Twitter would have to be run by people that don't want the $1B payout and for Elon to just fuck off. News flash, they current executives and even the founder do not want Musk to acquire Twitter. Everyone with the legal responsibility to sue Musk for taking that way out have no interest in doing so. The $1B walk away clause requires musk to pay because being in a position to be acquired negatively impacts their ability to raises funds. They're even under a hiring freeze, and the reason is probably due to a combination of uncertainty around the deal and partly because they can't due things like sell additional stock or bonds, and their ability to acquire new lines of credit are greatly reduced until the acquisition contract either completes or is dissolved.
Presumably a class action lawsuit of TSLA shareholders might force him to buy their shares at 54.20. Which, hilariously, might then get diluted by the poison pill.
This is incorrect. The contract says that they can indeed to legally force him to go through with the deal and price that he agreed to. If it turns out to be more than twice the current valuation of twitter, they should do this. But they probably won't
