Chancery court's determination that counterparty did not breach merger agreement was supported by record evidence demonstrating that company continued to use best efforts to consummate the merger, entitling it to reimbursement of a prior termination fee and precluding liability for a breakup fee.

Defendants could remove case under federal officer removal statute by alleging that it had acquired the right to use plaintiff's intellectual property via federal government contracts after the government allegedly obtained "unlimited right" to the intellectual property.

Noting that a contracting party is obligated to read any contract it signs including any documents incorporated by reference, the court denied defendant relief because it could have discovered the challenged loan terms by exercising ordinary care.