If the vote looks close, Paramount would be expected to raise their bid to cover that cost.
[1] https://www.sec.gov/Archives/edgar/data/1065280/000119312525... 8.3(a)
Either way, this entertainment merger is going to get ugly. Consumers are absolutely going to get harmed either way with that clawback clause.
It's not as bad as food scarcity, of course. But it can do some collateral damage.
It also has weird "subversive" dialogue about sacrifice being bad that doesn't really fit what's happening in the movie itself where sacrifice of two characters saves the day. Which is "subversive" in the sense that a movie with dialogue saying "this is a shitty movie plot" is subversive.
It also rips off the ending of Return of the Jedi by killing the main bad guy so is "subversive" in that it trolls whoever was stuck making episode 9 without a functional villain.