Dow's Busted Deal for Rohm and Haas

Dow Chemical agreed to buy Rohm and Haas and signed a very, very seller biased contract.  Now Dow wants out and seeks court sanction to do so.  Is there room in the contract language?  The Material Adverse Change Clause is very tight, excluding market conditions, even if they have a disproportionate effect on Dow.  The remedy clause purports to give Rohm and Hass a contractual right to specific performance.  Dow's only nugget in the language is an anti-third party beneficiary rule that may stop Rohm from claiming damages to shareholders from the loss of a purchase premium and that may stop Rohm shareholders from suing under the contract for damages.  Dow has three arguments: 1) There was no breach; 2) The specific performance clause is not binding on a court; and 3) Rohm and Haas cannot argue for damages to its shareholders.  3) looks to be a winner; 1) and 2) depend on an appeal to the inherent power of a court to look beyond contract language, an uphill struggle.  2) appeals to a court's "equity powers" to order or not order specific performance that, arguably cannot be limited by contract.  1) will appeal to fringe contract doctrine cases (sometimes from the House of Lords or the King's Bench)  that one may find in a first year contracts case book -- frustration of purpose and impossibility defenses (add, perhaps a void as a matter of public policy based on irreparable harm).  At issue is an intriguing question for a judge.  When is a contract "too tight" to be enforced?   Is there some limit to using judges to enforce contracts that, due to events, rip the soul out of one party and put the other party in paradise?