Musk tried to formally terminate deal, accusing Twitter of sharing fake data

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FACTUAL ALLEGATIONS

VIII. Defendants purport to terminate the merger agreement

123. On July 8, 2022, defendants’ counsel sent a letter to Twitter purporting to terminate the merger agreement.

124. The notice alleges three grounds for termination: (i) purported breach of the information-sharing and cooperation covenants contained in Sections 6.4 and 6.11; (ii) supposed “materially inaccurate representations” incorporated by reference in the merger agreement that allegedly are “reasonably likely to result in” a Company Material Adverse Effect; and (iii) purported failure to comply with the ordinary course covenant by terminating certain employees, slowing hiring, and failing to retain key personnel. Ex. 3. 125. These accusations are pretextual and have no merit.