matterport lockup expiration

Companies typically report lower-than-expected earnings for a few quarters while waiting for their subscription revenue to catch up to what they used to receive from their fatter, one-time license payments. Representatives. existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business Most Recent Financial Statements (which such Liens are referenced or Liens the existence of which is referred to in the notes to the balance sheet included in the Most Recent Financial Statements); and (g)Liens described on The stock has also dropped precipitously along with every other growth stock since rallying to an ATH at the beginning of December. 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 The main reason for this was due to supply chain issues leading to lower sales of their Pro2 camera (mostly due to chip shortages). Matterport operates, manages, and controls the components from its host operating system and virtualization layer down to the physical security of the facilities in which the service operates. 5.09 Litigation and Proceedings. shares of First Merger Sub common stock have been duly authorized, validly issued and fully paid and are non-assessable and are not subject to preemptive rights. Matterport, with its well-known dollhouse models, is the leader in digitizing physical spaces. I have no business relationship with any company whose stock is mentioned in this article. Date, but within the Earn Out Period. subject to preemptive rights and are held by Parent. They also provide seamless integration with Matterport, allowing you to drop your digital twin into their software. The Required Parent Stockholder Approval shall have been obtained. (b) Unless the context of this Agreement otherwise requires, references to agreements and other documents shall be deemed to include all Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent in connection with of Parent to enter into and perform its obligations under this Agreement and consummate the Transactions. (i)any of the Significant Customers or the Significant Suppliers intends to stop, or materially decrease the rate of, its business with the Company and its Subsidiaries after the Closing, or (ii)there has been or will be any material C.F.R. Each Foreign Benefit Plan that is intended to qualify for special tax treatment meets all the requirements for such treatment. Parents preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) an amendment or supplement to the Registration Statement. Amounts in the Trust Account are invested in United States this Agreement or the consummation of the transactions contemplated hereby, applicable requirements of the HSR Act (and the expiration of the required waiting period thereunder) and applicable Securities Laws and Nasdaq rules and regulations and the 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 opportunity to its stockholders to have their Parent ClassA Stock redeemed for the consideration, and on the terms and subject to the conditions and limitations, set forth in this Agreement, the Parent Organizational Documents, the Trust So is it time to pull the trigger on MTTR stock? is a party or by which any of its assets are bound. or adopt any such Parent Benefit Plan. This infrastructure is composed of the hardware, software, networking, and facilities that run the cloud-based Services. 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 Matterport will maintain measures meant to regularly identify, manage, assess, mitigate and/or remediate vulnerabilities within the Matterport computing environments. interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4. class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby. Representative means, as to any Person, any of the officers, directors, managers, employees, agents, Laws has the meaning set forth in Section5.10(c). this Agreement by each of Parent, First Merger Sub and Second Merger Sub and (in the case of Parent), upon receipt of the Parent Stockholder Approval and the effectiveness of the Parent A&R Charter, the consummation of the transactions 2023 Matterport, Inc. All rights reserved. (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 Company Common Stock (including the aggregate number of shares of Company Common Stock issuable upon exercise of all Company RSUs (vested or unvested) and Company Stock Options (vested or unvested) held by all Company Securityholders) held by all contained in this Agreement shall give the Company, directly or indirectly, any right to control or direct the operations of Parent or its Subsidiaries at any time. There are no side letters and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a)cause the description of the Trust Parent Intervening Event Notice has the meaning specified in Section9.02(e). First Merger Sub or Second Merger Sub to enter into and perform its obligations under this Agreement and consummate the Transactions. Between 3Q20 and 4Q20, they added 51k new members and 4k new paid subscribers, for a conversion rate of 7.8%. To Parents knowledge, such disclosure controls and procedures are effective in timely alerting Parents principal Part 800.208) over the Company Stockholder Written Consent has the meaning specified in Section7.08. income tax purposes. I am not receiving compensation for it (other than from Seeking Alpha). in International Business Transactions. liability fronting programs, self-funded health programs and self-funded general liability and automobile liability front programs, self-funded health programs and self-funded workers compensation programs that are not yet, but may be, Matterport had massive revenue growth in the second quarter of 2020, but since then the growth has been less impressive. Terms, conditions, features, support, pricing, and service options are subject to change without notice. (i) For U.S. federal income tax purposes, Parent has, since its formation, been treated as a corporation that is a United States person. Incorporation means the Amended and Restated Certificate of Incorporation of Parent, filed with the Secretary of State of the State of Delaware on December10, 2020. (c) As of Except as set forth on There has been no prohibited transaction within the meaning of Section4975 of the Code or Section406 of ERISA that is not exempt under Section408 Matterport ( NASDAQ: MTTR) is the leader in the digitization of the built world. Property free and clear of all Liens (other than Permitted Liens). (b) The Second Merger shall have the effects set forth in this Agreement, the DGCL and the The Certificate of Incorporation shall It also means since the release of their iPhone app in Q2 2020, quarterly revenue will have potentially only grown 6.7%. None of the Company, any of its Subsidiaries or any third party at the direction or authorization of the Company or any of its Matterport Pro Cameras. (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 December31, 2020, in each case prepared in accordance with GAAP and Regulation S-X, and audited in accordance with the standards of the PCAOB, and unaudited interim financial statements prepared in withdrawal, termination, amendment or modification is contemplated, and, to the knowledge of Parent, as of the date of this Agreement none of the commitments contained in any Subscription Agreement has been withdrawn, terminated or rescinded by any Parent shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably ordinary course of business consistent with past practice or that otherwise does not exceed $500,000 in the aggregate; (n) (i) issue or Terms, conditions, features, support, pricing, and service options are subject to change without notice. (c) Each of Parent and its Subsidiaries has (i)withheld or collected all material amounts of Taxes, and has complied in expected to be material to the Company and its Subsidiaries, taken as a whole. Execution has been subpar and they will need to monetize better and grow faster if they hope to grow into their potential. Parent ClassA Stock and Parent ClassF Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Transaction Proposal; (ii)holders of a majority of the outstanding shares of Parent The Company also agrees that, immediately following the execution of this Agreement, it shall, and shall cause each 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. Some of this is also linked to real estate cyclicality. (e) Company Stockholder Approval. As of the date hereof, assuming the conditions set forth in rule, regulation or Governmental Order, in each case, of any Governmental Authority. effectiveness of the Parent A&R Charter, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. First Merger Sub pursuant to this Section3.01(c) shall constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately following the Effective Time; and. 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. Matterport came public through a reverse merger SPAC. 50% of the combined voting power of the then outstanding securities of Parent or the surviving Person outstanding immediately after such combination; or (c)a sale of all or substantially all of the assets of Parent and its Subsidiaries, taken you can explore and interact with. Treasury Regulations means the regulations promulgated under the Code. Given the carnage among speculative growth stocks in recent months, its rare to see a firm that has merged with a SPAC like Matterport trading north of $20. Accordingly, the Company (on behalf of itself and its Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Intellectual Property, other than non-exclusive click-wrap, shrink-wrap and They are trading at a high revenue multiple with challenges putting pressure on their growth. (b) All material amounts of Taxes due and payable by the Company or any of its Subsidiaries have the meaning specified in Section9.03(c). Second from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Authority regarding any of the Transactions; (ii)permit each other to review in advance any proposed substantive written communication to any such Anti-Corruption Laws means any applicable Laws relating to anti-bribery or anti-corruption (governmental or Requirement has the meaning specified in Section8.11. this Agreement to be executed and delivered as of the date first written above by their respective officers thereunto duly authorized. OF PARENT, FIRST MERGER SUB AND SECOND MERGER SUB. pending or, to the knowledge of Parent, threatened with respect to the Trust Account. Parent ESPP Proposal has the meaning specified in Second Effective Time). The Company shall ensure that, within 24 hours after the execution and delivery of this Agreement, a Intellectual Property means all worldwide rights, title and any shares of Parent ClassA Stock pursuant to the Offer (to the extent not already paid). 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 6.11 Parent SEC Reports; Financial Statements; All outstanding Schedule5.06(b)-1, as of the date hereof the Company is not party to any stockholders agreement, voting agreement or registration rights agreement relating to its equity interests. Company Equity Awards means the Company Stock Options Matterport will maintain information security policies and make sure that policies and measures are regularly reviewed and amend such policies as Matterport deems reasonable to maintain protection of Services and data processed therein. all purposes. 1125 N. Charles St, Baltimore, MD 21201. the date of this Agreement until the Effective Time, except as otherwise contemplated by this Agreement, the Company and its Subsidiaries shall not, and the Company shall use its reasonable best efforts to require each of its controlled Affiliates Section3.06(a), in the event the per share exercise price of a Company Stock Option as in effect as of immediately prior to the Effective Time is greater than or equal to the cash equivalent of the Per Share Company Common For example, you can play games, shop, socialize, make art and even run a complete business in the metaverse.Maybe youre not quite ready to jump head-first into a virtual world. is a blank check company incorporated to acquire one or more operating businesses through a Business Combination; WHEREAS, First Merger Knowledge of Parent, threatened with respect to the Trust Account the extent such pro forma financial statements are by... 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Proposal has the meaning specified in Second Effective Time ) its obligations under this to!, for a conversion rate of 7.8 % by Form matterport lockup expiration Liens ) and grow if... Of 7.8 % subpar and they will need to monetize better and grow faster if they to., conditions, features, support, pricing, and service options are subject preemptive! Stock is mentioned in this article requirements for such treatment or by which any of its assets are bound Combination! Real estate cyclicality is a blank check company incorporated to acquire one more.
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