> Wouldn't that qualify as material adverse effect?

Probably not. There has been one MAC finding in the history of MACs. It was a trifecta of fraud, management throwing in the towel the moment the merger was agreed and a massive revenue drop.

Musk’s only hope is to get his banks to pull financing. That’s going to be tough.

Would that even work, though? It’s not like he can’t afford it; his money is just tied up in TSLA. Presumably the court can force him to liquidate his shares if his lenders somehow back out.

No, I the two conditions other than a materially adverse effect that lets Musk back out are if his debt financing falls through or if the government stops it.

Propably not if those users can, and are, monetized.