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> It says right there ~"if Twitter has been lying to its shareholders I can void the contract." The thing you quote very specifically only applies to the Proxy

> It says right there ~"if Twitter has been lying to its shareholders I can void the contract." The thing you quote very specifically only applies to the Proxy Statement provided to shareholders as part of the process of this specific deal. It has nothing to do with previous communications and "if youve ever lied about anything then the contract is void".

JamesSwift 4y ago
EDIT: even better, Parent/Acquisition Sub refers to Musk's side. So this clause is basically saying Musk won't mislead shareholders to convince them to agree to a deal.
JamesSwift 4y ago
EDIT 2 because its super frustrating that theres an entire contract with the specific language in it that people argue past: > it's not fair to suggest this was 73-page contract was an as-is agreement with no warranties express or implied Article IV is what binds Twitter (Article V is what binds Musk). It very explicitly says this is as-is with no warranties express or implied. Section 4.25: > Section 4.25 No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article IV, neither the Company nor any other Person makes or has made any representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the Company or any of its Subsidiaries or their respective business, operations, assets, liabilities, conditions (financial or otherwise), notwithstanding the delivery or disclosure to Parent and the Acquisition Sub or any of their Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Acquisition Sub or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate or budget relating to the Company, any of its Subsidiaries or their respective businesses or, (b) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent, Acquisition Sub or any of their respective Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the course of the Merger, or the accuracy or completeness thereof.

JamesSwift 4y ago

EDIT: even better, Parent/Acquisition Sub refers to Musk's side. So this clause is basically saying Musk won't mislead shareholders to convince them to agree to a deal.

JamesSwift 4y ago

EDIT 2 because its super frustrating that theres an entire contract with the specific language in it that people argue past: > it's not fair to suggest this was 73-page contract was an as-is agreement with no warranties express or implied Article IV is what binds Twitter (Article V is what binds Musk). It very explicitly says this is as-is with no warranties express or implied. Section 4.25: > Section 4.25 No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this Article IV, neither the Company nor any other Person makes or has made any representation or warranty of any kind whatsoever, express or implied, at Law or in equity, with respect to the Company or any of its Subsidiaries or their respective business, operations, assets, liabilities, conditions (financial or otherwise), notwithstanding the delivery or disclosure to Parent and the Acquisition Sub or any of their Affiliates or Representatives of any documentation, forecasts or other information with respect to any one or more of the foregoing. Without limiting the generality of the foregoing, neither the Company nor any other Person makes or has made any express or implied representation or warranty to Parent, Acquisition Sub or any of their respective Representatives with respect to (a) any financial projection, forecast, estimate or budget relating to the Company, any of its Subsidiaries or their respective businesses or, (b) except for the representations and warranties made by the Company in this Article IV, any oral or written information presented to Parent, Acquisition Sub or any of their respective Representatives in the course of their due diligence investigation of the Company, the negotiation of this Agreement or the course of the Merger, or the accuracy or completeness thereof.