3 ms·
Section 8.3[1] of the contract covers that. There are very limited circumstances where Twitter would pay, and none of them are likely to happen. Twitter would
by TheCoelacanth 4y ago
Section 8.3[1] of the contract covers that. There are very limited circumstances where Twitter would pay, and none of them are likely to happen.
Twitter would pay in these circumstances:
> (i) (A) a Third Party shall have made a Competing Proposal ...
> (ii) this Agreement is terminated by the Company pursuant to Section 8.1(c)(ii); or
> (iii) this Agreement is terminated by Parent pursuant to Section 8.1(d)(ii)
(i) and (ii) involve competing offers to acquire Twitter, which I don't think are likely given market conditions.
(iii) is defined in Section 8.1(d)(ii)
> (ii) prior to the receipt of the Company Stockholder Approval, if the Company Board shall have made an Adverse Board Recommendation Change.
"Adverse Board Recommendation Change" is defined in length in Section 6.5(d), but basically means that the board recommended shareholders to reject the deal.
[1] https://www.sec.gov/Archives/edgar/data/1418091/000119312522120461/d310843dex21.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522...