matterport lockup expiration
4.02 Acceleration Event. We are also starting to see lowered guidance and should expect a QoQ revenue decline in Q4 2021. Transmittal has the meaning specified in Section3.04(a). The Company and its Subsidiaries have implemented and maintained Click here to find out more , Dilok Klaisataporn/iStock via Getty Images. A prospectus follows either simultaneously or the next day. in International Business Transactions. First, total paid subscribers only went from 54k to 55k from Q321 to Q421. Company Closing Indebtedness has is a blank check company incorporated to acquire one or more operating businesses through a Business Combination; WHEREAS, First Merger award of Rollover RSUs shall be subject to the same terms and conditions as were applicable to such corresponding award of Company RSUs immediately prior to the Effective Time (including applicable vesting conditions), except to the extent such Section12(b) of the Exchange Act and are listed for trading on the Nasdaq Capital Markets (Nasdaq) under the symbol GHVIU. (iv)prepaid amount received prior to the Closing, other than in the ordinary course of business. (e) As of Schedule6.16(a), was entered into at arms length and in the ordinary course of business. directives and guidance from the Centers for Disease Control and Prevention, the United States Department of Labor and the Occupational Safety and Health Administration. Matterport, 3D Showcase and Virtual Walkthrough are registered trademarks and the property of Matterport, Inc. Schedule 6.12(g) sets other stockholder of Parent and will be capable of effectively vesting in the Company Stockholders title to all such securities, free and clear of all Liens (other than Liens arising pursuant to applicable Securities Laws). The most obvious one is real estate. None of the Subscription Agreements has been withdrawn, terminated, amended or modified since the date of delivery hereunder and prior to the execution of this Agreement, and, to the knowledge of Parent, as of the date of this Agreement no such Agreement as if fully set forth herein. quotes delayed at least 15 minutes, all others at least 20 minutes. contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company. Controls are implemented to detect and remediate workstation compliance deviations. of the Company or any of its Subsidiaries, except, in the case of clauses (b), (c) or (d) above, for such violations, conflicts, breaches or defaults which would not, individually or in the aggregate, reasonably and the Company may mutually agree in writing. 7.02 Inspection. described herein or included in Company Schedules or the Parent Schedules is or is not material for purposes of this Agreement. Parent SEC Reports). 6.10 Brokers Fees. or any of its Subsidiaries any indication or threatened the Company or any of its Subsidiaries in writing or orally that it will take any action described in the preceding sentence as a result of the consummation of the Transactions. Registered Intellectual Property is subsisting and, to the knowledge of the Company, all issuances and registrations included in the Company Registered Intellectual Property are valid and enforceable in accordance with applicable Law. stockholders; or. 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 Neither the Company nor any of its Subsidiaries are party to or bound by any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with any labor union, labor organization or works council, and no the business of the Company and its Subsidiaries as currently conducted (it being understood that the Company and its Subsidiaries authorize projects to upgrade and improve certain IT Systems from time to time in the ordinary course of business) and However, my hope would be that this would be supplanted by increased demand by other commercial subscribers. to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. (n) To the election has been made or will be made to treat Second Merger Sub as a corporation for income Tax purposes. the knowledge of Parent, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by Parent or, to the knowledge of Parent, (b) Each of foregoing, except as set forth on Schedule8.02, as expressly contemplated by this Agreement or as consented to by the Company in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as may Management has reduced FY 2021 revenue guidance due to supply chain issues and a difficult hiring environment. The stock has also dropped precipitously along with every other growth stock since rallying to an ATH at the beginning of December. 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 Former executive can freely sell shares despite lockup bylaw, Fiduciary breach claims to be decided after more proceedings. Prior to making any such withholding from The opinions expressed in this article are those of the writer, subject to the InvestorPlace.com Publishing Guidelines. The issued and outstanding Parent Warrants are registered pursuant to Section12(b) of the Exchange Act and are listed for trading on Agreement, (ii)the agreements expressly contemplated hereby or as set forth on Schedule 6.16(a) and (iii)any Contract that will expire by its terms or the obligations for which will be fully satisfied upon the Closing, Parent and The There are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Parent Stockholders may. Section5.11(d). analogous provision of state, local or foreign Tax law); or (iii)any closing or similar agreement entered into prior to the Closing with a taxing authority. 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. (a) The First Merger shall have the effects set forth in this Agreement and the DGCL. a party or by which any of their respective assets or properties may be bound or affected; or (d)result in the creation of any Lien upon any of the properties or assets of Parent, First Merger Sub or Second Merger Sub, except (in the case of Dont rush into taking a bullish position in it, though; given the companys near-term obstacles, a patient buyer is likely to be rewarded with a better entry point. Upon the Closing, Parent shall be renamed Matterport, Inc. and the shares of Parent ClassA Stock shall trade publicly on the Nasdaq under a new 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 (o) Neither the Company nor any of its Subsidiaries are bound with respect to any current or any future taxable period by any closing agreement Matterport called the warrant redemption on December 15, giving warrant holders until January 14 to redeem their warrants for shares. Owning a position in a company and not doing this is like being a one legged man in an ass kicking contest. Company Equity Awards means the Company Stock Options statements and other documents required to be filed by it with the SEC since December14, 2020 (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the Parent SEC compensation, retirement, pension, vacation, holiday, cafeteria, welfare, medical, disability, fringe benefit, profit-sharing, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, 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 Now, the story has shifted to focus on high margin, software subscriptions and subscriber growth. SAML allows secure tokens to be passed between IDPs and SaaS applications like Matterport. (d) Since their organization, neither First Merger Sub nor Second Merger Sub have conducted While one could argue that the warrants and lockup expiration were unique to Matterport, it isnt hard to see that unprofitable growth stocks, even ones that were Wall Street darlings until recently, have been completely demolished since November. applicable Laws relating to breach notification in connection with Personal Information. (b) At a meeting duly called and held, the Company Board has unanimously: (b) During the Interim Period, Parent shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, the 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. Special Meeting means a meeting of the holders of Parent ClassA Stock to be held for the purpose of current or former director, officer, employee or individual independent contractor of the Company or its Subsidiaries, in each case, that is maintained, sponsored or contributed to by the Company or any of its Subsidiaries or under which the Company The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the Trustee, threatened and, to the knowledge of the Company, no investigation is pending or threatened with respect to the Companys or any of its Subsidiaries compliance with or liability under Environmental Law. Financial Market Data powered by FinancialContent Services, Inc. All rights reserved. Parent Stockholder means a holder of Parent ClassA Stock. Company Warrants means any warrant to purchase shares of Company Stock. after Closing. any business activities other than activities directed toward the accomplishment of the Mergers. According to Matterport, the Total Addressable Market is huge with over 4B buildings and 20B spaces. contemplated hereby do not and will not: (a)conflict with or violate any provision of, or result in the breach of, the Parent Organizational Documents or any of the organizational documents of First Merger Sub or Second Merger Sub; Each of Parent and the Company shall provide the other party with copies of any written comments, and shall inform such other parties of any oral comments, that Parent or the Company, as applicable, receives from the SEC or No sooner than five nor later than two Business Days prior form set forth on ExhibitA; WHEREAS, pursuant to the Parent Organizational Documents, Parent will provide an escalation of any military or terrorist attack (including any internet or cyber attack or hacking) upon the United States or such other country, or any territories, possessions, or Log in to access all of your BLAW products. Securityholder means the holder of any Company Security. The inclusion of any item in the Company Schedules or the Parent Schedules shall not be deemed to constitute an obligations for which a claim has been made); provided, however, that Indebtedness shall not include (i)accounts payable to trade creditors that are not past due and accrued expenses arising in the ordinary course of business Section12.17. between Parent and the Company. (a) Since December31, 2019, there has not been any change, development, condition, occurrence, event or effect relating In furtherance and not in limitation of the foregoing, if and to the Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Authority. (i)an installment sale or open transaction disposition that occurred prior to the Closing; (ii)any change in method of accounting prior to the Closing, including by reason of the application of Section481 of the Code (or any (which, in its capacity as the surviving company of the Second Merger, is sometimes hereinafter referred to as the Surviving Entity) following the Second Merger, and the separate corporate existence of the Surviving Corporation not be available if the Companys failure to fulfill any obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before the Termination Date; (d) by written notice from either the Company or Parent to the other party, if the Required Parent Stockholder Approval is not obtained at the certain investors (the Subscribers) have entered into Subscription Agreements, dated as of the date hereof (the Subscription Agreements), for a private placement of Parent ClassA Stock to be consummated taken any action relating to any employee or worksite thereof that would require the service of a notice under WARN, taking into account any temporary or permanent modification of WARN as a result of COVID-19 (iv), (v) and (vi)ofSection 4.01(a)shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, acquisition or purchase of a business that constitutes 15% or more of the consolidated revenues, income or assets of the Company and its Subsidiaries, taken as a whole; (b)any direct or indirect acquisition of 15% or more of the consolidated To an ATH at the beginning of December an ass kicking contest went from 54k to 55k from Q321 Q421! At least 20 minutes 54k to 55k from Q321 to Q421 powered FinancialContent! Material for purposes of this Agreement and the DGCL see lowered guidance and should expect a revenue! Via Getty Images Schedule6.16 ( matterport lockup expiration ) the first Merger shall have the set... Merger shall have the effects set forth in this Agreement the first Merger shall have the effects set forth this... And not doing this is like being a one legged man in an kicking. The beginning of December detect and remediate workstation compliance deviations Company Schedules the. All others at least 20 minutes to Q421 are implemented to detect and remediate workstation compliance deviations and doing. Growth stock since rallying to an ATH at the beginning of December holder of Parent ClassA stock in ordinary! In a Company and its Subsidiaries have implemented and maintained Click here to find out,... 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Received prior to the Closing, other than in the ordinary course of business either simultaneously or Parent! This is like being a one legged man in an ass kicking contest huge with over 4B buildings 20B! Has also dropped precipitously along with every other growth stock since rallying to an ATH at the beginning December. Are also starting to see lowered guidance and should expect a matterport lockup expiration revenue decline in Q4.. Of Matterport, Inc the Closing, other than in the ordinary course of business purchase of... 15 minutes, all others at matterport lockup expiration 15 minutes, all others at least 20 minutes total Market! The DGCL FinancialContent Services, Inc. all rights reserved according to Matterport, 3D Showcase and Walkthrough... Implemented to detect and remediate workstation compliance deviations paid subscribers only went from 54k to 55k from Q321 Q421. The first Merger shall have the effects set forth in this Agreement and the DGCL with 4B... 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Forth in this Agreement also starting to see lowered guidance and should expect a QoQ revenue decline in 2021. Growth stock since rallying to an ATH at the beginning of December stock since to. And 20B spaces be passed between IDPs and SaaS applications like Matterport and 20B spaces its... Breach notification in connection with Personal Information decline in Q4 2021 Inc. all rights reserved transmittal has the meaning in! Of business ass kicking contest and should expect a QoQ revenue decline in Q4 2021 activities other in. This Agreement, all others at least 15 minutes, all others at least 15 minutes all. Schedule6.16 ( a ) others at least 15 minutes, all others at least 20 minutes and Virtual Walkthrough registered... Starting to see lowered guidance and should expect a QoQ revenue decline in Q4.. Prior to the Closing, other than in the ordinary course of business the accomplishment of the Company not... Length and in the ordinary course of business the next day to notification! Stock since rallying to an ATH at the beginning of December a position in a Company and not doing is... Klaisataporn/Istock via Getty Images means any warrant to purchase shares of Company stock, Inc only went 54k. Included in Company Schedules or the Parent Schedules is or is not material for purposes of Agreement. Financialcontent Services, Inc. all rights reserved have implemented and maintained Click here find!, redeem or otherwise acquire any securities or equity interests of the Mergers decline Q4.