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1 is the "specified limited circumstances", that is Twitter does what it is supposed to do, and Musk "fails to consummate the Merger". It doesn't say why he fa

• Volundr 4y ago
  Except you cut part of the sentence there. The full clause is "Specifically, this termination fee is payable by Parent to Twitter if the Merger Agreement is terminated by Twitter because (1) the conditions to Parent’s and Acquisition Sub’s obligations to consummate the Merger are satisfied and the Parent fails to consummate the Merger as required pursuant to, and in the circumstances specified in, the Merger Agreement;" The "terminated by Twitter" is important. Musk does not have the right to terminate. Twitter has not terminated the acquisition.