Twitter, Inc. Agreement and Plan of Merger

The per-share price payable to Twitter common stockholders at closing is $54.20 (Section 3.1(c)).

The parties to the merger agreement are Twitter, Inc., a Delaware corporation (the "Company"), X Holdings I, Inc., a Delaware corporation ("Parent"), and X Holdings II, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent ("Acquisition Sub") (Section 10).

The outside date after which either party may walk away from the deal is 5:00 p.m. (Pacific Time) on October 24, 2022, as specified in Section 8.1(b)(i) (Section 8.1).

Each Twitter stock option that is vested and outstanding immediately prior to the Effective Time shall be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Company Common Stock subject to such Vested Company Option and (ii) the excess, if any, of the Merger Consideration, over the exercise price per share of Company Common Stock underlying such Vested Company Option (the “Vested Option Consideration”); provided that if the exercise price per share of Company Common Stock underlying such Vested Company Option is equal to or greater than the Merger Consideration, such Vested Company Option shall be canceled without any cash payment or other consideration being made in respect thereof (Section 3.6(a)(i)). Unvested Twitter stock options shall be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of Company Common Stock subject to such Unvested Company Option and (ii) the excess, if any, of the Merger Consideration, over the exercise price per share of Company Common Stock underlying such Unvested Company Option (the “Unvested Option Consideration”), subject to the holder’s continued service with Parent and its Affiliates through the applicable vesting dates (Section 3.6(ii)).

Yes, HSR Act clearance is a condition to closing. Specifically, the expiration or early termination of any waiting period applicable to the consummation of the Merger under the HSR Act must have occurred (or been granted) prior to the Effective Time (Section 7.1(b)).

No, Parent's obligation to close is not conditioned on receipt of debt financing. Parent acknowledges and agrees that neither the obtaining of the Financing or any alternative financing, nor the completion of any issuance of securities contemplated by the Financing or any alternative financing, is a condition to the Closing (Section 6.10(f)).

Parent has arranged Bank Debt Financing, pursuant to a debt commitment letter dated as of April 25, 2022, among Morgan Stanley Senior Funding, Inc., the other financial institutions party thereto, Parent, and Acquisition Sub (Section 5.4). Parent is obligated to take all actions necessary, proper, or advisable to obtain the Equity Financing, including complying with the terms of and maintaining in effect the Equity Commitment Letter, satisfying all conditions and obligations in such Equity Commitment Letter, and consummating and funding the Equity Financing at or prior to the Closing (Section 6.10).

The Parent Guarantee is a legal, valid, and binding obligation of the Guarantor and of each of the parties thereto, and it is enforceable in accordance with its respective terms against the Guarantor and each of the other parties thereto (Section 5.10). The Guarantor is the entity that guarantees Parent's payment obligations under the agreement.

Parent would owe Twitter a termination fee of $1,000,000,000 if Parent walks in breach of the agreement (Section 8.3). This amount is defined as the "Termination Fee" in the agreement (Section 9.10).

If Twitter accepts a Superior Proposal, it would owe Parent a Termination Fee of $1,000,000,000 (Section 8.3).

Not stated in the provided excerpts.

The Company can specifically enforce Parent's obligation to close under Section 9.9, which provides that the Company shall be entitled to specific performance or other equitable remedy to enforce Parent and Acquisition Sub’s obligations to cause the Equity Investor to fund the Equity Financing and to consummate the Closing under certain conditions (Section 9.9(b)). However, the Company is not permitted to receive both specific performance and payment of the Parent Termination Fee (Section 9.9(b)). The Parent Termination Fee is defined as $1,000,000,000 (Section 10).

The Twitter board can change its recommendation in favor of the merger if it makes an Adverse Board Recommendation Change in response to an event, occurrence, change, effect, condition, development, or state of facts or circumstances (other than related to a Competing Proposal or Superior Proposal, or any proposal) (Section 6.5). Additionally, the board may make such a change if it receives a Notice of Adverse Board Recommendation Change or a Notice of Superior Proposal from the Company and follows the procedures outlined in Section 6.5(d) and Section 8.1(c)(ii).

A "Superior Proposal" is defined as a Competing Proposal (with all percentages in the definition of Competing Proposal increased to ninety percent (90%)) made by a Third Party on terms that the Company Board determines in good faith (after consultation with its legal counsel and financial advisors) and considering such factors as the Company Board considers to be appropriate, are more favorable to the Company’s stockholders than the transactions contemplated by this Agreement (including any changes to the terms of this Agreement committed to by Parent to the Company in writing in response to such Competing Proposal under the provisions of Section 6.5(d)) (Section 6.5).

Parent has matching rights during the period beginning on the end of the fourth (4th) full Business Day following Parent’s receipt of a written notice from the Company advising Parent that the Company Board intends to make an Adverse Board Recommendation Change or terminate this Agreement pursuant to Section 6.5(d) and Section 8.1(c)(ii) (a “Notice of Adverse Board Recommendation Change” or “Notice of Superior Proposal”), and ending on the earlier of the Effective Time or the date on which this Agreement is terminated pursuant to Section 8.1 (Section 6.5(d)).

Yes, the agreement contains a "non-solicitation" clause preventing Twitter from soliciting other bids. Specifically, Section 6.5 prohibits the Company from soliciting, initiating, encouraging, or facilitating any Competing Proposal, and requires the Company to cease any existing solicitations or discussions related to Competing Proposals (Section 6.5 (Section 6.5)).

Yes, pandemics or epidemics (including COVID-19) are excluded from the definition of Company Material Adverse Effect. Specifically, changes, events, effects, or circumstances related to any epidemics, pandemics, or contagious disease outbreaks (including COVID-19) and any related COVID-19 Measures are explicitly excluded from the determination of a Company Material Adverse Effect (Section 1, definition of “Company Material Adverse Effect”).

No, the definition of "Company Material Adverse Effect" does not include a disproportionate impact exception. The definition specifies that certain factors, such as general economic conditions, changes in laws, or events like natural disasters, are excluded from consideration, but it does not mention anything about a disproportionate impact on specific groups or entities (Section 1).

The law governing the interpretation of this agreement is the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware (Section 9.8).

Lawsuits arising out of this agreement must be brought in the Delaware Court of Chancery, any other court of the State of Delaware, or any federal court sitting in the State of Delaware (Section 9.10).