It's bugging the hell out of me that there's no subpart (v) here. Like, it can't possibly be meaningful and must just be a typo, but ... the recommendation and the approval should be two separate subparts.
bless the transactional lawyers😔
Conversation
Replying to
for those keeping score, my fine-toothed comb has made it approximately through one of almost 80 substantive pages of the merger agreement and I'm already driving myself nuts
1
16
I mean, okay, I kind of see where they were going with this now, since that last clause is a condition that the Parent is meeting, and it relates back to the last Whereas clause of the Acquisition Sub, and then the next Whereas paragraph goes to the Parent Board, but idk.
1
1
5
oh, finally made it to the definitions. am I live-tweeting reading through this contract, and if so, doesn't that obligate some of you to follow along with the text? it's like reading room story time but for adults who are obsessed with corporate law
2
6
this section would be better titled
"definitions & pointers" lol
I only see one definition and even it has a pointer
1
2
hey oh - five definitions in this part of the definitions section
I refuse to count --"Blue Sky Laws" shall mean state securities or "blue sky" laws -- just on principle for being so self-referential
2
3
now *here's* what I call a defined term
1
4
also, caveat - others on the team are deeper in the transactional weeds, so forgive me ignorance on any particulars - that's just a good disclaimer in general, too. recall that we are on a platform that requires 280 character posts, we are not doing rigorous legal thinking™️
1
4
but ok,
yellow = interesting how much the past few years impacted the MAE definition - all our trauma encapsulated as exceptions
green = I know that's not how they mean "performance" and "Elon Musk" in the same sentence, but it also kind of fits
blue = why no Elon specified
3
3
also, I just keep thinking about the very first preamble: the fact that Elon is under contract "solely for the purposes of the Specified Provisions" ... what does that even mean ... but I guess I'll have to wait until I get to the MAE clause to see whether it's on the list:
1
3
my brain reading this definition: SARS Co., Inc. V-2 🤣
but actually it's "SARS-CoV-2" so let's void the whole K they forgot the second dash
1
1
4
guys I was not invited to the commitment parties party, and you forgot the apostrophe 🥳
3
7
"the respective multifarious capacities in which one is capable of ... ::checks notes:: ... being a person"
2
6
are there, in fact, insurers who will D&O insure Elon Musk (it seems like obviously there must be, and also just wow imagine doing that) and also wooooweee lemme get ahold of that spicy dec page 😂
1
6
also, just like ... under the case law and this kind of a definition, what even *would* be an MAE any more?
ps. capitalized subsections nested in a paragraph of romanettes is a vibe, but it does help avoid the "and/or = or" issue we saw in Glasscock handle in the Waystar case.
1
5
my M&A peeps: is this a standard boiler-ish plate carve out to the higher-level carve out about SEC filings, in the MAE def?
2
4
it's like an ouroboros -- the only time this defined term appears in the agreement is when it's listed to say where the definition for the term appears
♾
2
3
M&A vernacular for "shoot me an email"
1
5
::sad trombone::
1
7
o rly 👀 does this impact sp if they are unwilling and unreplaced? 🧐
1
1
2
but also, I don't get how this works, in practice? replace the board but the officers persist? I'm sure this is something Wachter taught me and I have since forgotten, if there's actually a reason behind it.
Quote Tweet
ok, so the better question is perhaps just an general M&A one -- is this normal, and why do you treat the board and the officers differently? some DGCL or other administrative procedural requirement?
Show this thread
2
1
this is either a huge typo or I've maxxed out my daily allotment of eyes-on-K time and there's some (perhaps obvious) legal rationale I'm missing.
GIF
read image description
ALT
1
1
ok, it makes "sense" with 's explanation of normal times and usual people ... but I guess now I need to know who are officers, and what is their feeling about working for that man even for a day twitter.com/tylerrosenbaum
This Tweet is unavailable.
1
1
now, where was I...?
also, feel free to mute this thread if you don't want to follow along with mundane cobweb-clearing this-is-the-actual-work-of-the-law kind of fumbling through every damned word of this cursed document.
unless of course you're into that kind of thing lol
1
1
another caveat, because: lawyer.
this is not a thread making fun of deal lawyers or this MA.
IYreallyK, you'll know it's more of an opportunity to make fun of a litigator trying to make sense of a piece of transactional work in real time 😂
Quote Tweet
Replying to @maaccorreia
I don't mock, just point to "interesting" trivia heedless of provenance, litigation & transaction alike. And, it's Twitter, so admittedly, there's a bit o' snark just for funsies. also, if I use enough slang, no reasonable person will take me srsly.
See chancery.ink/gecko
1