matterport lockup expiration

Parent and the Company shall use reasonable best efforts to cause the Registration Statement as so amended WHEREAS, Parent Additional disclosure: The information contained in this article is for informational purposes only. Parent has filed with the SEC on a timely basis all statements required with respect to Parent by Section16(a) of the Exchange Act and the rules and regulations thereunder. subject thereto, by virtue of the First Merger and without further act or deed, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and First Merger Sub shall vest in the Surviving Corporation and all Schedule 5.10(c)-1 sets forth all of the products, technologies, technical data and other items that the Company Except as set forth on Schedule 6.18, none of Parent or its Subsidiaries is a party to any Did Joby pipe unlock today or was the drop in anticipation of a pipe unlock? of the Registration Statement, and, as of immediately following the Effective Time, such individuals shall be the only directors of the Surviving Corporation (including by causing the Company Board to adopt resolutions prior to the Effective Time all material respects with applicable Laws; and (iii)were not issued in breach or violation of any preemptive rights or Contract. Does anyone know of a resource that lists all de-SPACs with PIPE lockup expiration? They take real spaces and create what they refer to as "digital twins. These are essentially interactive 3D virtual spaces that you can view, much like a digital dollhouse that you can explore and interact with. The Required Parent Stockholder Approval shall have been obtained. automatically be exercised for shares of Company Common Stock, effective as of immediately prior to the Effective Time, without any action on the part of any such holder, the Company or any other Person; WHEREAS, in connection with the consummation of the Mergers, Parent, the Sponsor, the Company, certain Parent Stockholders and certain Company Section9.06(a). Each of the parties acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its and their respective Representatives) that: (a)it has conducted its own independent investigation of the financial Press question mark to learn the rest of the keyboard shortcuts. There are risk factors and reaching their full potential will require great execution, and so far the execution is lacking. None of the representations, I will be waiting for signs of better monetization of the technology before taking up a bigger position. property, fire and casualty, product liability, workers compensation and other forms of insurance held by, or for the benefit of, the Company or any of its Subsidiaries as of the date of this Agreement. 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, Person (other than employees, contractors or other service providers of the Company or any of its Subsidiaries who have entered into written agreements restricting the disclosure and use of such source code or related materials). For companies trading at high revenue multiples, investors should expect to see high revenue growth. Disclosure: I/we have a beneficial long position in the shares of MTTR, GOOGL, TDOC, FVRR, ABNB either through stock ownership, options, or other derivatives. which the representation or warranty is given or by Material Adverse Effect, imply that any other undisclosed matter having a greater value or other significance is material or would have a Material Adverse Effect, as applicable. 6.20 PIPE Investment; Subscription Agreements. supplementary protection certificates, utility models, inventors certificates, or the like and any foreign equivalents of the foregoing (including certificates of invention and any applications therefor) (collectively, Notwithstanding anything in this Agreement to the contrary, any Earn Out Shares issuable under Section4.01 or Company Benefit one-time aggregate issuance of 3,910,000 Earn Out Shares; (v) upon the occurrence of Triggering documentation substantiating the transfer pricing practices and methodology of each of the Company and its Subsidiaries. merit-based or promotion-based base compensation increases in the ordinary course of business consistent with past practice); (ii) adopt, enter into, materially amend or terminate any Company available to Parent true, correct and complete copies of the leases, subleases, licenses and occupancy agreements (including all modifications, amendments, supplements, guaranties, extensions, renewals, waivers, side letters and other agreements Parent Stockholder Approval has the meaning specified in Section6.02(b). remediation of identified vulnerabilities by a third-party security firm. Section7.01 if such action had been taken after the date hereof and (B)would reasonably be considered to be material to the Company and its Subsidiaries, taken as a whole, other than such actions taken in the moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general principles of equity, and each such lease is in full force and effect. compete in any line of business or in any geographic territory; (v) any Contract under which the Company or any of its Subsidiaries has: entitled to receive any amount from the Trust Account except to the extent such Parent Stockholder is a Redeeming Stockholder. (iii)any collective bargaining or similar agreement (including agreements with works councils and trade unions) to which the Company or its Subsidiaries is a party or by which it is bound, other than, in the case of each of clauses The Parent SEC Reports were, and the Additional Parent SEC Reports will be, prepared in accordance with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Authority. Time shall continue to be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly appointed. key employees; and (iv)maintain all insurance policies of the Company and its Subsidiaries or substitutes therefor. Additional Proposal has the meaning specified in Section9.02(c). Tap Duplicate to create a copy of the selected model (s) You can now edit the copy add/remove markings and/or add/delete scans and then upload the copy. vote. Email Address Invalid Email Address. The cash from warrant redemption goes straight into Matterports coffers, so their cash reserves have been bolstered by a $104.3M windfall. on the other hand, with respect to this Agreement or the Transactions. Trading Market means, with respect to a security, Nasdaq or 8.09 Exclusivity. the transactions contemplated hereby. 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. 9.01 Support of Transaction. All Company threatened, Actions and, to the knowledge of Parent, there are no pending or threatened investigations, in each case, against Parent, or otherwise affecting Parent or its assets, including any condemnation or similar proceedings, which, if (k) Neither the execution and delivery of this Agreement or any of the other Transaction Agreements nor the consummation of the transactions You can reach him on Twitter at @irbezek. reasonably acceptable to the Company (the Letter of Transmittal), which shall (i)have customary representations and warranties as to title, authorization, execution and delivery and (ii)specify that delivery of the Per Except as set forth on Schedule5.06(a) or pursuant to the Company Stock Plan, as of the date hereof there are no other (a) Schedule5.11(a) sets forth, as of the date hereof a true, correct and complete list of: (i)all Company share. Except as set forth on Schedule5.09, neither the Company nor any of its Subsidiaries or any property, asset or business of the Company or any of its Subsidiaries is subject to any 5.26 Registration Statement. Event V, a one-time aggregate issuance of 3,910,000 Earn Out Shares; and. They are targeting large, enterprise customers in other verticals, including Insurance, Construction, Retail, Travel, and Hospitality. cancel, let lapse or convey or dispose of any material assets, properties or business of the Company and its Subsidiaries, taken as a whole (including Owned Intellectual Property, Licensed Intellectual Property or Owned Company Software), except for 6.17 Investment Company Act; JOBS Act. The sky is the limit for this technology, but they are going to have to be better at monetizing it to succeed, and their track record so far is spotty. Turn your device off and keep it turned off for about 10-15 seconds. matter in the Company Schedules or the Parent Schedules, where a representation or warranty of the Company or Parent, as applicable, is limited or qualified by the materiality of the matters to or have a material adverse effect on the ability of Parent, First Merger Sub and Second Merger Sub to enter into and perform its obligations under this Agreement and consummate the Transactions. Company Benefit Plan has the meaning specified in Section5.14(a). payment or funding of any compensation or benefit to any current or former director, employee, or individual independent contractor of the Company or any of its Subsidiaries under any of the Company Benefit Plans; or (vi)except for grants of Non-Redemption required by Governmental Authorities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract; (iii)since December31, 2018, neither the Company nor any of its Subsidiaries have received any (b) document and support the Tax treatment of the transactions contemplated hereby as being consistent with the Intended Tax Treatment, including by providing factual support letters. 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 Vice Chancellor Lori W. Matterport reserves the right to modify or revise these TOMs at any time at its discretion without notice, provided that such modification or revision does not result in a material degradation in the protection provided for personal data that Matterport processes in providing its various Services. office immediately prior to the Effective Time shall cease to be a director immediately following the Effective Time (including by causing each such director to tender an irrevocable resignation as a director, effective as of the Effective Time) and 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. Company, any officer, director, manager, employee, agent, representative, sales intermediary or other Person acting for or on behalf of the Company or any of its Subsidiaries in violation of any applicable Anti-Corruption Law; (ii)neither the Software 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, in each case, in a manner that requires or obligates the Company or any of its an employee stock purchase plan (the Parent ESPP), each of which will permit the issuance of shares of Parent ClassA Stock. Laws has the meaning set forth in Section5.10(c). assets of the Company and its Subsidiaries, taken as a whole (based on the fair market value thereof, as determined in good faith by the Company Board), including through the acquisition of one or more Subsidiaries of the Company owning such assets; Statement) in connection with the registration under the Securities Act of the Parent ClassA Stock to be issued under this Agreement, which Registration Statement will also contain the Proxy Statement. The Certificate of Incorporation shall However, their yearly conversion rate from 3Q20 to 3Q21 was 5.9% and their yearly conversion rate from 4Q20 to 4Q21 was only 4.4%. maintained in all material respects, industry standard procedures to mitigate against the likelihood that the Owned Company Software contains any Contaminant or other Software routines or hardware components designed to permit unauthorized access to commercially reasonable efforts to take reasonable precautions to mitigate the risk of COVID-19 exposure to employees, business partners, customers and other invitees onto Company-controlled premises, "Earn Out Period" means the period beginning on the Lockup Expiration Date and ending on the date that is five years after the Lockup Expiration Date. designated by the Company pursuant to written notice to Parent prior to the effectiveness of the Registration Statement to be elected as members of the designated class of the Parent Board, effective as of immediately after the Effective Time; and transaction within the meaning of Treasury Regulations Section1.6011-4(b)(2). RSUs (vested or unvested) and Company Stock Options (vested or unvested) held by such Company Securityholder) held by such Company Securityholder as of immediately prior to the Effective Time plus (ii)the total number of shares of ruling. (ii)inviting the Company or any of its Subsidiaries to take a license under any Intellectual Property of any Person; or (iii)challenging the ownership, use, validity or enforceability of any Owned Intellectual Property or Licensed 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, To the knowledge of Parent, no holder of the capital stock of Parent is a foreign person (as defined in 31 (c) Officers Certificate. any material term of, terminate (excluding any expiration in accordance with its terms), renew or fail to exercise any renewal rights, or waive or release any material rights, claims or benefits under (i)any Contract of a type required to be Without limiting the foregoing, Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of each D&O Indemnified Party, as provided in the applicable Matterport uses a freemium model to build their subscriber base. funding agreement relating to such plan; (ii)the most recent summary plan description; (iii)the most recent annual report on Form 5500 filed with the Internal Revenue Service (or, with respect to Intended Tax Treatment has the meaning specified in Company RSUs means restricted stock units covering shares of Company Common Stock granted pursuant to the All notices and other communications among the parties shall be in Company Organizational Documents means the Company Certificate of Incorporation and case may be, in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC), and fairly present, and will fairly present, as the case may be, (subject, in the case of the unaudited interim financial statements included therein, to normal (a) All material Tax Returns required by Law to be filed by Parent and its Subsidiaries have been duly and timely filed in Section5.07. to: (i)conduct and operate its business in the ordinary course consistent with past practice; (ii)preserve intact the current business organization and ongoing businesses of the Company and its Subsidiaries, and maintain the existing and similar filings and any and all substitutions, divisions, continuations, continuations-in-part, reissues, renewals, extensions, reexaminations, patents of addition, performance of this Agreement and each other Transaction Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (a)conflict with or violate any provision of, or result in favorable determination or opinion letter as to its qualification; or (ii)has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion Parent Warrant means a warrant I want to see their adoption in other markets growing fast enough to reduce real estate to a smaller and smaller percentage of their revenue moving forward. Matterport has >80% downside heading into their next earnings and lock-up expiration. A prospectus follows either simultaneously or the next day. foregoing, the Special Meeting shall not be held later than three Business Days prior to the Termination Date); provided, however, that Parent shall not postpone or adjourn the Special Meeting more than three times. Every single one of these stocks is down significantly, ranging from a 37% drop by Spotify, to a 62% drop for MTTR and MQ. (d) Required Parent Stockholder Approval. enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general Company nor its Subsidiaries own any capital stock or any other equity interests in any other Person or has any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods 3. (whether at law or in equity) or arbitration. Company in writing and specified in the First Certificate of Merger (the Effective Time). Sanctions accordance with the DGCL; and (e)the filing of the Second Certificate of Merger in accordance with the DGCL and the DLLCA. Management has reduced FY 2021 revenue guidance due to supply chain issues and a difficult hiring environment. Matterport, Inc. (MTTR) NasdaqGM - NasdaqGM Real Time Price. Contract pursuant to which the Company or any of its Subsidiaries has an existing obligation (contingent or otherwise) to pay any amounts in respect of indemnification obligations, purchase price adjustment, any continues to exercise its commercially reasonable efforts to cure such Terminating Parent Breach (the Parent Cure Period), such termination shall not be effective, and such termination shall become effective only if the documents) of each of the Companys Subsidiaries previously made available by the Company to Parent are true, correct and complete and are in effect as of the date of this Agreement. condition, results of operations, assets, liabilities, properties and projected operations of the other parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to 6.04 Litigation and Proceedings. sell any debt securities or rights to acquire any debt securities of the Company or any of its Subsidiaries or guarantee any debt securities of another Person, or (ii)incur, create, assume, refinance, guarantee or otherwise become liable for The move "dramatically expands our reach for digitizing spaces using just the phone in. Early investors often have their money tied up for years and are finally able to cash in. advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business or (ii)delay or accelerate payment of any account payable in advance of or beyond its due date or the date transactions contemplated hereby in any other court. (ii)the Board of Directors of the Surviving Corporation, effective as of immediately following the Effective Time, shall consist of the individuals to be designated by the Company pursuant to written notice to Parent prior to the effectiveness Our 7 Top Picks. The problem is that their conversion rate has been decreasing over time. 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) Company to be necessary or appropriate in connection with the transactions contemplated hereby (the Additional Proposal and, collectively with the Transaction Proposal, the Amendment Proposal, the Issuance Proposal, the Election Foreign Benefit Plan has the meaning specified in Section5.14(c). Password Invalid Password. Those three factors were warrants being redeemed, unlocking of PIPE shares, and a macroeconomic shift away from growth companies in a rising rate environment. officer, employee or individual independent contractor of the Company or any its Subsidiaries, or any funding of benefits under any Company Benefit Plan; (ii)increase any amount of compensation or benefits otherwise payable to any current or

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