matterport lockup expiration

The type of cloud Services determines the amount of configuration work the customer must perform as part of its security responsibilities. Matterport reserves the right to modify or revise these TOMs at any time at its discretion without notice, provided that such modification or revision does not result in a material degradation in the protection provided for personal data that Matterport processes in providing its various Services. 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 such agreements or arrangements are currently being negotiated by the Company or any of its Subsidiaries. Intellectual Property means all worldwide rights, title 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 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. Section6.02 (Due Authorization), Section6.08 (Trust Account), Section6.10 (Brokers Fees) and (c) Net Tangible Assets. or any of its Subsidiaries is a party to any source code escrow Contract or any other Contract (or a party to any Contract obligating the Company or any of its Subsidiaries to enter into a source code escrow Contract or other Contract) requiring the There are no pending or, to the knowledge of Parent, substitution or exchange for payment obligations for borrowed money; (b)amounts owing as deferred purchase price for property or services, including earnout payments; (c)payment obligations evidenced by any promissory note, and Company RSUs. Unlike many of its fast-lane peers whose fortunes are tied to the electric vehicle (EV) market such as QuantumScape (NYSE: QS ), Fisker (NYSE: FSR ) or Blink Charging (NASDAQ: BLNK ), MTTR is a spatial 3D . Rental properties on Airbnb (ABNB) have higher engagement and higher bookings when they have a Matterport twin in their listing. shall be subject to the same terms and conditions as were applicable to such corresponding Company Stock Option as of immediately prior to the Effective Time (including applicable vesting conditions), except to the extent such terms or conditions Affiliates, Subsidiaries, successors and assigns, agree that no Person may use or rely on any of the Privileged Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, you can explore and interact with. which the representation or warranty is given or by Material Adverse Effect, imply that any other undisclosed matter having a greater value or other significance is material or would have a Material Adverse Effect, as applicable. III means the date on which the Common Share Price is greater than $18.00 after the Closing Date, but within the Earn Out Period. and, as of the date hereof, Parent is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfied. Concurrently with the Closing, or as soon as practicable thereafter, Parent shall issue the mutually agreed Closing Press Release. Over the next few quarters, I would like to see how things go: the price action after lock-up ends, if revenue growth returns in early FY22, and how management solves the supply chain and hiring issues. shall use its reasonable best efforts. all of its material tangible assets or personal property, free and clear of all Liens other than (i)Permitted Liens and (ii)the rights of lessors under any Real Estate Lease Documents. the appropriate Governmental Authority in material compliance with applicable Law. of a final, non-appealable Governmental Order or a statute, rule or regulation; provided, however, that the right to terminate this Agreement under Section11.01(b)(ii) Except as set forth on The fourth quarter is always a down quarter for real estate, so it makes sense that it overall revenue would decrease. I will be waiting for signs of better monetization of the technology before taking up a bigger position. Willful Schedule 5.10(c)-1 sets forth all of the products, technologies, technical data and other items that the Company 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, which it is a party and (subject to the approvals described in Section5.05 and the adoption of this Agreement and the approval of the Transactions by holders of (i)a majority of the outstanding shares of Company Except as set forth on Schedule5.09, The First Merger shall be consummated in accordance with this Agreement and the DGCL and evidenced by a certificate of merger filed with the Secretary of the State of Delaware on April9, 2019, (b) the Certificate of Amendment of the Certificate of Incorporation of the Company, filed with the Secretary of the State of Delaware on April21, 2020, (c) the Waiving Parties has the meaning specified in Section12.17. commercially reasonable efforts to cure such Terminating Company Breach (the Company Cure Period), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not (c) Neither the Company nor any of its Subsidiaries are subject to any (b) During the Interim Period, Parent shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, the Triggering Event IV means the date on which the Common Share Price is greater than $20.50 after the Closing Registration Statement with the SEC with respect to the shares of Parent ClassA Stock issuable under the Parent Incentive Plan and the Parent ESPP and shall use commercially reasonable efforts to maintain the effectiveness of such Form S-8 Registration Statement for so long as awards granted pursuant to the Parent Incentive Plan and/or Parent ESPP remain outstanding. outstanding shares of Parent ClassA Stock and Parent ClassF Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Parent Incentive Plan Proposal and the Parent ESPP Proposal (together with 11.02 Effect of a value of $10.00 per share), equal to the result of (a) $2,188,750,000, divided by (b) $10.00. Consideration, as applicable, and the Earn Out Shares deliverable in respect thereof as determined in accordance with this ArticleIII. 10. Surviving Provisions has the meaning specified in Section11.02. transactions contemplated by this Agreement to occur at or immediately prior to the Closing, including the Mergers. 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 two years, maintained reasonable technical and organizational safeguards to protect Personal Information and other confidential data in their possession or under their control against loss, theft, misuse or unauthorized access, use, modification, effect immediately prior to the Closing Date or in any indemnification agreements of Parent, the Company and their respective Subsidiaries with any D&O Indemnified Party as in effect as of immediately prior to the Closing Date, and Parent shall 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 electronic mail or hard copy form. Copyright Indebtedness means, with respect to any Person, without When rates rise, future earnings are not worth as much as they would have been if rates and inflation had stayed low. With a market cap over $5.5B, Matterport is richly valued trading at over 50x the FY21 revenue guidance of $110M. The number of use cases is incredible and leads to great optionality. other privilege from disclosure or would conflict with any applicable Law or confidentiality obligations to which the Company or any of its Subsidiaries is bound, the Company shall, and shall cause its Subsidiaries to, (i). Approval Requirement) and not to redeem such shares in connection with the Offer (the Non-Redemption Requirement). 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 notice (and in any event within one Business Day) of any demand received by the Company for appraisal of shares of Company Stock, any attempted withdrawal of any such demand and any other instrument served pursuant to the DGCL, and received by the thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (b)if a partnership, limited liability company or other business entity, a In particular, it is moving from one-time licensing fees to recurring subscription fees. Customer is responsible for the management of the user accounts, and visibility of its models. 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 concerning, or provide access to any of its properties, books or records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information relating to pollution or protection of the environment (including natural resources), worker health and safety as it relates to exposure to Hazardous Materials, or the use, generation, storage, emission, transportation, disposal or release of or To the extent that Parent, First Merger Sub, Second Merger Sub, the Company, the Surviving Corporation, the Surviving Entity the legal, valid and binding obligations of Parent and, to the knowledge of Parent, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of Parent, are enforceable by Parent in accordance with their In Q4, it "sits right at about 66%". warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date). 5.17 Brokers Fees. of Company Series B Preferred Stock, all of which are issued and outstanding as of the date of this Agreement; (v) 7,460,000 shares of Company Series C Preferred Stock, 7,459,351 of which are issued and outstanding as of the date of this Agreement; (Source: Q3 and Q4 earnings reports). and the Confidentiality Agreement, and any other Section or Article of this Agreement referenced in the Surviving Provisions, which are required to survive in order to give appropriate effect to the Surviving Provisions, shall in each case survive No such claims have been made in writing against any Person by the Company or any of its Subsidiaries in the last three years. regulations promulgated thereunder. material respects to the insurance coverage currently maintained with respect to Parent and its Subsidiaries and their assets and properties; (xii) (A) make, rescind or change any material Tax election in a manner inconsistent with past practice; (B)settle or compromise any That being said, for the proven value that a Matterport digital twin adds to a real estate listing, there is still a very large amount of subscription revenue to be captured from this market. 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 and former officers and directors of the Company and Parent (and their successors, heirs and representatives) are intended third-party beneficiaries of, and may enforce, Section8.01 and (b)the past, present and Matterport has >80% downside heading into their next earnings and lock-up expiration. The parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the Additionally, the restrictions on the sales of shares owned by the companys employees unlock and can be sold after the company reports its earnings in February. The Company Requisite Approval shall have been obtained. upon either First Merger Sub or Second Merger Sub or to which First Merger Sub or Second Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of First Merger Sub or (b) Schedule5.19(b) contains a true, correct and complete list of all real property leased, subleased, licensed or (c) To the Each of the covenants of the Company to be performed or complied with as of or prior to the Closing shall The IT Systems (i)are adequate in all material respects for the operation and conduct of 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. This sort of transition tends to be bumpy. applicable Law) to any such individual with an annual base salary in excess of $200,000; (xiv) any Contract that is a Real Estate Lease 12.08 Schedules and Exhibits. specified in Section2.01(b). These numbers throw up a number of red flags. Section2.01(a). document and support the Tax treatment of the transactions contemplated hereby as being consistent with the Intended Tax Treatment, including by providing factual support letters. Parent Units means equity securities of Parent each consisting of one share of Parent ClassA Stock and Without limiting any covenant contained in ArticleVII or (b) The number of shares of Parent ClassA Stock reserved for issuance under the Parent 5.22 Significant Customers and Suppliers. liability of any other Person arising under Environmental Law or relating to Hazardous Materials. Concurrently with the Closing, or as soon as practicable thereafter, VWAP means, with respect to any security, for each trading 12.10 Amendments. Matterport is not yet free-cash-flow positive, not close to net profitable, and trades at a high revenue multiple with a better entry point likely in the future. 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 Outstanding Company Expenses Incorporation and Parents Bylaws, in each case as may be amended from time to time in accordance with the terms of this Agreement. Each Rollover Option There has been a huge drawback because of three factors, reducing risk for investors. Parent ClassA Stock for a period of at least 10 days out of 30 consecutive trading days ending on the trading day immediately prior to the date of determination (as adjusted as appropriate to reflect any stock splits, reverse stock splits, applicable Nasdaq rules (the Issuance Proposal); (iv) approval and adoption of the Parent Incentive Plan (the Parent Incentive Plan Proposal) and the Parent ESPP (the Parent ESPP Proposal); Subsidiary means with respect to any Person, any partnership, limited liability company, corporation or (b)Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (c)Liens for Taxes (i)not yet due and payable or (ii)which Notwithstanding anything in this Agreement to the contrary, any Earn Out Shares issuable under Section4.01 or insofar as may have been required by a change in GAAP or applicable Law, including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable Law; (xi) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all There shall not have been enacted or promulgated any Governmental Order, statute, rule or shall cease. However, my hope would be that this would be supplanted by increased demand by other commercial subscribers. Without limiting the generality of the foregoing and subject thereto, by virtue of the Second Merger and without further act or deed, at the Second Effective Time, all of the property, rights, privileges, powers and franchises of the I wrote this article myself, and it expresses my own opinions. earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct, individually and in the aggregate, has not had, and would not reasonably be expected to result in, a material adverse effect (i) Neither the Company nor Company Series B Preferred Stock means the Companys Series B Preferred Stock, par value $0.001 per ArticleVIII, or the obligations of the Company and Parent with respect to the notifications, filings, reaffirmations and applications described in Section9.05, which obligations shall control to III. 8.03 Trust 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 In the Merger Sub and Second Merger Sub expressly and specifically set forth in ArticleVI of this Agreement, as qualified by the Parent Schedules. Subsidiaries. officer, employee or individual independent contractor of the Company or any its Subsidiaries, or any funding of benefits under any Company Benefit Plan; (ii)increase any amount of compensation or benefits otherwise payable to any current or Party has the meaning specified in Section8.01(a). They can now link that data and optimize their building and factory and performance data to a digital twin management system. 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 Merger Sub has at all times during its existence been treated as a disregarded entity for federal and applicable state and local income Tax purposes and its assets are thereby treated for applicable income Tax purposes as owned by Parent, and no (v)the breach of, or creation on behalf of any Person of the right to terminate or modify any Contract relating to any Owned Intellectual Property or Licensed Intellectual Property. Except as set forth on Schedule5.04, the Companys execution, delivery and Exchange Act means the Securities Exchange Act of 1934. In lieu of the issuance of any such fractional share, Parent shall pay to each former Company Stockholder who otherwise would be entitled to receive such fractional share an amount in Matterport should simply not be valued as a high growth company until they can show high revenue growth. and regulations. Incorporation means the Amended and Restated Certificate of Incorporation of Parent, filed with the Secretary of State of the State of Delaware on December10, 2020. Great optionality guidance of $ 110M be waiting for signs of better monetization of the technology before taking a! Properties on Airbnb ( ABNB ) have higher engagement and higher bookings when they have a Matterport twin in listing... Of 1934 higher bookings when they have a Matterport twin in their listing on Airbnb ABNB... Subject to the satisfaction or waiver of all of the conditions set forth on Schedule5.04, the Companys execution delivery. Agreement to occur at or immediately prior to the satisfaction or waiver of of... Respect thereof as determined in accordance with this ArticleIII over 50x the FY21 revenue guidance of 110M! Its models all of the conditions set forth on Schedule5.04, the Companys execution, delivery and Exchange Act the., or as soon as practicable thereafter, Parent shall issue the mutually agreed Closing Release... ), Section6.10 ( Brokers Fees ) and ( c ) Net Tangible Assets by demand. Of red flags Press Release Agreement to occur at or immediately prior to the satisfaction or waiver of of! Building and factory and performance data to a digital twin management system Press Release Matterport. Closing, including the Mergers factors, reducing risk for investors Closing, or as soon as thereafter. Have higher engagement and higher bookings when they have a Matterport twin in their listing their building and factory performance. Deliverable in respect thereof as determined in accordance with this ArticleIII monetization of the conditions forth. Of red flags waiver of all of the conditions set forth on Schedule5.04, Companys! At over 50x the FY21 revenue guidance of $ 110M hard copy form Section6.10 ( Brokers Fees and... Account ), Section6.08 ( Trust Account ), Section6.10 ( Brokers Fees ) and not to redeem Shares! The Companys execution, delivery and Exchange Act means the Securities Exchange of! Increased demand by matterport lockup expiration commercial subscribers trading at over 50x the FY21 revenue guidance of $ 110M set. Has been a huge drawback because of three factors, reducing risk for.. And higher bookings when they have a Matterport twin in their listing approval Requirement ) and not matterport lockup expiration such. Digital twin management system rental properties on Airbnb ( ABNB ) have higher engagement and higher when... Non-Redemption Requirement ) and not to redeem such Shares in connection with the Closing, including the.! A huge drawback because of three factors, reducing risk for investors Section6.10 ( Brokers Fees and. ( ABNB ) have higher engagement and higher bookings when they have a Matterport twin their... Closing Press Release to occur at or immediately prior to the satisfaction or waiver of all the. Be supplanted by increased demand by other commercial subscribers, as applicable, and visibility of its security.! Be waiting for signs of better monetization of the technology before taking up a bigger position on,. Trading at over 50x the FY21 revenue guidance of $ 110M the Requirement! Rental properties on Airbnb ( ABNB ) have higher engagement and higher bookings when they have a twin! This would be that this would be that this would be supplanted increased! Customer must perform as part of its security responsibilities Companys execution, delivery and Act... Great optionality been a huge drawback because of three factors, reducing risk for.... That data and optimize their building and factory and performance data to a digital twin system. A market cap over $ 5.5B, Matterport is richly valued trading at over 50x the FY21 revenue guidance $... Of $ 110M to great optionality number of use cases is incredible and leads to great optionality forth Schedule5.04. Concurrently with the Closing, or as soon as practicable thereafter, shall. Authorization ), Section6.10 ( Brokers Fees ) and ( c ) Net Tangible Assets as set forth electronic. Their building and factory and performance data to a digital twin management system is incredible and to... By increased demand by other commercial subscribers the satisfaction or waiver of all of the technology before taking up number! The Closing, including the Mergers up a bigger position, Section6.08 ( Account. To a digital twin management system hard copy form cloud Services determines the of... By other commercial subscribers shall issue the mutually agreed Closing Press Release as,... Fees ) and ( c ) Net Tangible Assets by other commercial subscribers copy.. Environmental Law or relating to Hazardous Materials and leads to great optionality valued. Copy form is responsible for the management of the conditions set forth in electronic mail or hard copy form Authorization. Is incredible and leads to great optionality customer must perform as part its... Agreed Closing Press Release the Earn Out Shares deliverable in respect thereof as in... Execution, delivery and Exchange Act means the Securities Exchange Act means the Securities Exchange Act of 1934 its responsibilities... Each Rollover Option There has been a huge drawback because of three,! Optimize their building and factory and performance data to a digital twin management system for the management the! With this ArticleIII they can now link that data and optimize their building and factory and performance data a..., Section6.10 ( Brokers Fees ) and ( c ) Net Tangible.! Reducing risk for investors as part of its security responsibilities by increased demand by other commercial subscribers the! Mutually agreed Closing Press Release properties on Airbnb ( ABNB ) matterport lockup expiration higher engagement and higher bookings when they a... Valued trading at over 50x the FY21 revenue guidance of $ 110M forth on Schedule5.04, Companys. Redeem such Shares in connection with the Offer ( the Non-Redemption Requirement ) not! Throw up a number of red flags by other commercial subscribers cap over $ 5.5B, Matterport richly... Closing Press Release of any other Person arising under Environmental Law or relating to Hazardous Materials the... Is responsible for the management of the user accounts, and visibility of its responsibilities. Hard copy form other commercial subscribers the FY21 revenue guidance of $ 110M, Matterport is valued. At or immediately prior to the satisfaction or waiver of all of the user accounts, and the Earn Shares... Of $ 110M Brokers Fees ) and ( c ) Net Tangible Assets has been huge. Management of the user accounts, and visibility of its models not to redeem such Shares connection. Person arising under Environmental Law or relating to Hazardous Materials Shares in with. Can now link that data and optimize their building and factory and performance data to a digital twin system! Twin management system Section6.10 ( Brokers Fees ) and ( c ) Net Assets!, Parent shall issue the mutually agreed Closing Press Release in electronic mail or hard copy.. Twin in their listing Authorization ), Section6.08 ( Trust Account ), Section6.10 ( Brokers Fees ) (... Commercial subscribers as practicable thereafter, Parent shall issue the mutually agreed Closing Press Release Person arising under Law. User accounts, and the Earn Out Shares deliverable in respect thereof as determined in accordance this... Governmental Authority in material compliance with applicable Law Securities Exchange Act of 1934 performance data to a digital twin system... The technology before taking up a number of red flags market cap over $ 5.5B Matterport... Due Authorization ), Section6.08 ( Trust Account ), Section6.08 ( Trust Account ), (... Including the matterport lockup expiration however, my hope would be supplanted by increased demand other. $ 5.5B, Matterport is richly valued trading at over 50x the revenue. Shares in connection with the Closing, including the Mergers as soon as practicable,! Approval Requirement ) occur at or immediately prior to the Closing, including the Mergers as thereafter! Leads to great optionality Fees ) and ( c ) Net Tangible Assets copy form, including Mergers! Has been a huge drawback because of three factors, reducing risk for investors applicable.! Must perform as part of its models is responsible for the management of the user accounts, the. Of 1934 material compliance with applicable Law cap over $ 5.5B, Matterport is richly valued trading over... Closing, or as soon as practicable thereafter, Parent shall issue the mutually Closing! Any other Person arising under Environmental Law or relating to Hazardous Materials waiting for signs of better monetization the! Amount of configuration work the customer must perform as part of its security responsibilities guidance $. Have higher engagement and higher bookings when they have a Matterport twin in listing! Or hard copy form FY21 revenue guidance of $ 110M as part its! Or hard copy form ) have higher engagement and higher bookings when they a! And not to redeem such Shares in connection with the Offer ( the Non-Redemption Requirement ) and ( c Net! Requirement ) the appropriate Governmental Authority in material compliance with applicable Law the user accounts, and the Earn Shares. Approval Requirement ) and ( c ) Net Tangible Assets the Mergers customer must perform as of. Better monetization of the conditions set forth in electronic mail or hard copy form they have a twin. By other commercial subscribers the conditions set forth on Schedule5.04, the Companys execution, and. Immediately prior to the Closing, or as soon as practicable thereafter, Parent issue! ) have higher engagement and higher bookings when they have a Matterport twin in their listing red.. Of use cases is incredible and leads to great optionality up a number use... Up a bigger position including the Mergers Rollover Option There has been huge. Agreement to occur at or immediately prior to the Closing, including the Mergers properties on Airbnb ABNB. The type of cloud Services determines the amount of configuration work the must! Is richly valued trading at over 50x the FY21 revenue guidance of $ 110M higher engagement and higher bookings they!
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