothing to do with a MAC/MAE. I’d fire you all.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504720)



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Date: May 13th, 2022 9:47 AM
Author: Gold Telephone Faggot Firefighter

I'm just talking about materiality not MAC/MAE.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504726)



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Date: May 13th, 2022 9:55 AM
Author: azure vigorous tanning salon

I replied to the pumo above you.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504766)



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Date: May 13th, 2022 10:00 AM
Author: Gold Telephone Faggot Firefighter

Oh.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504802)



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Date: May 13th, 2022 10:13 AM
Author: azure vigorous tanning salon

This is how you reply to counsel on the other side of the deal not meaning to.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504891)



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Date: May 13th, 2022 1:57 PM
Author: swashbuckling cobalt bawdyhouse internal respiration

you're a massive idiot and don't have the slightest clue how a PUBLIC COMPANY merger agreement works. HTH.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506234)



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Date: May 13th, 2022 5:26 PM
Author: azure vigorous tanning salon

I do, and maybe I am being a bit misleading with my responses in regards to my game, but I want to see if anyone comes out of the woodwork and knows how the game is played.



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44507399)



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Date: May 13th, 2022 9:46 AM
Author: Gold Telephone Faggot Firefighter

That's a fine negotiating position, mighty fine, but this is about just materiality, not an MAE/MAC, on which see SEC’s Staff Accounting Bulletin No. 99; Landmen Partners, Inc. v. The Blackstone Group, L.P. https://law.justia.com/cases/federal/appellate-courts/ca2/09-4426/09-4426_opn-2011-03-27.html

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504724)



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Date: May 13th, 2022 9:45 AM
Author: azure vigorous tanning salon

So close. Except the 5% wasn’t in the proxy. What’s the relevant provision?

Why did he tweet he was asking for confirmation? What provision governs?

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504714)



Reply Favorite

Date: May 13th, 2022 9:54 AM
Author: Territorial indian lodge background story

Thanks, not sure I'm following. Can we discuss live?

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504762)



Reply Favorite

Date: May 13th, 2022 9:57 AM
Author: azure vigorous tanning salon

No.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504774)



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Date: May 13th, 2022 10:00 AM
Author: Gold Telephone Faggot Firefighter

8.1(d)(i) (termination provision) provides for notice + an opportunity to cure.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504797)



Reply Favorite

Date: May 13th, 2022 10:12 AM
Author: azure vigorous tanning salon

You are a few steps ahead and cite a frankly irrelevant provision.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504888)



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Date: May 13th, 2022 10:28 AM
Author: primrose hominid

Just give us the answer already

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504975)



Reply Favorite

Date: May 13th, 2022 10:32 AM
Author: azure vigorous tanning salon

What’s the fun in that game? (Or you are a STB or WSGR associate ….)

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505009)



Reply Favorite

Date: May 13th, 2022 10:46 AM
Author: primrose hominid

I'm inhouse so i need answers now. I can't just bill the client for the time spent debating the finer points of this deal. Thank

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505090)



Reply Favorite

Date: May 13th, 2022 11:17 AM
Author: Gold Telephone Faggot Firefighter

Oh I guess 6.4 (access to info), which provides:

Section 6.4 Access to Information; Confidentiality. UPON REASONABLE NOTICE, the Company shall (and shall cause each of its Subsidiaries to) afford to the representatives, officers, directors, employees, agents, attorneys, accountants and financial advisors (“Representatives”) of Parent reasonable access ... upon reasonable written notice [redundancy in original] ... to the properties, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be requested in writing, in each case, for any reasonable business purpose related to the consummation of the transactions contemplated by this Agreement[.]

(emph. via all-caps).



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505305)



Reply Favorite

Date: May 13th, 2022 11:28 AM
Author: gaped rigor

that’s just the mechanism for obtaining info, doesn’t shed any light on the motivation for the tweet or any other strategic reasoning behind musk’s actions

relevant to rep in 5.5 on information supplied, ie u claim less than 5% FRAUD user$ now prove it (u can’t)?

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505375)



Reply Favorite

Date: May 13th, 2022 11:30 AM
Author: Gold Telephone Faggot Firefighter

I think we crossed streams. See http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505363



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505381)



Reply Favorite

Date: May 13th, 2022 11:26 AM
Author: Gold Telephone Faggot Firefighter

In Section 4.6(b), Twitter & subs represent and warrant that their filed consolidated financials "fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries. (Section 4.7, which is a bit belt-and-suspenders but more of a catch-all, is the 10b-5 rep I mentioned).

Elon has a duty to make best efforts (mutual covenant) to make deal happen and to notify Twitter of any breach or threatened breach of the financing conditions.

Twitter could amend its consolidated financials for the last period.

Hence, what Elon is doing is threatening Twitter that they will either have to correct their financials (suffering decline in value and bettering his position) or else he'll potentially be entitled to the $1bn break fee.

[[[On materiality: note 9.3(c) ("When used in reference to the Company or its Subsidiaries, the term 'material' shall be measured against the Company and its Subsidiaries, taken as a whole."); 1.01 (noting the agreement "may apply contractual standards of 'materiality' that are different from 'materiality' under applicable securities laws").]]]



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505363)



Reply Favorite

Date: May 13th, 2022 12:14 PM
Author: azure vigorous tanning salon

Keep trying. 4.6(a) is the 10b-5 rep.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505685)



Reply Favorite

Date: May 13th, 2022 1:39 PM
Author: Gold Telephone Faggot Firefighter

Let me try actually reading some background instead of just ctrl+f'ing through the contract.

Elon said, "Twitter deal temporarily on hold pending details supporting calculation that spam/fake accounts do indeed represent less than 5% of users." https://twitter.com/elonmusk/status/1525049369552048129

Elon linked to a Reuters article reporting on an SEC disclosure that Twitter had made a few days after the parties enter into the merger agreement.

The article is here: https://www.reuters.com/technology/twitter-estimates-spam-fake-accounts-represent-less-than-5-users-filing-2022-05-02/

The disclosure referenced in the article is here: https://www.sec.gov/ix?doc=/Archives/edgar/data/1418091/000119312521055879/d274932d8k.htm

The disclosure cautions that it is merely being disclosed under Reg. FD---which prohibits selective disclosure of material nonpublic info, but doesn't implicate the antifraud provisions of the securities laws---and not filed under the Exchange Act or Securities Act.

And the disclosure is wishy-washy in that it seems couched in language of opinion: "Twitter applied significant judgment, so its estimation of false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or spam accounts could be higher than Twitter has estimated."

* * *

Put all this together with the provisions discussed previous, and it would appear Elon is trying to get Twitter to make specific factual representations that would subject it to liability under the 10b-5 rep.

Note that Twitter has already arguably impliedly conceded the info is material, since it made the Reg FD disclosure.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506137)



Reply Favorite

Date: May 13th, 2022 12:45 PM
Author: Rough-skinned shimmering filthpig locale

it doesn't matter unless it's an MAE right?

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505864)



Reply Favorite

Date: May 13th, 2022 3:05 PM
Author: Gold Telephone Faggot Firefighter

That is not my reading.

Check out Section 7.2(b) (quoted in full below) which says: "each of the representations and warranties contained in Section 4.2(a) and Section 4.2(b) shall be shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date". It says "all material respects" not MAC, implying that there's a lower threshold for materiality.

The rest of the analysis is as above.

****REST OF POAST IS QUOTATION FROM AGREEMENT****

Section 7.2 Conditions to the Obligations of Parent and Acquisition Sub.

The obligations of Parent and Acquisition Sub to consummate the Merger, are, in addition to the conditions set forth in Section 7.1, further subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

(a) the Company shall have performed or complied, in all material respects, with its obligations required under this Agreement to be performed or complied with by the Company on or prior to the Closing Date;

(b)(i) each of the representations and warranties of the Company contained in this Agreement (except for the representations and warranties contained in Section 4.2(a) and Section 4.2(b)), without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, shall be true and correct as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only), except for such failures to be true and correct as would not have a Company Material Adverse Effect; and

(ii) each of the representations and warranties contained in Section 4.2(a) and Section 4.2(b) shall be shall be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct in all material respects as of such specific date only); and

(c) no Company Material Adverse Effect shall have occurred and be continuing.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506649)



Reply Favorite

Date: May 13th, 2022 9:38 AM
Author: azure vigorous tanning salon

18% down on the first tweet, second tweet, “committed to acquisition” bounced it to down only 10-12%

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504686)



Reply Favorite

Date: May 13th, 2022 10:29 AM
Author: bull headed abusive toaster public bath

Elon could make billions if he decided to profit off his tweets. Imagine having such immense power to manipulate the market

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504980)



Reply Favorite

Date: May 13th, 2022 10:31 AM
Author: primrose hominid

He made billions on DOGE

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44504999)



Reply Favorite

Date: May 13th, 2022 11:29 AM
Author: comical self-centered dragon theater

This is the fascinating aspect of it.

Every word Musk says is money one way or another.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505376)



Reply Favorite

Date: May 13th, 2022 11:30 AM
Author: Gold Telephone Faggot Firefighter



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505384)



Reply Favorite

Date: May 13th, 2022 11:33 AM
Author: Salmon low-t station organic girlfriend

Can't you get into trouble for that?

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505410)



Reply Favorite

Date: May 13th, 2022 12:06 PM
Author: Odious Hideous Queen Of The Night Location

We don't know man, what is this a law board?

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505643)



Reply Favorite

Date: May 13th, 2022 12:57 PM
Author: Salmon low-t station organic girlfriend

No law school admissions. We're all prospective students.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505926)



Reply Favorite

Date: May 13th, 2022 5:25 PM
Author: Adventurous hall azn

No one knows. If it involves his companies, yes, theoretically, but he treats the SEC like his bitches.

If he was trading penny stocks in his own account he could tweet “Taking a look at $shitco” and shitco would go up 1 million percent and there is zero misrepresentation.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44507388)



Reply Favorite

Date: May 13th, 2022 10:55 AM
Author: Confused wrinkle clown

lobbing in tweets like mortars to move the price

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505167)



Reply Favorite

Date: May 13th, 2022 12:48 PM
Author: Stimulating Office

lol there is zero chance bots comprise only 5% of active users

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505883)



Reply Favorite

Date: May 13th, 2022 12:58 PM
Author: Kink-friendly Tattoo Market

It’s likely 50-70%

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44505933)



Reply Favorite

Date: May 13th, 2022 3:20 PM
Author: splenetic parlor



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506776)



Reply Favorite

Date: May 13th, 2022 3:46 PM
Author: wonderful alcoholic double fault range



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506914)



Reply Favorite

Date: May 13th, 2022 2:06 PM
Author: vibrant honey-headed address mother

So uh what is breach that gets him out of it?

or otherwise what is the reverse termination fee he would have to pay if he submarines the financing?

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506293)



Reply Favorite

Date: May 13th, 2022 2:22 PM
Author: primrose hominid

As you can see from the subthreads above, no one knows

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506368)



Reply Favorite

Date: May 13th, 2022 2:25 PM
Author: swashbuckling cobalt bawdyhouse internal respiration

it's tank the financing and pay 1 billion, or claim a breach that's an MAE which this obviously isn't but you say it to grab a chance to re-negotiate price over market factors

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506389)



Reply Favorite

Date: May 13th, 2022 2:43 PM
Author: Kink-friendly Tattoo Market

why is it obviously isn't? the number of bots is half of twitter users probably.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506508)



Reply Favorite

Date: May 13th, 2022 7:52 PM
Author: Adventurous hall azn

JFC. Was that true or not true the day the contract was signed?

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44508148)



Reply Favorite

Date: May 13th, 2022 7:54 PM
Author: Kink-friendly Tattoo Market

twitter claims that bots are < 5% of its users. its a ridiculously false claim

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44508154)



Reply Favorite

Date: May 13th, 2022 8:06 PM
Author: Adventurous hall azn

So you don’t know what an MAE is? It needs to be something like: Because Twitter lied, it has been banned world wide between execution and closing.

You’re describing fraud, and they agree in the contract that they’re not doing fraud.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44508272)



Reply Favorite

Date: May 13th, 2022 3:33 PM
Author: azure vigorous tanning salon

How do these two things interact?

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506847)



Reply Favorite

Date: May 13th, 2022 4:21 PM
Author: Gold Telephone Faggot Firefighter

(Wesley R. Johnson)

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44507096)



Reply Favorite

Date: May 13th, 2022 4:23 PM
Author: purple abode dog poop



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44507103)



Reply Favorite

Date: May 13th, 2022 5:26 PM
Author: sooty native alpha



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44507393)



Reply Favorite

Date: May 13th, 2022 7:51 PM
Author: Adventurous hall azn



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44508141)



Reply Favorite

Date: May 13th, 2022 7:52 PM
Author: jet-lagged dilemma



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44508146)



Reply Favorite

Date: May 13th, 2022 8:03 PM
Author: azure vigorous tanning salon

Can’t believe it took this long for the meme to appear …. It took all my will power not to use it.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44508237)



Reply Favorite

Date: May 13th, 2022 8:15 PM
Author: Naked supple useless brakes



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44508311)



Reply Favorite

Date: May 13th, 2022 8:17 PM
Author: Adventurous hall azn

What if it was him the whole time?

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44508326)



Reply Favorite

Date: May 16th, 2022 12:19 PM
Author: bull headed abusive toaster public bath



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44520951)



Reply Favorite

Date: May 13th, 2022 2:49 PM
Author: seedy topaz stage psychic

hopefully just posturing

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506542)



Reply Favorite

Date: May 13th, 2022 5:23 PM
Author: maroon menage potus

Free speech Twitter actually sounds like it could be pretty gay and drive traffic to an alternative that does some minimal curation just for the reputation effect. Twitter is already such shit, I never look at it anymore as is and I'm realizing now that a shitload of Syria coverage I watched on there years ago was gamed to fuck.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44507384)



Reply Favorite

Date: May 13th, 2022 8:18 PM
Author: Adventurous hall azn

Literally the only reason XO hangs on by a thread is because average IQ is above media

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44508335)



Reply Favorite

Date: May 13th, 2022 8:22 PM
Author: Kink-friendly Tattoo Market

obviously the solution is free speech but allow users to set up their safe space preferences

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44508356)



Reply Favorite

Date: May 13th, 2022 8:22 PM
Author: seedy topaz stage psychic



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44508358)



Reply Favorite

Date: May 13th, 2022 9:08 PM
Author: gaped rigor



(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44508601)



Reply Favorite

Date: May 13th, 2022 9:20 PM
Author: vibrant honey-headed address mother

Can't control the top-down narrative that way hoss

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44508677)



Reply Favorite

Date: May 14th, 2022 2:20 AM
Author: Coral Dead Candlestick Maker Garrison

Rate this analysis. I get the sense the author doesn't know the subject well and stops midstream.

https://twitter.com/gavinjohnadams/status/1525126707094642689

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44509948)



Reply Favorite

Date: May 14th, 2022 8:15 AM
Author: Gold Telephone Faggot Firefighter

His analysis is underbaked and far too general. He tries to excuse this by being wishy-washy.

On breach, he misses the crucial point that the statement Twitter filed is not literally false or materially misleading since it was filed under Reg FD and it is a statement about Twitter's perhaps-subjective judgment. (See http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44506137).

He gives no analysis of materiality.

He gives no analysis of the parties' respective obligations under the various agreements with respect to termination, instead broadly stating that "If @twitter has breached or failed to perform any of its representations warranties etc. then (under certain circumstances) @elonmusk could potentially walk away."

And he does not even attempt to analyze the parties' respective negotiating postures or the overall background of the deal (e.g., changing market and regulatory conditions).

The overall effect is of listening to a man try to narrate a chess match by describing carved features of a few of the pieces.

I rate the analysis as very good as far as Twitter legal analyses go (they are almost uniformly awful). But the guy is a poseur.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44510428)



Reply Favorite

Date: May 14th, 2022 10:21 AM
Author: azure vigorous tanning salon

So do a better one (agree with the assessment of his). How about remedies? Get out and pay the break fee or save $1b.

BTW there is a reason the people who do this for a living get paid.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44510726)



Reply Favorite

Date: May 14th, 2022 10:43 AM
Author: Coral Dead Candlestick Maker Garrison

You are giving the guy on Twitter a favorable review?

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44510791)



Reply Favorite

Date: May 16th, 2022 11:44 AM
Author: Gold Telephone Faggot Firefighter

It's too much work for this forum; as you say, would need to get paid.

(http://www.autoadmit.com/thread.php?thread_id=5108236&forum_id=2#44520758)