[adt2bt]

Extraordinary claims require extraordinary evidence. GP made a decent effort to try to find this clause, couldn't, and you're effectively claiming they're full of it because it's gotta be in there.

A more hacker-newsy way to approach this would be to either find the clause yourself (and earn your upvotes the hard way), or perhaps admit your baseless speculation was, indeed, baseless.

[jdmichal]

It's rather silly to assume the clause would be written that narrowly. I replied above with what would likely be a relevant clause, which covers any and all information supplied by Twitter.

[rdtsc]

> Extraordinary claims require extraordinary evidence.

Of course. But what's so extraordinary that a contract would have a clause about misrepresentation or providing false information in a purchase deal like this.

> A more hacker-newsy way to approach this would be to either find the clause yourself (and earn your upvotes the hard way).

Thanks, been here for 10+ years I am ok not harvesting upvotes. Maybe some other time. But ok, it's Friday, let's do a bit more search than just Ctrl+F "bot".

Twitter's 10-Q https://www.sec.gov/ix?doc=/Archives/edgar/data/1418091/0001...

> We have performed an internal review of a sample of accounts and estimate that the average of false or spam accounts during the first quarter of 2022 represented fewer than 5% of our mDAU during the quarter

(From page 5)

EX-2.1 AGREEMENT AND PLAN OF MERGER https://www.sec.gov/Archives/edgar/data/0001418091/000119312...

> [...] none of the Company SEC Documents at the time it was filed [...] contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, or are to be made, not misleading.

(Section 4.6.a)

> The consolidated financial statements (including all related notes) of the Company included in the Company SEC Documents fairly present in all material respects the consolidated financial position of the Company [...]

(Section 4.6.b)

> None of the information supplied or to be supplied by or on behalf of the Company or any of its Subsidiaries expressly for inclusion or incorporation by reference in the proxy statement relating to the matters to be submitted to the Company’s stockholders [...] [shall] contain any untrue statement of material fact or omit to state any material fact required to be stated therein ...

(Section 4.7)

> GP made a decent effort to try to find this clause

If Ctrl+F "bot" counts for a "decent effort", I don't know, I guess...

[redredrobot]

You can't just quote a part of a contract and specifically cut out the legal caveats that exists to avoid the risk of being considered material misrepresentation. The correct quote is:

> We have performed an internal review of a sample of accounts and estimate that the average of false or spam accounts during the first quarter of 2022 represented fewer than 5% of our mDAU during the quarter. The false or spam accounts for a period represents the average of false or spam accounts in the samples during each monthly analysis period during the quarter.

> In making this determination, we applied significant judgment, so our estimation of false or spam accounts may not accurately represent the actual number of such accounts, and the actual number of false or spam accounts could be higher than we have estimated

[hooande]

You're just wrong. This is what happens when you try to play lawyer on the internet.

You can crtl-f for "Specific Performance" and "Material Adverse Effect" in this thread for explanations of exactly how and why you're wrong