The “bulletproof” modern deal agreement now faces one of its biggest tests, as Elon Musk, the Tesla boss and richest person in the world, openly entertains the possibility of ditching his $44 billion deal for Twitter.

Musk and Twitter have both signed the merger agreement, which states that “the parties... will use their respective reasonable best efforts to consummate and make effective the transactions contemplated by this agreement.".

The agreement includes a $1 billion “reverse termination fee” that Musk would owe if he withdrew from the merger agreement.

However, if all other closing conditions are met and the only thing left is for Musk to show up at the closing with his $27.25 billion in equity, Twitter can seek to make Musk close the deal.

Most recently, a Delaware court in 2021 ordered private equity group Kohlberg & Co to close the buyout of a cake decorations business called DecoPac.

Kohlberg had argued it was allowed out of the deal because the DecoPac business had suffered a “material adverse effect” when the pandemic struck between signing and closing.