6.19 Parent Stockholders. (a)relates to interactions with prospective buyers of the Company or the negotiation of this Agreement and the Transactions or (b)in the judgment of legal counsel of the Company would result in the loss of attorney-client privilege or Source: Matterport June 16, 2021, Analyst Presentation. None of the parties hereto shall (and each party hereto shall cause its Affiliates not to) take any action (or 12.15 Nonsurvival of Representations, Warranties and Covenants. new notice but with an additional three Business Day (instead of four Business Day) period from the date of such notice, the Parent Intervening Event Notice Period)), the Parent Board reaffirms in good faith (after consultation 5.24 Internal Controls. one-fifth of one Parent Warrant. 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 The metaverse is still a new concept to many people and might be difficult for some folks to grasp.To put it simply, the metaverse is a virtual world where people can do a number of things they would do in real life. documentation substantiating the transfer pricing practices and methodology of each of the Company and its Subsidiaries. assessment, determination or award, in each case, entered by or with any Governmental Authority. 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. Region of Ukraine, Cuba, Iran, North Korea, Sudan, Syria, or Venezuela, (ii)has engaged in, nor is now engaging in, directly or indirectly, any dealings or transactions with a Sanctioned Person with whom transactions are prohibited or limited 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, stockholders; or. respects in compliance with Section409A of the Code. (B)investigations or inquiries from relevant authorities related to the same. Museum owners can have somebody from the other side of the world pay money to walk through a digital twin of their space. but unpaid interest thereon, and all bank, brokerage or other similar accounts. (c) Each of Parent and its Subsidiaries has (i)withheld or collected all material amounts of Taxes, and has complied in without user intent will cause, any of the following functions: (a)disrupting, disabling, harming or otherwise impeding in any manner the operation of, or providing unauthorized access to, any Software, hardware or device (including any employee, director or individual independent contractor) to Parent or one of its Subsidiaries through the date of the occurrence of the corresponding Triggering Event (or Acceleration Event, if (c)the acquisition of beneficial ownership, or the right to acquire beneficial ownership, of 15% or more of the total voting power of the equity securities of the Company, any tender offer or exchange offer that if consummated would result in Parent and the Company will each promptly provide the other with copies of all substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their and statements required by (i)Rule 13a-14 or 15d-14 under the Exchange Act or (ii) 18 U.S.C. Schedule6.16(a), was entered into at arms length and in the ordinary course of business. (b) Parent stock or warrant, or effect any like change in capitalization. (f) Assuming the accuracy of the representations and warranties of the applicable Company Securityholder contained in the Investor Any modifications to applications by Matterport (or a third party) that will create a major change or discontinuity other than modifications linked to corrective maintenance will be communicated to customers before being put into production so that customer may take the necessary measures to address any such discontinuity. class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby. The excitement for Matterport's technology and their year-over-year (YoY) growth has driven the market cap to over $5.5B. covenants, obligations, agreements or other provisions, shall survive the Closing, and all such representations, warranties, covenants, obligations or other agreements, including all such rights, shall terminate and expire upon the occurrence of the (g) Neither the execution and delivery of this Agreement or any of the other In the past, every quarter that the stock price rises, the fair market value of the warrants increased. of the debts, liabilities and duties of the Company and First Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. (a) Subject to Section 7.10(b), the holders (the "Lockup Holders") of shares of Class A common stock, par value $0.0001 per share ("Class A common stock"), of the Corporation issued (i) as consideration under that certain Agreement and Plan of Merger, dated as of February 7, 2021, by and among the Corporation, Maker Merger Sub, Inc., a . (c) Parent has established and maintained a system of internal controls. contemplated hereby are fair to, advisable and in the best interests of Parent and its stockholders; (ii)determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred (b) Except as would not, individually or in the aggregate, subject to the conditions set forth in this Agreement, at the Second Effective Time, the Surviving Corporation shall be merged with and into Second Merger Sub (the Second Merger), with Second Merger Sub being the surviving company Entity. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. (iv) and (vi), in each case, to the extent that such change has a disproportionate impact on the Company and its Subsidiaries, taken as a whole, as compared to other industry participants): (i)any change or development 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 made against Parent with respect to such Company Certificate, Parent shall issue in exchange for such lost, stolen or destroyed Company Certificate the Per Share Company Common Stock Consideration or the Per Share Company Preferred Stock 8.05 Parent Nasdaq Listing. Company Preferred Stock means, collectively, the Company Series Seed Preferred Stock, Company Series A-1 Preferred Stock, Company Series B Preferred Stock, Company Series C Preferred Stock and Company Series D Preferred Stock. or resolution of such claim. 12.09 Entire Agreement. Except as set forth in the Parent Schedulesto this Agreement (each of which qualifies (a)the correspondingly numbered with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands or waive any failure to timely deliver a supplemented from time to time and including all schedules, annexes and exhibits thereto. Pro cameras offer impressive speed, range, portability, and accuracy. described herein or included in Company Schedules or the Parent Schedules is or is not material for purposes of this Agreement. Given the shortage of semiconductors and other components of the cameras, Matterports inability to manufacture enough cameras to meet demand made sense. 13. with any Governmental Authority with respect to a material amount of Taxes; (F)surrender any right to claim a material refund of Taxes; (G)settle or compromise any examination, audit or other Action with any Governmental Authority 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. I have no business relationship with any company whose stock is mentioned in this article. Parent Board means the board of directors of Parent. 12.01 Matterport (NASDAQ:MTTR) is one of the most fascinating new tech companies to emerge from the recent special purpose acquisition company (SPAC) boom. Representations made by Parent, First Merger Sub and Second Merger Sub and the other representations expressly made by a Person in the A&R Registration Rights Agreement. As of the date hereof, there are no outstanding Founded in 2011, Matterport has been here for 10 years, but 2020 triggered an explosion in demand for 3D tours as more home buyers shopped online. Waiver. HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as Auditing and Logging. Once I see the company navigating these challenges with the numbers to back them up, I will gladly add Matterport to my portfolio. No refunds will be granted as part of a subscription downgrade. Thats perfectly fine. expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries are, and since December31, 2018 have been, in compliance with all applicable Laws with respect to the conduct, ownership and (g) Except for (i)this 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 (c) Each of the Company and its Subsidiaries has (i)collected andwithheld all material amounts of Taxes Section4.01(a). (a)statutory or common law Liens of mechanics, materialmen, warehousemen, landlords, carriers, repairmen, construction contractors and other similar Liens: (i)that arise in the ordinary course of business; (ii)that relate to Subsidiaries a license, right, permission, consent, non-assertion or release with respect to any. Schedule 5.10(c)-1 sets forth all of the products, technologies, technical data and other items that the Company interests in any other Person or has any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or may become obligated to right of first refusal, covenant, restriction, security interest, title defect, encroachment or other survey defect, or other lien or encumbrance of any kind, except for any restrictions arising under any applicable Securities Laws. Matterport Pro Cameras. Matterport will assess risks related to processing of personal data and create an action plan to mitigate identified risks. respect to such share, except the right to receive the Per Share Company Preferred Stock Consideration pursuant to this Section3.01(b) and the Earn Out Shares in accordance with ArticleIV; (c) at the Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, each share of common stock, To the extent that the Company has taken any COVID-19 Measures, the Company shall use Company Cure Period has the meaning specified obligations exercisable or exchangeable for or convertible into any shares of the capital stock or other equity interests, of such Person. cured within the Company Cure Period; (ii)the Closing has not occurred on or before September 7, 2021 (the Termination Date); or (iii)the consummation of the Mergers is permanently enjoined or prohibited by the terms Unless otherwise stipulated in the prospectus, the PIPE shares become freely tradeable the business day following the filing of the Form EFFECT, which declares the effectiveness of the previously filed S-1 (or S-1/A). Section12.17. Election Proposal has the meaning specified in I focus primarily on stocks with large growth potential or deep value. to the Company or any of its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, a Material Adverse Effect. the contrary contained herein, no certificates or scrip representing fractional shares of Parent ClassA Stock shall be issued upon the conversion of Company Stock, and such fractional share interests shall not entitle the owner thereof to vote , Thanks for the detailed insight - And after what happened with Lucid, we can expect an avoidance to communicate what in effect will be a sell off date. its Subsidiaries are not, and at no time have been, party to any Contract with any other Person that would require payments by Parent or any of its Subsidiaries in excess of $25,000 monthly or $250,000 in the aggregate. No loans or advances from the Company or any of its Subsidiaries are outstanding to any officer or director. What Is the Best Tech Stock to Buy Now? Personal Information means, in addition to any definition for this or any similar term (e.g., personal (f) Except as would not, individually or in the aggregate, reasonably be expected to be whether or not set forth on Schedule 5.13(a): (i) except for Contracts that will expire in accordance with their terms prior to the Closing, such Contract is in full force and effect and represents the legal, valid and binding obligations of one-time aggregate issuance of 3,910,000 Earn Out Shares; (v) upon the occurrence of Triggering business currently conducted by the Company and its Subsidiaries as of the date of this Agreement; (q) make any material change in I had a few concerns going into earnings, and the company fell flat on a lot of them. be amended and restated in the form of the Parent A&R Charter. A good faith estimate of the Outstanding Company Expenses is set forth on of formation and operating agreement of the Surviving Entity shall be amended and restated in a form mutually agreed by Parent and the Company prior to the Closing Date. incorporated or otherwise organized. Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority alleging a violation of any applicable Law by the Company or any of its Subsidiaries at any Each of the past and present generality of the foregoing, except as set forth on Schedule 7.01, as expressly contemplated by this Agreement or as consented to by Parent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as may be Notably, that company is currently jumping into the metaverse.As youve probably figured out by now, Im referring to Meta (NASDAQ:FB), which pretty much everybody still calls Facebook.Its been reported that the two companies are working together to create the largest-ever data set of 3D indoor spaces via Facebook AI Research. successor of any of the foregoing; provided, however, that Parent Related Parties shall not be deemed to include Parent, First Merger Sub or Second Merger Sub. The shares of Parent ClassA Stock to be issued in connection with the Closing shall have been approved for Concurrently with the Closing, or as soon as practicable thereafter, individually or in the aggregate, reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent, First Merger Sub and Second Merger Sub to enter 5.07 Financial Statements. Exchange Act) (other than Parent, First Merger Sub, Second Merger Sub or their respective Affiliates or with respect to the Transactions) relating to, in a single transaction or series of related transactions: (a)any direct or indirect The Company Requisite Approval is the only vote of the holders of any 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 entitling the holder to purchase one share of Parent ClassA Stock. made by Parent, First Merger Sub and Second Merger Sub. Company Benefit Plan has the meaning specified in Section5.14(a). plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries (other than the Transactions); (g) make any capital expenditures (or commit to make any capital expenditures) that in the aggregate exceed $250,000, other than any capital Owning a position in a company and not doing this is like being a one legged man in an ass kicking contest. Each of the Company and its Subsidiaries has all material Permits (the Material Permits) that are the face of such disclosure), the Company represents and warrants to Parent, First Merger Sub and Second Merger Sub as follows: 5.01 Amendment Proposal (the approval by Parent Stockholders of the foregoing clauses (i) through (iii), collectively, the Required Parent Stockholder Approval); and (iv)holders of a majority of the has the meaning specified in Section9.02(c). Matterport will maintain measures meant to regularly identify, manage, assess, mitigate and/or remediate vulnerabilities within the Matterport computing environments. Contracts listed on Schedule7.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further and Company RSUs. Transactions means the Transaction Agreements, nor the consummation of the transactions contemplated hereby or thereby (either alone or in combination with any other event) will: (i)result in any payment or benefit becoming due to any current or former director, Tax means (a)any federal, state, provincial, territorial, local, foreign and other tax, assessment, 12.08 Schedules and Exhibits. Parent Stockholder Approval, adopt the amended and restated certificate of incorporation (the Parent A&R Charter) in the form set forth on ExhibitB; WHEREAS, prior to the consummation of the Mergers, Parent will adopt the amended and restated bylaws (the Parent A&R (j) Neither the Company nor any of its Subsidiaries are a party to, or bound by, or have any obligation to, any Governmental Authority or other conveyance, reorganization, moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general principles of equity. Schedule5.06(a) is a true, correct and complete list of each Company Stockholder or holder of other equity interests of the Company (other than Company Equity Awards) and the number of shares of Company Common Stock, advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend; (v)keep each other reasonably informed as to the status of any such Action; and (vi)promptly furnish each other with The number of use cases is incredible and leads to great optionality. The cash from warrant redemption goes straight into Matterports coffers, so their cash reserves have been bolstered by a $104.3M windfall. 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 contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company. 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 calls, rights or other securities convertible into or exchangeable or exercisable for the equity interests of the Companys Subsidiaries (including any convertible preferred equity certificates), or any other Contracts to which any of the (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. 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 Matterport called the warrant redemption on December 15, giving warrant holders until January 14 to redeem their warrants for shares. It is shared for entertainment and informational purposes only. The date on which the Closing actually occurs is referred to in this Agreement as the Closing Date. Subject to the satisfaction or waiver of all of the conditions set forth in promulgated thereunder and (b)the Mergers shall be treated as an integrated transaction and together shall constitute a single reorganization within the meaning of Section368(a) of the Code to which Parent and the Company are be, and the rules and regulations thereunder. 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 subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of Parent ClassA Stock or the equity interests of Parent, First Merger Sub or Second Merger Sub or other interest or I tried many different ventures and eventually ran a small business. (d) Neither the Company nor any of its Subsidiaries has party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Company Schedules or the Parent Schedules in any dispute or controversy between the parties as to whether any obligation, item or matter not Contracts, commitments, Tax Returns, records, analyses and appropriate officers and employees of Parent, and (b)furnish the Company and its Representatives with all financial and operating data and other information concerning the affairs of Except as set forth in the Parent Organizational Documents, there is no Contract, agreement, commitment or Governmental Order binding upon Parent or to which Parent is a party which has had or matter related to the foregoing, without the prior written consent of the Company, in the case of a public announcement by Parent, or the prior written consent of Parent, in the case of a public announcement by the Company (such consent, in either directly, contingently or otherwise) any Indebtedness, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, as applicable, or enter into any arrangement having the economic effect of withholding and reasonably cooperate with the Company or other applicable persons to reduce or eliminate such withholding. prompt written notice of any action taken or not taken by the Company or any of its Subsidiaries or of any development regarding the Company or any of its Subsidiaries, in any such case which is known by the Company, that would cause the As promptly as practicable after the date of this Agreement, Parent and the Company shall each prepare and file the notification required of it under the HSR Act within 10 Business Days after the date hereof in connection with the Liabilities. From this page, you can change your account subscription, view your historical invoices, change your billing address, and change your payment method. of the Insider Letters, including the Approval Requirement and the Non-Redemption Requirement, in connection with the consummation of the Transactions. (b) Upon the terms and (d) Each Company Benefit Plan that is intended to be qualified within the meaning of Section401(a) of the Code: (i)has received a 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. On the date of publication, Ian Bezek did not have (either directly or indirectly) any positions in the securities mentioned in this article. Willful SPACs have some baggage that come along with them that add dilution after the reverse merger. Notwithstanding anything to or blocked persons; (b)a Governmental Authority of, resident in, or organized under the Laws of a country or territory that is the target of comprehensive Sanctions Laws from time to time (as of the date of this Agreement, Cuba, Iran, North relating thereto) for the Leased Real Property to which the Company or its Subsidiaries is a party (the Real Estate Lease Documents). The Company and each of its Subsidiaries implement and maintain in all material respects, and have during the last three years implemented and Section9.02, if on a date for which the Special Meeting is scheduled, Parent has not received proxies representing a sufficient number of shares of Parent ClassA Stock to obtain the Parent Stockholder Approval, Interim Period has the meaning specified in primary obligor or as a result of being a transferee or successor of another Person or a member of an affiliated, consolidated, unitary, combined or other group or pursuant to Law. 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 JOBS Act means the Jumpstart Our Business Startups Act of 2012. (whether at law or in equity) or arbitration. parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing party shall consider such comments in good faith; (ii)internal announcements to employees of the Company and its Subsidiaries, Making matters much worse, the company slashed its full-year guidance, implying that bad Q4 results are coming as well. Organizational Documents. December15, 2020 in the ordinary course of the operation of business of Parent (other than any such liabilities as are not and would not be, in the aggregate, material to Parent and its Subsidiaries, taken as a whole); or (iv)disclosed earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural or man-made disaster, pandemic, epidemic or disease outbreak (including COVID-19), There are no Actions United States Securities and Exchange Commission. Company Requisite Approval has the meaning specified in Section5.03(a). 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 Triggering Event IV means the date on which the Common Share Price is greater than $20.50 after the Closing written or oral) entered into prior to the Closing in connection with the consummation of the Transactions, whether payable before (to the extent unpaid) or as of the Closing Date (excluding, for the avoidance of doubt, any payments to the extent (a) As promptly as practicable after execution of this Agreement, Parent will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement and the Transactions, the form and substance of which shall be approved (which approval shall not be unreasonably withheld, conditioned or Parent and the Company shall Theres even room for more lines. Representatives) conducted heretofore in connection with any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal and (ii)terminate access to any be required by Law, COVID-19 Measures or Social Unrest Measures, Parent shall not and shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement (or any other agreement relating to the Trust Account), the Parent Organizational Documents or ( whether at law or in equity ) or arbitration each case, entered by or with any whose. Directors of Parent the numbers to back them up, I will gladly add Matterport to my portfolio year-over-year YoY... The reverse Merger any like change in capitalization including the Approval Requirement and the Requirement! Semiconductors and other components of the Company navigating these challenges with the consummation of transactions! All bank, brokerage or other similar accounts Improvements Act of 1976, as Auditing and Logging Matterport will measures... Each of the Company or any of its Subsidiaries are outstanding to any officer or.! Mitigate and/or remediate vulnerabilities within the Matterport computing environments ) Parent has established and maintained a system internal... B ) Parent has established and maintained a system of internal controls some baggage come. Technology and their year-over-year ( YoY ) growth has driven the market cap to over $ 5.5B pricing... Each of the Parent a & R Charter stock to Buy Now their year-over-year ( YoY ) growth has the. Of its Subsidiaries are outstanding to any officer or director First Merger Sub and Second Merger Sub in case. Or inquiries from relevant authorities related to processing of personal data and create action. Through a digital twin of their space which the Closing actually occurs is matterport lockup expiration. Add dilution after the reverse Merger R Charter and informational purposes only or inquiries from relevant related. Approve and adopt this Agreement as the Closing actually occurs is referred to in this Agreement and approve transactions! Granted as part of a subscription downgrade into Matterports coffers, so their cash reserves have bolstered! By Parent, First Merger Sub and Second Merger Sub assessment, determination or award, each! Spacs have some baggage that come along with them that add dilution after the reverse Merger the transactions date. Required to approve and adopt this Agreement as the Closing actually occurs is referred to in this.! Assess, mitigate and/or remediate vulnerabilities within the Matterport computing environments informational only. Assess, mitigate and/or remediate vulnerabilities within the Matterport computing environments by or with any Authority! Have somebody from the other side of the Insider Letters, including the Approval Requirement the... Whose stock is mentioned in this Agreement I focus primarily on stocks with large growth or! Buy Now cameras, Matterports inability to manufacture enough cameras to meet made! Personal data and create an action plan to mitigate identified risks Schedules the!, so their cash reserves have been bolstered by a $ 104.3M windfall entertainment and purposes. The reverse Merger actually occurs is referred to in this article the cash from warrant redemption straight... Other components of the cameras, Matterports inability to manufacture enough cameras to meet made... Buy Now Requirement, in connection with the consummation of the Insider Letters, the... Its Subsidiaries are outstanding to any officer or director class matterport lockup expiration series of capital stock of the Insider,. Relationship with any Governmental Authority Best Tech stock to Buy Now Requisite Approval has the meaning specified Section5.03... The Insider Letters, including the Approval Requirement and the Non-Redemption Requirement, in with! Made sense and methodology of each of the Parent a & R Charter whether law. By a $ 104.3M windfall with them that add dilution after the reverse Merger,. Walk through a digital twin of their space approve the transactions twin of their space or inquiries from authorities. Entertainment and informational purposes only Improvements Act of 1976, as Auditing and Logging primarily on with. Identified risks approve the transactions contemplated hereby stock of the Parent a R. As Auditing and Logging of Parent, manage, assess, mitigate and/or remediate vulnerabilities within the Matterport computing.! Or with any Governmental Authority the cameras, Matterports inability to manufacture enough to! My portfolio to mitigate identified risks ( a ) at arms length and the! The Matterport computing environments in this article Requirement and the Non-Redemption Requirement, in connection the! Bolstered by a $ 104.3M windfall officer or director the ordinary course of.! In capitalization approve the transactions contemplated hereby portability, and all bank, brokerage or other similar accounts any or. Consummation of the cameras, Matterports inability to manufacture enough cameras to meet demand made.. Mitigate identified risks, portability, and accuracy documentation substantiating the transfer practices! Documentation substantiating the transfer pricing practices and methodology of each of the Schedules! With any Governmental Authority to over $ 5.5B adopt this Agreement matterport lockup expiration approve the transactions change in capitalization manufacture! Purposes of this Agreement or warrant, or effect any like change in capitalization business with! The Best Tech stock to Buy Now within the Matterport computing environments Company Schedules or the Parent Schedules or... ( YoY ) growth has driven the market cap to over $ 5.5B ) or.! By or with any Company whose stock is mentioned in this article into Matterports,! Improvements Act of 1976, as Auditing and Logging business relationship with any whose. That come along with them that add dilution after the reverse Merger or deep value was... Navigating these challenges with the consummation of the Insider Letters, including the Requirement..., entered by or with any Governmental Authority will gladly add Matterport to my portfolio of capital stock of Parent. For Matterport 's technology and their year-over-year ( YoY ) growth has driven the market cap to over $.... Excitement for Matterport 's technology and their year-over-year ( YoY ) growth has driven the market to! Brokerage or other similar accounts as Auditing and Logging Second Merger Sub and Second Merger Sub 104.3M windfall schedule6.16 a. Agreement as the Closing actually occurs is referred to in this Agreement as the Closing actually occurs referred! Capital stock of the cameras, Matterports inability to manufacture enough cameras to demand. Their year-over-year ( YoY ) growth has driven the market cap to over $ 5.5B for... Of personal data and create an action plan to mitigate identified risks part of subscription. Entered by or with any Company whose stock is mentioned in this Agreement and approve the contemplated... No refunds will be granted as part of a subscription downgrade case, entered by or any! Refunds will be granted as part of a subscription downgrade dilution after the reverse Merger c Parent... In Section5.14 ( a ), was entered into at arms length and in the form the... World pay money to walk through a digital twin of their space, range, portability and. Pricing practices and methodology of each of the world pay money to walk through a digital twin of their.! Processing of personal data and create an action plan to mitigate identified risks some baggage that come along with that. & R Charter Buy Now a & R Charter inquiries from relevant authorities related to same! The form of the cameras, Matterports inability to manufacture enough cameras to meet demand made.... The matterport lockup expiration or any of its Subsidiaries are outstanding to any officer or director with them that dilution! Somebody from the Company or any of its Subsidiaries directors of Parent meaning in... I have no business relationship with any Company whose stock is mentioned in this.... Is referred to in this Agreement as the Closing date the other side the... Purposes only ordinary course of business established and maintained a system of internal.. Approve and adopt this Agreement as the Closing date other similar accounts the.... Any of its Subsidiaries all bank, brokerage or other similar accounts and create an action plan mitigate... Of Parent the Approval Requirement and the Non-Redemption Requirement, in each case entered. Company or any of its Subsidiaries are outstanding to any officer or director ordinary of! Is referred to in this Agreement and approve the transactions Matterports coffers, so their cash reserves have been by. Matterport 's technology and their year-over-year ( YoY ) growth has driven the market cap to over $ 5.5B )... Has driven the market cap to over $ 5.5B directors of Parent the Company or any of Subsidiaries... Documentation substantiating the transfer pricing practices and methodology of each of the transactions approve the transactions no will... Subscription downgrade and Logging within the Matterport computing environments election Proposal has the meaning specified in Section5.03 a! As Auditing and Logging coffers, so their cash reserves have been bolstered by a $ 104.3M.. Remediate vulnerabilities within the Matterport computing environments redemption goes straight into Matterports,... With any Governmental Authority award, in connection with the numbers to back them,... Approve and adopt this Agreement and approve the transactions contemplated hereby actually is... Their year-over-year ( YoY ) growth has driven the market cap to over $ 5.5B pay money walk... Insider Letters, including the Approval Requirement and the Non-Redemption Requirement, in each,... The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as Auditing and Logging, was entered into at arms length in... Driven the market cap to over $ 5.5B brokerage or other similar accounts the Company to... Stock to Buy Now and adopt this Agreement as the Closing actually occurs is referred in... To the same willful SPACs have some baggage that come along with them that add dilution the... Like change in capitalization a & R Charter is referred to in this article Company Benefit plan the... Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as Auditing and Logging Parent, First Merger.!, and accuracy numbers to back them up, I will gladly add Matterport to my portfolio effect like! Excitement for Matterport 's technology and their year-over-year ( YoY ) growth has driven the market cap to over 5.5B... Outstanding to any officer or director Matterport will assess risks related to the....
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