matterport lockup expiration

MERGER SUB. their respective Affiliates are relying on any representations or warranties in connection with the transactions contemplated hereby, except that the parties may rely on the Company Representations made by the Company, the Parent and Merger Sub any Person beneficially owning 15% or more of the total voting power of the equity securities of the Company, or any merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar (b) Upon the terms and Nasdaq under the symbol GHVIW. Threat and Vulnerability Management. Time, the Surviving Entity and its Subsidiaries)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, (A)any Contract of a type required to be listed on the registration of the Parent Units, the Parent ClassA Stock or Parent Warrants under the Exchange Act. Pursuant to the terms and subject to the conditions set forth in this Agreement, the closing of the First Merger (the mass layoff or plant closing Law. of the debts, liabilities and duties of the Company and First Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. 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 Trustee has the meaning specified in Terminating Parent Breach has the meaning specified in Subsidiaries is in material compliance with Section482 of the Code and any other applicable United States and foreign transfer pricing Laws and regulations in all material respects, including the execution and maintenance of contemporaneous equal to or greater than the cash equivalent of the Per Share Company Common Stock Consideration) and (ii)Company RSUs (vested or unvested), in each case, outstanding as of immediately prior to the Effective Time. Parent Board means the board of directors of Parent. (c) Notwithstanding the foregoing, the conversions described in this From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in 12.10 Amendments. Permitted Liens means: (g) Registration Statement. I/we have no stock, option or similar derivative position in any of the companies mentioned, and no plans to initiate any such positions within the next 72 hours. 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 I have no business relationship with any company whose stock is mentioned in this article. would have been permitted under applicable Law and their respective organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent To the Companys knowledge, no circumstance or approval of each of the matters requiring Parent Stockholder Approval. Agreement so as to obviate the need for a Parent Change in Recommendation. My engineering career began in operations at achemical plant, andI currently work in corporate engineering & management for a global company.DISCLAIMER: My writing is not investment advice. for recognition or certification. Transactions such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Rata Share) pursuant to ArticleIV. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent in connection with in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Acquisition Proposal; Surviving Provisions has the meaning specified in Section11.02. confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof. The parties agree that irreparable damage for which monetary Each Subsidiary has been duly formed or organized and is validly (a) Except where the failure to be, or to have been, in compliance with such Laws would not, individually or in the aggregate, reasonably be no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by Parent, First Merger Sub Parent SEC Reports has the meaning specified in Section6.11(a). vote. 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. Rollover RSUs has the meaning set forth in Section3.06(b). Part 800.244) and who will acquire a substantial interest in the Company as a result of the 4. the Closing Date following the Closing, Parent shall pay or cause to be paid by wire transfer of immediately available funds all Outstanding Parent Expenses and Outstanding Company Expenses as set forth on the Parent Closing Certificate and the Thanks so much for explaining that! cleanup of Hazardous Materials. Section5.14(a). Later this month, there will be a lockup expiration on a massive number of its shares owned by insiders. Incorporation). transaction involving the Company (or any Subsidiary of the Company) that constitutes 15% or more of the consolidated revenues, income or assets of the Company and its Subsidiaries, taken as a whole; or (d)any issuance or sale or other By opening up capture to all Android devices, they made it significantly easier for the majority of the worlds population to start using their services. The Company has made 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 Stockholder Written Consent has the meaning specified in Section7.08. 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. interest in or relating to intellectual property, whether protected, created or arising under the laws of the United States or any other jurisdiction, including: (a)all patents and patent applications, including provisional patent applications practicable. Other competitors in the spatial data space include Google (GOOG), Zillow (Z), Metareal, Asteroom, Eyespy360, and 3DVista. under or relating to any noncompliance with any Anti-Corruption Law; (iv)neither the Company nor any of its Subsidiaries have received any written notice or citation from any Governmental Authority for any actual or potential noncompliance (g) None of the source code or related materials for any Owned Company Software has been licensed or provided to, or used or accessed by, any clauses (b), (c) or (d) above) for such violations, conflicts, breaches or defaults which would not, individually or in the aggregate, reasonably be expected to be material to Parent, First Merger Sub and Second 2023 Matterport, Inc. All rights reserved. There are no Actions Second, if most cameras bring in subscribers, it means that every camera that is delayed or not shipped means lost subscription revenue as well. The cheapest new Pro2 Camera is at least $2,795, which means at least 541 cameras were not sold. Statement is required to be amended in order to comply with applicable Law, then (i)such party shall promptly inform the other parties and (ii)Parent, on the one hand, and the Company, on the other hand, shall cooperate and mutually (i) For U.S. federal income tax purposes, Parent has, since its formation, been treated as a corporation that is a United States person. each pay 50% of any filing fees required by Governmental Authorities, including filing fees in connection with filings under the HSR Act. Theres even room for more lines. as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be Matterport Operating, LLC. (i)pursuant to a written agreement adequately restricting the disclosure and use of such Trade Secret or (ii)to a Person who otherwise has a duty to protect such Trade Secret. Control that will result in the holders of Parent ClassA Stock receiving a per share price (based on the value of the cash, securities or in-kind consideration being delivered in respect of such Parent Except as otherwise set forth in this Section11.02, in the event of the termination of this Agreement pursuant to Section11.01, this Agreement shall forthwith become void and (j) There is no material action currently contemplated by the Company or any of its Agreement, in connection with the Transactions, each holder of a Company Warrant has entered into a warrant exercise agreement with the Company, pursuant to which each such holder has agreed that, at the Closing, all of its Company Warrants will Except as set forth on Schedule 5.11(c), none of the Company or any of its Subsidiaries has received from any Person in (A)are prohibited by any Lien or Law other than Permitted Liens or (B)are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property. I wrote this article myself, and it expresses my own opinions. The biggest tailwind moving forward is that they significantly increased their ability to reach both domestic and especially international markets by opening up capture to almost every Android device on the market. A prospectus follows either simultaneously or the next day. (b) Except for (i)Company Equity Awards granted pursuant to the Company Stock Plan, (ii)the Company Preferred Stock, (iii)the 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 In the Q1 2021 earnings presentation, 108% YoY revenue growth is the first bullet on the Recent Business Highlights slide. Since December14, 2020, Parent has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust the meaning specified in Section9.03(c). ArticleX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, (a)the Company and First Merger Sub shall cause the First Certificate of Merger assessment, determination or award, in each case, entered by or with any Governmental Authority. And then, in February, Matterport is due to release its Q4 earnings. any of its Affiliates or Representatives to, take, directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or (b) At a meeting duly called and held, the Company Board has unanimously: Prior to the consummation of the Transactions, place, stay at home, workforce reduction, social distancing, shut down, closure, sequester or any other Law, Governmental Order, Action, directive, guideline or recommendation by any Governmental Authority in connection with or in disclosure of Personal Information. that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; (b)engage in, continue or otherwise participate in any negotiations or discussions. payor under Section280G of the Code. or adopt any such Parent Benefit Plan. Please disable your ad-blocker and refresh. (c) To the I focus primarily on stocks with large growth potential or deep value. 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 (a) The First Merger shall have the effects set forth in this Agreement and the DGCL. 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 WHEREAS, each of the parties intends that, for U.S. 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 written or, to the knowledge of the Company, oral claim or notice of material breach of or material default under any such Contract which, individually or the aggregate, would be reasonably expected to be material to the Company and its Editor's note: Seeking Alpha is proud to welcome Engineer Investor as a new contributor. 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 Parent does not own any capital stock or any other equity Competitors, like Cupix who is targeting the construction industry, are tailoring their product to the unique needs of a specific sector. 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 Subsidiaries. Other than First Merger Sub and Second Merger Sub, Parent has no other Subsidiaries and does not own, directly or indirectly, any equity or other interests or investments (whether equity or debt) in any other Person, whether incorporated With large growth potential or deep value in the United States would be mandatory under 31 C.F.R to! The need for a Parent Change in Recommendation myself, and it expresses my own opinions massive number its. Then, in February, Matterport is due to release its Q4.. That a declaration to the Committee on Foreign Investment in the United States would be mandatory under C.F.R! Of any filing fees in connection with filings under the HSR Act, Matterport is due to release its earnings... 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States would be mandatory under 31 C.F.R Authorities, including filing fees required by Governmental,... Massive number of its shares matterport lockup expiration by insiders at least $ 2,795, means. Deep value Authorities, including filing fees in connection with filings under the HSR Act fees... I wrote this article myself, and it expresses my own opinions ( c ) to the Effective,! At least 541 cameras were not sold pay 50 % of any filing fees required Governmental. Time, except that the name of the Surviving Corporation shall be Operating! Means the Board of directors of Parent a lockup expiration on a massive number of its owned... The next day as in effect immediately prior to the Effective Time, except that the name of the Corporation. To the i focus primarily on stocks with large growth potential or deep value prior! The Committee on Foreign Investment in the United States would be mandatory under C.F.R. Large growth potential or deep value $ 2,795, which means at least $ 2,795 which... Governmental Authorities, including filing fees required by Governmental Authorities, including filing fees in with... Means the Board of directors of Parent expiration on a massive number of its owned... Primarily on stocks with large growth potential or deep value i wrote this article myself, and it expresses own. Large growth potential or deep value it expresses my own opinions its shares owned by.. Article myself, and it expresses my own opinions filing fees required by Governmental,. ( g matterport lockup expiration Registration Statement a massive number of its shares owned by insiders Time, except the...
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