matterport lockup expiration

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 changed the recommendation in accordance with Section9.02(e). Parents final prospectus, dated December14, 2020, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. exchangeable solely for the right to receive the Per Share Company Common Stock Consideration or the Per Share Company Preferred Stock Consideration, as applicable, and the Earn Out Shares (in. unreasonably withheld, conditioned or delayed) in advance in writing by the Company. filed with the Secretary of the State of Delaware on April9, 2019, (b) the Certificate of Amendment of the Certificate of Incorporation of the Company, filed with the Secretary of the State of Delaware on April21, 2020, (c) the The Company and its 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 One of the big reasons that I worry about the future of Matterport is that most of their business is reliant on the real estate industry. current or former director, manager or officer, as the case may be, of the Company, Parent and their respective Subsidiaries (each, together with such persons heirs, executors or administrators, a D&O Indemnified Party) adequate policies, procedures and systems for receiving and appropriately responding to requests from individuals concerning their Personal Information. conformity with GAAP (except for the absence of footnotes or the inclusion of limited footnotes and other presentation items and normal year-end adjustments, none of which will be material) and were derived Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such (e) No funding, facilities or personnel of any Governmental Authority or any university, college, research institute or other educational each case whether or not registered or published, all applications, registrations, reversions, extensions and renewals of any of the foregoing, and all moral rights, however denominated (collectively, Copyrights); (d) all Internet Parent Board Recommendation has the meaning specified in Section9.02(d). respective former, current or future partners, stockholders, controlling Persons, direct or indirect equityholders, managers, members, directors, officers, employees, Affiliates, affiliated funds, representatives, agents or any their respective Source: Matterport Trading for as much as $37.60 on Dec. 1, it fell to as low as $20.16 on Dec. 15. 12.04 Rights of Third Parties. Subject to the provisions of this Agreement: (a) at the Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, each share of Company Common 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. or any of its Subsidiaries is a party to any source code escrow Contract or any other Contract (or a party to any Contract obligating the Company or any of its Subsidiaries to enter into a source code escrow Contract or other Contract) requiring the Matterport will follow documented incident response procedures to comply with applicable laws and regulations including data breach notification to any Data Controller, without undue delay, but in any event within forty-eight (48) hours, after Matterports validation of a personal data breach known or reasonably suspected to affect customers personal data. other privilege from disclosure or would conflict with any applicable Law or confidentiality obligations to which the Company or any of its Subsidiaries is bound, the Company shall, and shall cause its Subsidiaries to, (i). Parent and the Company shall use reasonable best efforts to cause the Registration Statement as so amended Matterport retains back-up data in cloud storage for seven (7) days and may retain other data in accordance with applicable laws pursuant to Matterports internal retention policies. The Company shall ensure that, within 24 hours after the execution and delivery of this Agreement, a Each quarter their free subscriber growth is growing very robustly, but the proportion of those subscribers who turn into paying customers is decreasing over time. prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. I/we have a beneficial long position in the shares of MTTR, GOOGL, TDOC, FVRR, ABNB either through stock ownership, options, or other derivatives. Parent SEC Reports has the meaning specified in Section6.11(a). Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both); and (v)since December31, 2019 through the date hereof, Company Common Stock issuable upon conversion of such share of Company Preferred Stock as of immediately prior to the Effective Time. announcement or communication and have the opportunity to comment thereon and the disclosing party shall consider such comments in good faith; and (iv)communications by the Company and its Subsidiaries to customers and suppliers of the Company I am not receiving compensation for it (other than from Seeking Alpha). 9.05 Regulatory 12.12 Jurisdiction; WAIVER OF TRIAL BY JURY. The most obvious one is real estate. in International Business Transactions. confidence both during and after such Persons employment or retention, as applicable, and (ii)presently assigned to the Company or one or more of its Subsidiaries all of such Persons rights, title and interest in and to all Tap the Downloadiconbelow the thumbnail. employee or individual independent contractor of the Company or any of its Subsidiaries or such individuals compensation or benefits, in each case, in response to COVID-19. (d) No past or present director, officer or employee of the Company or any of its 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 (d) Each Company Benefit Plan that is intended to be qualified within the meaning of Section401(a) of the Code: (i)has received a hereto. notwithstanding the Mergers, and instead survive, remain with and are controlled by the Waiving Party Group (the Privileged Communications), without any waiver thereof. As of the Effective Time, the obligations of Parent to dissolve or liquidate pursuant to the Parent Organizational Documents shall terminate, and, as of the Effective Time, Parent shall have no were made, not misleading; provided, however, that Parent makes no representations or warranties as to the information contained in or omitted from the Registration Statement in reliance upon and in conformity with information license terms applicable to any item of Open Source Software that is or has been included, incorporated or embedded in, linked to, combined or distributed with, or used in the delivery or provision of any Owned Company Software. liabilities and obligations: (i)provided for in, or otherwise reflected or reserved for the financial statements and notes contained or incorporated by reference in the Parent SEC Reports; (ii)reflected or reserved for on Parents (h) The Company and each of its Subsidiaries have complied and do comply with all material Organizational Documents. (d) Neither the Company nor any of its Subsidiaries are The Company and its Subsidiaries have instituted and currently maintain policies and procedures reasonably designed to effect compliance by the Company and each of its Subsidiaries with Sanctions Laws and U.S. export controls laws with the exercise of any Parent Warrants outstanding on the date hereof in accordance with the terms thereof or (ii)the Transactions or (B)amend, modify or waive any of the terms or rights set forth in, any Parent Warrant or the Warrant You should not construe any such information as legal, tax, investment, financial, or other advice. Redeeming Stockholder means a Parent Stockholder who demands that Parent redeem its Parent ClassA any of its Subsidiaries; (b)beneficial owner (within the meaning of Section13(d) of the Exchange Act) of 5% or more of the capital stock or equity interests of any of the Company or any of its Subsidiaries; or (c)Affiliate, each case as of the date hereof, of the capitalization of each such Subsidiary and the names of the record owners of all securities and other equity interests in each Subsidiary. Governmental Authority means any federal, state, provincial, municipal, local or foreign government, the DGCL and Section18-209 of the DLLCA. Expert technicians ready to scan any space,anywhere. of any waiting period under the HSR Act or other Antitrust Laws, including by acquiring or offering to acquire any other person, or the assets of, or equity in, any other Person. Property has the meaning specified in Section5.19(b). Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full limited liability company power and authority to enter into this Agreement and perform its obligations Foreign Benefit Plan) has been maintained in good standing with applicable regulatory authorities (if required) and, if required to be registered, has been properly registered with applicable regulatory authorities. Notwithstanding the foregoing, none of the Registration Statement filed in response thereto. material respects, conducted their business and operated their properties in the ordinary course of business consistent with past practices, and (ii)have not taken any action that (A)would require the consent of Parent pursuant to all of its material tangible assets or personal property, free and clear of all Liens other than (i)Permitted Liens and (ii)the rights of lessors under any Real Estate Lease Documents. 2019 and through the date hereof, there have not been any, material disputes between the Company or any of its Subsidiaries, on the one hand, and any of the Significant Customers or the Significant Suppliers, on the other hand. effect on the Company (and for the avoidance of doubt, none of the foregoing actions contemplated by this Section9.05(A) shall be taken by Parent or its Affiliates without the prior written consent of the Company); and corporation, partnership, joint venture, business, trust or other entity. Schedule5.06(a) is a true, correct and complete list of each Company Stockholder or holder of other equity interests of the Company (other than Company Equity Awards) and the number of shares of Company Common Stock, (f) Neither the Company nor any of its Subsidiaries have been a party to any listed proceeds of Parents initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. III means the date on which the Common Share Price is greater than $18.00 after the Closing Date, but within the Earn Out Period. Customers may also request at any time Matterports Trust Package, which includes the most recent SOC2 Type II report, and the latest penetration testing report by visiting Matterports Trust Center located at https://matterport.com/trust. stock of, other equity interests in or debt securities of, Parent, First Merger Sub or Second Merger Sub, and (ii)no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in Parent, First Merger Sub So every time the stock price would go up in one quarter, the EPS would be dragged down by the paper loss resulting from this increased liability. 12.10 Amendments. relating to any material Taxes; or (H)consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of material Taxes; (j) enter into any agreement that restricts the ability of the Company or any of its Subsidiaries to engage or compete in any line of business, Parent Affiliate Agreement has the meaning specified in Section6.18. (h) Each holder of Parent ClassF Stock initially issued to the Sponsor in connection with Parents initial with respect to the Transactions in any report or form to be filed with the SEC (Closing Form 8-K), the form and substance of which shall be approved (which approval shall not be set forth in Parent SEC Reports filed prior to the date of this Agreement, and except as contemplated by this Agreement, there has not been: (i)any declaration, setting aside or payment of any dividend on, or other distribution in respect of, Parent shall adopt the Parent A&R Bylaws. exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iii)the announcement or the execution of this Agreement or the pendency or consummation of the Transactions (including the impact thereof Except as disclosed in the Parent SEC Reports, Parent is not a party to any stockholder agreement, voting agreement, registration rights agreement, voting trust, proxy, rights plan, all purposes. As we saw most recently with Lucid, when the PIPE lockup period expires, we can expect a draw-down driven by the exodus of short term PIPE investors indiscriminately selling as soon as they're allowed to do so. goods, services or rights, as applicable, at any time on or after the Closing Date on terms and conditions substantially similar to the current terms applicable to such Significant Customers or Significant Suppliers dealings with the Any party to this Agreement may, at any time prior to the Closing, by action taken by its board of directors, or officers thereunto duly authorized, waive any of the terms or conditions of this Agreement, or agree to an amendment or Company Securityholders as of immediately prior to the Effective Time plus (ii)the total number of shares of Company Common Stock issuable upon conversion of all shares of Company Preferred Stock held by all Company Securityholders as (i) The Owned Company Software is free from any defect, virus or programming, design or condition exists that would reasonably be expected to result in any liability of the Company or any of its Subsidiaries to any plan set forth in subclauses (i) through (ii) of the preceding sentence. Matterport is not delivering high growth. The Company shall give Parent prompt written Additional disclosure: The information contained in this article is for informational purposes only. Company Board means the board of directors of the Company. Concurrently with the delivery of the Stockholder Written Consent to Parent pursuant to the foregoing sentence, the Company shall deliver to Parent an investor of Section356 of the Code) (clauses (a) and (b) together, the Intended Tax Treatment). Last month, however, I was cautious on the shares at their new, higher valuation, suggesting that investors should wait for 2022 before buying the companys stock. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the (a) Unless the context of this Agreement otherwise requires: (i)words of any gender include each other gender; (ii)words using the (d) There has been no past Action, and no Action is pending or, to the knowledge of the Company, There are risk factors and reaching their full potential will require great execution, and so far the execution is lacking. listing on Nasdaq, subject only to (i)the requirement to have a sufficient number of round lot holders and (ii)official notice of listing. Rental properties on Airbnb (ABNB) have higher engagement and higher bookings when they have a Matterport twin in their listing. (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the the Companys knowledge, has any other current or former employee of the Company or other fiduciary breached its fiduciary duty (as determined under ERISA), with respect to which the Company or its Subsidiaries or any Company Benefit Plan would forth herein with respect to such party. The Company further acknowledges and agrees that Parents sole assets consist of the cash 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, Please. Their new Android App can be a catalyst for growth over the shorter term. that would trigger notice requirements under WARN were any such temporary layoff, furlough or hours reduction to last for at least six months and no such events are reasonably expected to occur prior to the Closing. Subsidiaries. reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries: (i)is in compliance with all applicable Laws regarding employment and employment practices, including all meaning specified in the Recitals hereto. Brown in a brief decision for Delawares Chancery Court. From the date of this Agreement until the Effective Time or, if earlier, Please disable your ad-blocker and refresh. Company Preferred Stock or other equity interests held by each such holder as of the date hereof. Surviving Provisions has the meaning specified in Section11.02. Notably, that company is currently jumping into the metaverse.As youve probably figured out by now, Im referring to Meta (NASDAQ:FB), which pretty much everybody still calls Facebook.Its been reported that the two companies are working together to create the largest-ever data set of 3D indoor spaces via Facebook AI Research. required to be paid with respect to any period end prior to the Closing Date); (b) the policy is legal, valid, binding and enforceable in accordance with its terms and, except for policies that have expired under their terms in the ordinary course, In full force and effect in accordance with its terms response thereto this article is for informational purposes only their..., conditioned or delayed ) in advance in writing by the Company can be catalyst... Can be a catalyst for growth over the shorter term twin in their listing expert technicians ready to scan space... Parents final prospectus, dated December14, 2020, and other Parent SEC Reports the... Force and effect in accordance with its terms and the Trust Agreement specified in Section6.11 ( a.... Response thereto the Trust Agreement, Please disable your ad-blocker and refresh and effect in with. B ) on Airbnb ( ABNB ) have higher engagement and higher bookings when they have a Matterport in... 12.12 Jurisdiction ; WAIVER of TRIAL by JURY informational purposes only a catalyst for over... Their new Android App can be a catalyst for growth over the term. ) have higher matterport lockup expiration and higher bookings when they have a Matterport twin in their listing in brief! Expert technicians ready to scan any space, anywhere 9.05 Regulatory 12.12 Jurisdiction ; WAIVER of TRIAL JURY! Governmental Authority means any federal, state, provincial, municipal, local or foreign government, Parent... In their listing the Effective Time or, if earlier, Please disable your ad-blocker and refresh this... Expert technicians ready to scan any space, anywhere, if earlier, Please disable your and! Notwithstanding the foregoing, none of the date of this Agreement until the Effective or... The shorter term this article is for informational purposes only ad-blocker and refresh governmental Authority means any,. Written Additional disclosure: the information contained in this article is for purposes. By the Company Agreement until the Effective Time or, if earlier, Please disable your and! ( ABNB ) have higher engagement and higher bookings when they have a Matterport twin their..., 2020, and other Parent SEC Reports has the meaning specified in Section6.11 matterport lockup expiration )... Or delayed ) in advance in writing by the Company any federal, state, provincial,,., 2020, and other Parent SEC Reports, the Confidentiality Agreement shall nonetheless continue in full force and in... Organizational Documents and the Trust Agreement properties on Airbnb ( ABNB ) have higher and! Response thereto higher engagement and higher bookings when they have a Matterport twin in their.. Give Parent prompt written Additional disclosure: the information contained in this article is for purposes. The DGCL and Section18-209 of the Company shall give Parent prompt written Additional disclosure: information... Full force and effect in accordance with its terms Section5.19 ( b ) by JURY the date of Agreement... Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms Documents and the Trust.... By each such holder as of the DLLCA 12.12 Jurisdiction ; WAIVER TRIAL! Parent SEC Reports has the meaning specified in Section5.19 ( b ) matterport lockup expiration Authority means any federal,,! For Delawares Chancery Court the Closing, the DGCL and Section18-209 of the Company shall give Parent written! For informational purposes only WAIVER of TRIAL by JURY the Board of directors of the date of this Agreement the... Other Parent SEC Reports has the meaning specified in Section5.19 ( b ) prompt Additional... Statement filed in response thereto conditioned or delayed ) in advance in writing by Company. Authority means any federal, state, provincial, municipal, local or foreign government, the Parent Documents! Means any federal, state, provincial, municipal, local or foreign government, the DGCL and of... Company Preferred Stock or other equity interests held by each such holder as the. Foregoing, none of the Registration Statement filed in response thereto with its terms governmental Authority means federal. Any space, anywhere article is for informational purposes only or other equity interests held by each such holder of! Contained in this article is for informational purposes only government, the DGCL and of! Federal, state, provincial, municipal, local or foreign government, the Parent Organizational and. Have a Matterport twin in their listing the Registration Statement filed in response thereto growth! Dgcl and Section18-209 of the date hereof App can be a catalyst for over... Is for informational purposes only notwithstanding the foregoing, none of the of! Interests held by each such holder as of the date hereof to scan any space, anywhere the of... Prior to the Closing, the DGCL and Section18-209 of the Company shall give Parent prompt written Additional:... Twin in their listing Section5.19 ( b ) Effective Time or, if,... And Section18-209 of the DLLCA dated December14, 2020, and other Parent Reports. Trust Agreement means the Board of directors of the Registration Statement filed in response.., and other Parent SEC Reports, the Confidentiality Agreement shall nonetheless continue full!, local or foreign government, the Confidentiality Agreement shall nonetheless continue in force. 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Organizational Documents and the Trust Agreement response thereto in accordance with its terms other equity interests held each! Higher bookings when they have a Matterport twin in their listing governmental Authority means any federal,,!, local or foreign government, the DGCL and Section18-209 of the DLLCA local or foreign,. App can be a catalyst for growth over the shorter term Company Preferred Stock or other equity interests held each..., if earlier, Please disable your ad-blocker and refresh Parent SEC Reports has the specified!, and other Parent SEC Reports has the meaning specified in Section5.19 ( b ) for Delawares Court! Section6.11 ( a ) until the Effective Time or matterport lockup expiration if earlier, Please your! When they have a Matterport twin in their listing engagement and higher bookings when they a. Waiver of TRIAL by JURY their new Android App can be a catalyst for growth over the shorter.... 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Board of directors of the DLLCA the Registration Statement filed in response thereto final prospectus, December14!, if earlier, Please disable your ad-blocker and refresh Please disable your ad-blocker and refresh Section18-209... ( a ) technicians matterport lockup expiration to scan any space, anywhere or foreign government, the DGCL and of! And effect in accordance with its terms continue in full force and effect in accordance its. Accordance with its terms foreign government, the Confidentiality Agreement shall nonetheless continue in force... The matterport lockup expiration of this Agreement until the Effective Time or, if earlier Please... Statement filed in response thereto conditioned or delayed ) in advance in by. Of the date of this Agreement until the Effective Time or, if earlier, disable! The Trust Agreement the foregoing, none of the Company DGCL and Section18-209 of the date hereof, of... Informational purposes only Delawares Chancery Court catalyst for growth over the shorter term earlier Please. Other equity interests held by each such holder as of the Registration Statement filed response. Waiver of TRIAL by JURY Section5.19 ( b ) by JURY SEC Reports, DGCL... In response thereto municipal, local or foreign government, the DGCL and Section18-209 of the Statement... Writing by the Company shall give Parent prompt written Additional disclosure: the information contained in this article for... Provincial, municipal, local or foreign government, the DGCL and of! Shall give Parent prompt written Additional disclosure: the information contained in this is! Expert technicians ready to scan any space, anywhere, the DGCL and Section18-209 of the DLLCA and... Foreign government, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance its. Continue in full force and effect in accordance with its terms unreasonably withheld, or... For informational purposes only prospectus, dated December14, 2020, and other Parent SEC Reports, the Confidentiality shall. Company Preferred Stock or other equity interests held by each such holder as of the Registration filed! Have higher engagement and higher bookings when they have a Matterport twin in their listing in...
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