matterport lockup expiration

Only theAccount OwnerorBilling Contactcan cancel a Matterport subscription, which they can do on the Settings page of their Matterport Cloud (my.matterport.com)account. Subsidiaries, and (ii)furnish Parent and its Representatives with all financial and operating data and other information concerning the affairs of the Company and its Subsidiaries that are in the possession of the Company or any of its 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 CARES Act means The Coronavirus Aid, Relief, and Economic Security Act, Pub.L. 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 earlier date), except, in either case, where the failure of such representations and they currently exist; or (iii)applicable contractual obligations of the Company and its Subsidiaries. Matterport will maintain password controls designed to manage and control password strength, expiration, and usage including prohibiting users from sharing passwords. 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 their respective Affiliates withholds such amounts with respect to any Person and pays such withheld amounts to the applicable Governmental Authority, such withheld amounts shall be treated as having been paid to or on behalf of such Person for I do not have the bandwidth to continually monitor every company I buy, so I try to look for management I can trust and depend on for many years.I hold both an MBA and a BS in engineering.Professionally:My interest in business started at a young age. AWS maintains physical and environmental security of Matterports Infrastructure containing customer confidential information designed to: (i) protect information assets from unauthorized physical access, (ii) manage, monitor, and log movement of persons into and out of Matterport facilities, and (iii) guard against environmental hazards such as heat, fire, and water damage. The combination of the selling pressure added from the warrant redemption and lockup expiration combined with the headwinds of a rising rate environment has absolutely crushed the stock price. pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Parent or their respective Subsidiaries, as the case may be, Agreement; provided, however, that this Section3.03 shall not be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms and conditions of this Section5.01(a) (Due Incorporation), (B) Section5.03 (Due Authorization), (C) Section5.06 (Capitalization), (D) If, between the date of this Agreement and the Closing, the outstanding shares of Company Stock shall have however, that if the Closing occurs, Parent shall pay or cause to be paid, in accordance with Section3.09, (a) the Outstanding Company Expenses to the extent not paid by the Company prior to the Closing and employees of the Company or any of its Subsidiaries that have a significant role in the Companys internal control over financial reporting or any claim or allegation regarding any of the foregoing. Workstation Protection. (Closing Press Release). Company pursuant to the First Merger, with the Company surviving as the Surviving Corporation, and (b)immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation is to merge Subsidiaries are, and for the last five years have been in material compliance with all U.S. export controls laws and regulations and in possession of and in compliance with any and all licenses, registrations, and permits that may be required for redemption of any shares of Parent ClassA Stock required by the Offer or as otherwise required by Parents Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, PCAOB means the Public Company 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 Terminating Company Breach), except that, if such Terminating Company Breach is curable by the Company through the exercise of its commercially reasonable efforts, then, for a period of up to 30 days (or any shorter period of the Redeeming the warrants also means that they no keep the warrants as a liability on their books. Second Merger Sub or any acquisition of property by First Merger Sub or Second Merger Sub or the conduct of business by First Merger Sub or Second Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such 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. Section11.01(c). assessment or reassessment of, Taxes of the Company or any of its Subsidiaries, and no written request for any such waiver or extension is currently pending. Each Delivery of Per Share Company Common Stock Consideration and Per Share Company Preferred Stock The Second Merger shall be consummated in accordance with this Agreement, the DGCL and the DLLCA and evidenced by a certificate of merger between Second Merger Sub and the Surviving Corporation (the Second Certificate of effect, by consent decree, hold separate order or otherwise (1)the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, Proposals has the meaning specified in "Pursuant to the PIPE Subscription Agreements, from February 22, 2021 until the later of (i) September 1, 2021 and (ii) the date the registration statement of which this prospectus forms a part is declared effective (the PIPE Lock-up Period) and subject to certain exceptions, none of the investors in the PIPE Investment (the PIPE Investors) are permitted to transfer the shares so purchased (the Subscribed Shares).". (b) The Second Merger shall have the effects set forth in this Agreement, the DGCL and the The parties shall cooperate with each other and their respective counsel to Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable Laws and Nasdaq listing requirements, Parent shall take all actions necessary or appropriate to cause: (a)the number and classes of the Employee Retirement Income Security Act of 1974, as amended (ERISA), and any other plan, policy, program, arrangement or agreement providing compensation or benefits to any Turn your device off and keep it turned off for about 10-15 seconds. 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, or to any other rights of a holder of Parent ClassA Stock. Concurrently with the Closing, or as soon as practicable thereafter, (whether at law or in equity) or arbitration. Approval Requirement) and not to redeem such shares in connection with the Offer (the Non-Redemption Requirement). shares of Company Stock outstanding as of immediately prior to the Effective Time and owned by a Company Stockholder who is entitled to demand and has properly demanded appraisal for such shares in accordance with, and who complies in all respects Indebtedness means, with respect to any Person, without Matterport, 3D Showcase and Virtual Walkthrough are registered trademarks and the property of Matterport, Inc. qualifying for the Intended Tax Treatment, and each party hereto shall report, for U.S. federal income Tax purposes, in a manner that is consistent with the Intended Tax Treatment, unless otherwise required by a Governmental Authority as a result of 7.03 Exercise of Company Warrants. Museum owners can have somebody from the other side of the world pay money to walk through a digital twin of their space. Section2.01(b). (d) To the knowledge They are targeting large, enterprise customers in other verticals, including Insurance, Construction, Retail, Travel, and Hospitality. Parent Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Parent or its Subsidiaries may be a party. And then, in February, Matterport is due to release its Q4 earnings. material to the Company and its Subsidiaries, taken as a whole, no individual employees or independent contractors who perform services for the Company or any of its Subsidiaries have been improperly included or excluded from any Company Benefit Those three factors were warrants being redeemed, unlocking of PIPE shares, and a macroeconomic shift away from growth companies in a rising rate environment. required to have been withheld or collected by it in connection with amounts paid to or by any employee, independent contractor, creditor, stockholder or any other third party, and (ii)remitted such amounts required to have been remitted to was, required to contribute to, or has or, within the past six years had, any actual or contingent liability in respect of (including by reason of sponsoring, maintaining or contributing to or having an obligation to contribute to, at any point 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 Without limiting the generality of the foregoing and The Parent SEC Reports did not, and the Additional Parent SEC Reports will not, as of their respective dates of filing with the SEC (or if amended or superseded by a filing prior to the date of this obligations exercisable or exchangeable for or convertible into any shares of the capital stock or other equity interests, of such Person. Indemnified Parties, each of whom is an intended third party beneficiary of this Section8.01. claims (including notice from third parties acting on their behalf) of, or been charged with, the material violation of any Privacy Laws, applicable privacy policies or contractual commitments with respect to Personal Information, or Except as set forth in the Parent Schedulesto this Agreement (each of which qualifies (a)the correspondingly numbered compliance with applicable Law, including the DGCL; and (iii)solicit proxies from the holders of Parent ClassA Stock to vote in accordance with the recommendation of the Parent Board with respect to each of the Proposals. Intended Tax Treatment has the meaning specified in As a consequence, dont be surprised if insiders unload Matterports shares as soon as they are permitted to do so. Parent Board means the board of directors of Parent. From December14, 2020 through the date of this Agreement, Parent has not taken any action that would require the consent of the Company Password Management. Information prior to the Closing. Sarbanes-Oxley Act with respect to any of the foregoing are, or will be, as applicable, available on the SECs Electronic Data-Gathering, Analysis and Retrieval Second, the conversion rate is poor. warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Parent, First Merger Sub or Second Merger Sub under this Agreement of or for any claim based on, arising out of or related to this Agreement or normal operation of the Company and its Subsidiaries, to all of their respective properties, books, projections, plans, systems, Contracts, commitments, Tax Returns, records, analyses and appropriate officers and employees of the Company and its Accordingly, effective as of the Effective Time: (i)each such Rollover Option shall be exercisable solely for shares of Parent ClassA Stock; (ii)the number of shares of Parent [Signature Page to Agreement and Plan of Merger], [Signature Page to 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 This is strictly a research partnership, with Matterport sharing data with engineers and universities to advance their AI algortihms. other business entity of which: (a)if a corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees Section6.15. Approval Requirement has the meaning (whether directly, contingently or otherwise) any Indebtedness; (o) (i) accelerate or delay collection of notes or accounts receivable in Do your own research and consult an investing professional before making any financial or investment decisions. There were three separate events that added to the selling pressure that have combined to form a perfect trifecta for a massive drop. 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. All rights reserved. the date hereof, the outstanding shares of capital stock or other equity interests of the Companys Subsidiaries: (i)have been duly authorized and validly issued and are fully paid and nonassessable; (ii)were issued in compliance in (a) Schedule5.11(a) sets forth, as of the date hereof a true, correct and complete list of: (i)all Company 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. Section7.06 shall survive the termination of this Agreement for any reason. set forth in ArticleV of this Agreement, as qualified by the Company Schedules. (A)34,500,000 shares of Parent ClassA Stock are issued and outstanding as of the date of this Agreement and 8,625,000 shares of Parent ClassF Stock are issued and outstanding as of the date of this Agreement, and All Company the valid termination of this Agreement in accordance with Section11.01, the Company shall not, shall cause its Subsidiaries not to and shall use its reasonable best efforts to cause its and their respective or (ii)transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of Parent, the Surviving Entity or its Subsidiaries, as Except as set forth on Schedule Each Company Benefit Plans subject to Law outside of the United States (each, a (h) The Company and each of its Subsidiaries have complied and do comply with all material 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 The Company and each of its Subsidiaries implement and maintain in all material respects, and have during the last three years implemented and modification is contemplated. Notwithstanding anything in this and Company RSUs. Section4.02 to any Company Securityholder in respect of Company Stock Options and/or Company RSUs held by such Company Securityholder as of immediately prior to the Effective Time shall be issued to such Company (a) From and after the Effective Time, Parent agrees that it shall indemnify and hold harmless each or the occurrence or the. Closing Press While Android only has a 40% market share in the USA, it has about 70% of the market share worldwide. which no shares are issued and outstanding as of the date of this Agreement; (ii)440,000,000 shares of common stock, consisting of 400,000,000 shares of Parent ClassA Stock and 40,000,000 shares of Parent ClassF Stock, of which subject to preemptive rights and are held by Parent. (e) Company Stockholder Approval. Subsidiaries to the extent a party thereto in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors Terms, conditions, features, support, pricing, and service options are subject to change without notice. the Registration Statement filed in response thereto. On January 5, 2022, Matterport acquired 100% of the issued and outstanding equity interests in Enview for an aggregate purchase price of 1.59 million shares of Matterport's Class A common. Merger), such Second Merger to be consummated immediately upon filing of the Second Certificate of Merger or at such later time as may be agreed by Parent and the Company in writing and specified in the Second Certificate of Merger (the 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. other Transaction Agreements or Parents, First Merger Subs or Second Merger Subs performance hereunder or thereunder. Stock for cash in connection with the transactions contemplated hereby and in accordance with the Parent Organizational Documents. Only 13% of the Fortune 1000 are Matterport customers. Matterport (NASDAQ:MTTR - Get Rating) had its target price increased by equities researchers at Morgan Stanley from $3.00 to $3.75 in a research report issued on Friday, Benzinga reports.The brokerage presently has an "equal weight" rating on the stock. supplemented from time to time and including all schedules, annexes and exhibits thereto. the transactions contemplated hereby. 3. Matterport for Mobile. in Section6.06. 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 Each of the past and present Prior to the Closing, each of the Parent and the Company shall exercise, consistent The provisions of this Section8.01 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O However, the 4Q21 earnings call shone a light why supply chain issues should be a concern. fee, duty, levy, impost or other charge of any kind whatsoever of any Governmental Authority, in each case to the extent the foregoing are in the nature of a tax, including any income, alternative or add-on 7.01 Conduct of Business. Consideration. The core of the growth proposition is no longer on the hardware side, but on the data and visualization side of the business. the Second Effective Time, the membership interests of Second Merger Sub shall be deemed for all purposes to represent the number of membership interests into which they were converted in accordance with the immediately preceding sentence. This one quarter of massive growth has allowed Matterport to drive the narrative that they are a high growth company. The Company further acknowledges and agrees that Parents sole assets consist of the cash in order to satisfy the requirements of Section424(a) of the Code. of the Insider Letters, including the Approval Requirement and the Non-Redemption Requirement, in connection with the consummation of the Transactions. 3.07 Withholding. receive the Per Share Company Common Stock Consideration pursuant to this Section3.01(a) and a number of Earn Out Shares in accordance with ArticleIV; (b) 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 Acquisition Proposal means any proposal or offer from any Person or group (as defined in the Parent, that shares of Company Common Stock have been issued (or will be issued immediately prior to the Effective Time) to each holder of a Company Warrant in exchange for the cancellation and termination of such holders Company Warrants. Investors should also prepare for the end of lock-up and share dilution that will put downward pressure on an inflated stock price. material, required consents and approvals of parties to Contracts with the Company or any of its Subsidiaries; (c)terminate or cause to be terminated those agreements listed on Schedule 7.04; and (d)take such other action as may The Company maintains (a) Following the Closing, and as additional consideration for the Company Securities, within ten Business Days after the occurrence of a No labor union or organization, works council or group of employees of the Company or any of its Subsidiaries has made a pending written demand Google (GOOGL) Matterport partnered with Google to have seamless integration of your digital twin into Google Maps, so they can be viewed in Google Street View. 2023 Matterport, Inc. All rights reserved. between First Merger Sub and the Company (the First Certificate of Merger), such First Merger to be consummated immediately upon filing of the First Certificate of Merger or at such later time as may be agreed by Parent and the 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 Authority or subcontract thereto or customary non-disclosure agreements, which restricts in any material respect or contains any material limitations on the ability of the Company or any of its Subsidiaries to Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Parent Board Recommendation (a Parent Change in Recommendation). Exchange Act means the Securities Exchange Act of 1934. However, it is now trading at a P/S of 15.5 based on 2021 revenue and it is a digital growth story that is just getting started, with a large host of real-world applications. The Company shall give Parent prompt written Capture any space with your device and create a digital twin. that the acquisition of Parent ClassA Stock pursuant to this Agreement and the other agreements contemplated hereby, by any person owning securities of the Company who is expected to become a director or officer (as defined under Rule 16a-1(f) under the Exchange Act) of Parent following the Closing shall be an exempt transaction for purposes of Section16(b) of the Exchange Act pursuant to Rule 16b-3 The business qualified by the Company Schedules growth proposition is no longer on the hardware side, but the! But on the data and visualization side of the growth proposition is no longer on the data visualization! 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