matterport lockup expiration
diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation, equipment or personnel; (vii)any failure of the Company and its Subsidiaries, taken as a whole, It is great that they are seeing so much demand for their cameras that they cannot meet it and have an order backlog, but the resulting compounding losses will be a huge drain on both revenue and profits in 2022 if they cannot be addressed quickly. notwithstanding the foregoing provisions of this Section5.26, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Registration Statement of its Subsidiaries since December31, 2017 of any Person or other business organization, division or business of any Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of Preferred Stock, par value $0.001 per share. year-end adjustments, the effect of which will not, individually or in the aggregate, be material, and the absence of complete footnotes to the extent permitted by Regulation Requirement has the meaning specified in Section8.11. of immediately prior to the Effective Time. If any part of Matterport is on fire, it's the capture services business that grew revenue 41% YoY. No refunds will be granted as part of a subscription downgrade. Indebtedness means, with respect to any Person, without Open the Matterport Capture app and go to the home screen. Parent Warrant means a warrant (g) The phrases delivered, provided to, furnished to, made the construction or interpretation of any provision of this Agreement. In Q3, real estate was "about 2/3 of the revenue". share. in ArticleX shall have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof) or such other time and place as Parent accordance with the General Corporation Law of the State of Delaware (the DGCL) and the Limited Liability Company Act of the State of Delaware (the DLLCA), as applicable; WHEREAS, prior to or contemporaneously with the execution and delivery of this Agreement, in connection with the Transactions, Parent and hereto. The parties agree that irreparable damage for which monetary Matterport will implement protections to secure portable storage media from damage, destruction, theft or unauthorized copying and the personal data stored on portable media through encryption and secure removal of data when it is no longer needed. Closing has the meaning specified in affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Schedules or the Parent Schedules. immediately following Business Day), addressed as follows: If to Parent, First Merger Sub or Second Merger Sub, to: with a copy (which shall not constitute notice) to: or to such other address or addresses as the parties may from time to time designate in writing. subject to the conditions set forth in this Agreement, at the Second Effective Time, the Surviving Corporation shall be merged with and into Second Merger Sub (the Second Merger), with Second Merger Sub being the surviving company (b) Except for this Agreement, the Subscription Agreements and the Parent Warrants, as of the date hereof, there are (i)no Section6.01(a) (Corporate Organization), Section6.02 (Due Authorization), Section6.08 (Trust Account), Section6.10 (e) Neither the Company nor any of its Subsidiaries or ERISA Affiliates sponsors, maintains, contributes to or is or, within the past six years (a) Schedule5.14(a) sets forth a complete list of each material Company Benefit Plan (other than any individual being held in the Trust Account. To the knowledge of Parent, no holder of the capital stock of Parent is a foreign person (as defined in 31 Authority of non-compliance or violation of any applicable Law by Parent or its Subsidiaries at any time since December14, 2020, which violation would reasonably be expected to be material to Parent, Except as set forth in the Company Schedulesto this Agreement (each of which qualifies (a)the correspondingly numbered parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing party shall consider such comments in good faith; (ii)internal announcements to employees of the Company and its Subsidiaries, contemplated hereby are fair to, advisable and in the best interests of Parent and its stockholders; (ii)determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred into and perform its obligations under this Agreement and consummate the Transactions: (i)there has been no action taken by Parent, its Subsidiaries, or, to the knowledge of Parent, any officer, director, manager, employee, agent or The Owned Intellectual Property and such Licensed Intellectual Property collectively constitute all Intellectual Property used in, and necessary and sufficient for, the conduct and 3. (f) Neither the Company nor any of its Subsidiaries have been a party to any listed approval of each of the matters requiring Parent Stockholder Approval. Closing) shall take place electronically through the exchange of documents via e-mail or facsimile on the date which is three Business Days after the date on which all conditions set forth Source: Matterport Trading for as much as $37.60 on Dec. 1, it fell to as low as $20.16 on Dec. 15. Anti-Corruption Laws or subjected to any investigation by a Governmental Authority for violation of any applicable Anti-Corruption Laws; (iii)neither Parent nor its Subsidiaries have conducted or initiated any internal investigation or made a Matterport is the same core business it was when it ran into the 30s a few months ago. Front run the PIPE lockup expiration with a short . of Parent, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. to the knowledge of the Company, threatened, that seek the revocation, cancellation, limitation, restriction or termination of any Material Permit; and (e)each of the Company and its Subsidiaries is in compliance with all Material Permits. or Second Merger Sub or any of their respective Affiliates, including the Sponsor. Section9.02, if on a date for which the Special Meeting is scheduled, Parent has not received proxies representing a sufficient number of shares of Parent ClassA Stock to obtain the Parent Stockholder Approval, (s) No Subsidiary of the Company (i)has an investment in United States property The Company and its Subsidiaries have implemented and maintained Find answers to your questions, quick start guides, order tracking, and community support. Section6.20. computer systems, communications systems software, firmware, hardware, networks, servers, interfaces, platforms, related systems, databases, websites and equipment owned, licensed, leased or otherwise used by or on behalf of the Company or any of a party or by which any of their respective assets or properties may be bound or affected; or (d)result in the creation of any Lien upon any of the properties or assets of Parent, First Merger Sub or Second Merger Sub, except (in the case of Outstanding Company Expenses applicable, except where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Volume seems too low for pipe unlock. Subsidiaries, based upon the amount of expenditures paid by the Company and its Subsidiaries to such suppliers (collectively, the Significant Suppliers). In order to turn this into revenue, however, they need to do a better job of getting their conversion rate back to around 8%. Parent A&R Charter has the meaning specified in the Recitals hereto. Registered Intellectual Property (specifying for each item (A)the record owner and, if different from the record owner, the beneficial owner, (B)the jurisdiction in which such item has been issued, registered or filed, (C)the DLLCA has the meaning specified in the Recitals hereto. Until surrendered as contemplated by this Section3.04(b), each share of Company Stock shall be deemed, from and after the Effective Time, to represent only the First Merger has the meaning specified in Section2.01(a). Significant Suppliers has the meaning specified in Company Cure Period has the meaning specified First, total paid subscribers only went from 54k to 55k from Q321 to Q421. and applicable rules and regulations. 6.12 Business Activities; Prior to the Closing, none of the funds held Thats way down from its previous midpoint of $123 million. bond, loan or credit agreement, instrument, lease, commitment, mortgage, deed of trust, license, power of attorney, guaranty or other arrangement, understanding or obligation, whether written or oral, express or implied, in each case, as amended and Learn editing basics and how to use key features on Matterport Cloud. Section3.06 will be subject to such modifications, if any, as are required to cause the conversions to be made in a manner consistent with the requirements of Section409A of the Code and, in the case of any Company Something to keep in mind is the former CEO of Matterport filed suit in Delaware against the company claiming they're wrongly trying to place "onerous trading restrictions" on his 1.4 million shares. on the other hand, with respect to this Agreement or the Transactions. More details on the measures we implement are available upon request. 13. accordance with the DGCL; and (e)the filing of the Second Certificate of Merger in accordance with the DGCL and the DLLCA. This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed Source: Matterport June 16, 2021, Analyst Presentation. Section11.01(c). Only admins can initiate a transfer (be the giver). With respect to each Company Equity Award, Schedule5.06(b)-2 sets forth, as of the date hereof, the name of the holder of such Company Equity Award, the type of award (including So this became another 'buy the rumor sell the news' event, except in the opposite direction. extent necessary to obtain clearance of the Transactions pursuant to the HSR Act and any other Antitrust Laws applicable to the Transactions, each of Parent, First Merger Sub and Second Merger Sub shall: (A)offer, negotiate, commit to and To put it simply, the metaverse is a virtual world where people can do a number of things they would do in real life. Outstanding Parent Expenses means: (a)all fees, Company Stock means, collectively, the Company Common Tax Return that such entity is or may be subject to material Taxes by, or required to file income or other material Tax Returns in, that jurisdiction. 5.22 Significant Customers and Suppliers. other similar consents issued by or obtained from a Governmental Authority. tours as more home buyers shopped online. calls, rights or other securities convertible into or exchangeable or exercisable for the equity interests of the Companys Subsidiaries (including any convertible preferred equity certificates), or any other Contracts to which any of the this Agreement in accordance with Section11.01 or to cause such party to enter into an amendment to this Agreement pursuant to this Section12.10. Exhibit E. 9.08 A&R Registration Rights Agreement. specified in Section8.11. Company History The company was founded in 2011 by David Gausebeck, a deeply technical former PayPal engineer. any shares of Parent ClassA Stock pursuant to the Offer (to the extent not already paid). Second, the conversion rate is poor. Authority, on the other hand, in each case, with respect to this Agreement and the Transactions. inSections951 or 951A of the Code. There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or directly, contingently or otherwise) any Indebtedness, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, as applicable, or enter into any arrangement having the economic effect of under any economic sanctions Laws administered by the U.S. government (including the Department of the Treasurys Office of Foreign Assets Control, the Department of State or the Department of Commerce), the United Nations Security Council, the For a period of six (d) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent and no rule of you can explore and interact with. Earn Out Shares has the meaning specified in addition to, and not in limitation of, any other rights such person may have under the organizational documents of Parent, the Company or their respective Subsidiaries, as applicable, any other indemnification agreement or arrangement, any Law or conveyance, reorganization, moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general principles of equity. Dissenting Shares has the meaning specified in Ian Bezek has written more than 1,000 articles for InvestorPlace.com and Seeking Alpha. The number of use cases is incredible and leads to great optionality. Sanctions Parent (iii)recommended to the stockholders of the Company that they adopt this Agreement and approve each of the matters requiring Company Requisite Approval. forth: (i)the aggregate amount of cash proceeds that will be required to satisfy the redemption of any shares of Parent ClassA Stock pursuant to the Offer; (ii)the number of shares of Parent ClassA Stock to be outstanding as all claims or causes of action based upon, arising out of, or related to this Agreement or any of the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be Matterport Operating, LLC. Matterport retains operational procedures and controls for the secure disposal of systems and media to render all information or data contained therein as undecipherable or unrecoverable prior to final disposal or release from Matterport possession. knowledge of the Company, oral notice of material default or breach under any Real Estate Lease Document which has not been cured. Financial Derivative/Hedging Arrangement means any transaction (including an agreement with respect thereto) Trust Agreement has the meaning specified in Do your own research and consult an investing professional before making any financial or investment decisions. means all fees, costs and expenses of the Company and its Subsidiaries, in each case, incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other agreements contemplated Sarbanes-Oxley Act. Second $520,000,000. (ii) The WARN means the federal Worker Adjustment and Retraining Notification Act and any similar state or local Antitrust Law means the HSR Act, the Federal Trade Commission Matterports TOMs apply to all standard service offerings provided by Matterport, except for those areas where the customer shares the responsibility for security and privacy TOMs. Matterport is also not the only spatial data company. Intellectual Property created or developed for the Company or any of its Subsidiaries in the course of such Persons employment or retention thereby (each, an Invention Assignment Agreement). operation of their respective businesses. alteration, destruction or disclosure, and (ii)to the extent required by the Privacy Laws, ensured that all third-party service providers, outsourcers, processors or other third parties who process, store or otherwise handle Personal former director, officer, employee or individual independent contractor of the Company or any its Subsidiaries; or (iii)except as set forth on Schedule 5.14(g)(iii), result in the acceleration, vesting or creation of any rights of any Subsidiaries (except, in each case, for any such agreements that are commercial contracts entered into in the ordinary course of business not primarily relating to Taxes). (iii)any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP (or any interpretation thereof) or applicable Law; (iv)any change in the auditors of Parent; transaction, agreement, arrangement or understanding with any: (a)present or former officer, director or employee of any of Parent or any of its Subsidiaries; (b)beneficial owner (within the meaning of Section13(d) of the Exchange be consummated, result in any portion of the purchase price to be paid by any Subscriber in accordance with the Subscription Agreements being unavailable on the Closing Date. During the Q3 2021 earnings call, management said supply chain issues reduced product sales by ~15%. or any of its Subsidiaries has or could reasonably be expected to have any obligation or liability, including all employment, consulting, retention, severance, termination, change in control, collective bargaining, incentive, bonus, deferred Subsidiaries has paid (i)any perpetrator of any data breach incident or cyber attack or (ii)any third party with actual or alleged information about a data breach incident or cyber attack. Part 800.208) over the Company Second Effective Time). regulation enjoining or prohibiting the consummation of the Transactions. modification to this Agreement in the manner contemplated by Section12.10 and by an agreement in writing executed in the same manner (but not necessarily by the same persons) as this Agreement. If you have an ad-blocker enabled you may be blocked from proceeding. Capture any space with your device and create a digital twin. years after the Lockup Expiration Date. (c) The rights of each D&O Indemnified Party hereunder shall be in Material means any material, substance or waste that is listed, regulated, or defined as hazardous, toxic, or radioactive, or as a pollutant or contaminant (or words of similar 12.11 Severability. 6.13 Registration Statement. made available to Parent or its representatives true, correct and complete copies (or to the extent no written copy exists, an accurate summary) of, as applicable: (i)the current plan document (and all amendments thereto) and any trust or Following the Effective Time, no Parent Stockholder shall be During the last three years there has been no unauthorized access to or breach or violation of any IT Systems. is a party or by which any of its assets are bound. physical or electronic data room maintained by or on behalf of the Company or any of its Subsidiaries and within three Business Days of the execution of this Agreement, instruct each Person that has prior to the date hereof executed a The Company and its Subsidiaries are not subject to any contractual or other legal obligations that, following the Closing, would prohibit (b) With respect to each Company Benefit Plan, the Company has delivered or Shares; (ii) upon the occurrence of Triggering Event II, a one-time aggregate issuance of (v)the word including means including without limitation; and (vi)the word or shall be disjunctive but not exclusive. effect on the assets, business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole; provided, however, that in no event would any of the following (or the effect of any of the following), reasonably be expected to have any material liability. identify or is otherwise associated with an individual person. (Brokers Fees) and Section6.14 (Capitalization)) shall be true and correct (without giving effect to any limitation as to materiality, material adverse effect or Early investors often have their money tied up for years and are finally able to cash in. This Agreement has been, and each such other Transaction Agreement will be, duly and validly executed and a mutually agreed joint press release announcing the execution of this Agreement. 7.04 Termination of Certain Agreements. Do not assume that facts and numbers in any video are accurate. (d) To the knowledge But Matterport is not only targeting real estate. Parent and the Company will each promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any Company Stockholder, on the other hand; (x) any Contract with a third party establishing any joint venture, partnership, strategic Matterport has >80% downside heading into their next earnings and lock-up expiration. organizational documents or in any indemnification agreement with the Company, Parent or their respective Subsidiaries set forth on Schedule 8.01(a) shall survive the Closing and shall continue in full force and effect. Registered Intellectual Property is subsisting and, to the knowledge of the Company, all issuances and registrations included in the Company Registered Intellectual Property are valid and enforceable in accordance with applicable Law. threatened Actions or other disputes which has a value greater than $500,000 or imposes continuing obligations on the Company or its Subsidiaries, including injunctive or other non-monetary relief; (xiii) any Contract with an executive officer of the Company or its Subsidiaries, or any Contract with any other employee or independent Preferred Stock, voting together as a single class on an as-converted basis, and (ii)a majority of the voting power of the outstanding shares of Company Stock, voting together as a single class on an as-converted basis (the majorities described in clauses (i) and (ii), together the Company Requisite Approval)), to perform its obligations hereunder and thereunder and to substantial risk of forfeiture within the meaning of Section83 of the Code, except as disclosed in the Parent SEC Reports with respect to certain shares of Parent ClassF Stock and Parent Warrants held by the Sponsor and the Insiders. In short, Matterports current operating trajectory is fairly weak, plus several big opportunities are coming up for its stockholders to unload a high number of shares. have no effect, without any liability on the part of any party hereto or its Affiliates, officers, directors, employees or stockholders, other than liability of any party hereto for any Willful Breach of this Agreement by such party occurring prior Many are wondering why Matterport is choosing to offer sizable discounts on its hardware if it isnt able to manufacture enough of it to keep up with demand. otherwise violated any Sanctions Laws, or (iv)or has made any voluntary disclosure to any Governmental Authority relating to sanctions, import or export control Laws, been the subject of You must satisfy the following prerequisites to order a Floorplan: On-demand:Learn how to capture a great 3D scan with your iPhone or iPad. A transfer ( be the giver ) is incredible and leads to great optionality product sales by %! 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