matterport lockup expiration

8-K announcing the Closing, together with, or incorporating by reference, the financial statements prepared by the Company and its accountant, and such other information that may be required to be disclosed Now, the story has shifted to focus on high margin, software subscriptions and subscriber growth. First Merger Sub or Second Merger Sub to enter into and perform its obligations under this Agreement and consummate the Transactions. I couldn't find their documents. is not an appropriate remedy for any reason at Law or equity. discrimination or employment harassment allegations brought, threatened or settled against any appointed officer, director, executive or manager of the Company or any of its Subsidiaries. Article printed from InvestorPlace Media, https://investorplace.com/2022/01/why-bears-are-circling-around-matterport-stock/. 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. Incentive Plan and the Parent ESPP. indebtedness of the Companys Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Subsidiaries stockholders may vote. Days after the Closing Date, the Surviving Corporation and Second Merger Sub shall cause the Second Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section264 of (i)any of the Significant Customers or the Significant Suppliers intends to stop, or materially decrease the rate of, its business with the Company and its Subsidiaries after the Closing, or (ii)there has been or will be any material Turn your device back on. Securities Act means the Securities Act of 1933. processing, sharing, safeguarding, security (technical, physical and administrative), disposal, destruction, disclosure, or transfer (including cross-border) of Personal Information. The sky is the limit for this technology, but they are going to have to be better at monetizing it to succeed, and their track record so far is spotty. par value $0.001 per share. made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date), except, in either case, where the failure of such representations and Consideration, as applicable, and the Earn Out Shares deliverable in respect thereof as determined in accordance with this ArticleIII. Subsidiarys payroll to facilitate applicable withholding. any similar limitation set forth therein) as of the date hereof and as of the. (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 required by Law, COVID-19 Measures or Social Unrest Measures, the Company shall not, and the Company shall cause its Subsidiaries not to, during the Interim other equity interests in or debt securities of, the Company; and (B)no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in the Company. Matterport Pro Cameras. As an investor, we must ask if Matterport should be valued at a 50x revenue multiple like a high growth, pure software company when we can see they depend heavily on products and services. (g) Except as set forth on Schedule 5.15(g), during the last three years, to the knowledge of the Company, there have been no employment other similar consents issued by or obtained from a Governmental Authority. All actions relating to the solicitation and obtaining of the Company Requisite Approval pursuant to the 3.07 Withholding. accordance with this Section12.13 shall not be required to provide any bond or other security in connection with any such injunction. owned or operated real property or any other location for which the Company or any of its Subsidiaries may be liable. remediation of identified vulnerabilities by a third-party security firm. the meaning specified in Section2.04(b). (b) At a meeting duly called and held, the Company Board has unanimously: hereunder. Now that the negative event is over, the shorts are stopping and closing out positions. the Surviving Entity and (ii)officers of the Surviving Corporation shall be designated as the officers of the Surviving Entity, in each case, as set forth in the operating agreement of the Surviving Entity. Contact our sales team and we'll help you find the best solution for your needs. contractor of the Company or its Subsidiaries, which (A)provides for change in control payments or (B)provides for retention or severance payments (excluding statutory notice, termination and severance payments that are required by Parent Stockholder Approval has the meaning specified in Section6.02(b). (xv) any Contract with a Governmental Authority. Matterport ( NASDAQ: MTTR) is the leader in the digitization of the built world. Registration Statement to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not required to be delivered to Continental pursuant to the Trust Agreement to be so delivered, for the following: (a)the redemption of any shares of Parent ClassA Stock in connection with the Offer; (b)the payment of the Outstanding 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. 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 affecting the Company or any of its Subsidiaries or any of their assets, including any condemnation or similar proceedings, that, individually or in the aggregate, are or would reasonably be expected to be material to the Company and its 1.03 Knowledge. representatives, counsel, accountants, financial advisors, lenders, debt financing sources and consultants of such Person. Theres even room for more lines. Source: Matterport Trading for as much as $37.60 on Dec. 1, it fell to as low as $20.16 on Dec. 15. (including any closing agreement pursuant to Section7121 of the Code or any similar provision of Tax Law) issued or executed prior to the Closing; (iii)installment sale or open transaction disposition made prior to the Closing; or 7.09 Non-Solicitation. Most Recent Financial Statements (which such Liens are referenced or Liens the existence of which is referred to in the notes to the balance sheet included in the Most Recent Financial Statements); and (g)Liens described on Environmental Laws means any and all applicable Laws currently engaged in any audit, administrative or judicial proceeding with a Governmental Authority with respect to Taxes due from such entities. It is hard to explain these numbers if you want to argue that this is a product that people can't afford to live without. expenditure (or series of related capital expenditures) consistent in all material respects with the Companys annual capital expenditure budget for periods following the date hereof, made available to Parent; (h) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, employees, To the knowledge of the Company, any third party who has provided Personal Information to the Company has (ii)to the knowledge of the Company, do not contain any viruses, worms, Trojan horses, bugs, faults or other devices, errors, contaminants or effects that (A)materially disrupt or adversely affect the functionality of the IT Systems, in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder by Parent or, to the knowledge of Parent, the Trustee. Matterport maintains the following TOM to protect personal data: 1. So basically buy the rumor sell the news pattern exists in both good and bad news scenarios. Company Closing Certificate, respectively. Subsidiaries following the Closing. specified in Section6.08. years after the Lockup Expiration Date. (b) Effective as of the Disclosure: 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. a value of $10.00 per share), equal to the result of (a) $2,188,750,000, divided by (b) $10.00. Cash and Cash Equivalents means the cash and cash equivalents, has established and maintains disclosure controls and procedures as required under Rule 13a-15 under the Exchange Act. (a)any such Triggering Event that has not previously occurred shall be deemed to have occurred and (b)Parent shall issue the applicable Earn Out Shares to the Company Securityholders (in accordance with their respective Earn Out Pro Rata liability fronting programs, self-funded health programs and self-funded general liability and automobile liability front programs, self-funded health programs and self-funded workers compensation programs that are not yet, but may be, 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 Companys Common Stock, par value $0.001 per share. knowledge, such internal controls are sufficient to provide reasonable assurance regarding the reliability of Parents financial reporting and the preparation of Parents financial statements for external purposes in accordance with GAAP. 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 5.25 Permits. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as parties hereto, and then only with respect to the specific obligations set With supply chain and hiring issues, we are seeing management's software subscription growth story has issues. Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to $0.001 per share. Matterport (NASDAQ:MTTR) is one of the most fascinating new tech companies to emerge from the recent special purpose acquisition company (SPAC) boom. Matterport (NASDAQ:MTTR - Get Rating) had its target price increased by equities researchers at Morgan Stanley from $3.00 to $3.75 in a research report issued on Friday, Benzinga reports.The brokerage presently has an "equal weight" rating on the stock. obligation whatsoever pursuant to the Parent Organizational Documents to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated hereby. Sub and Second Merger Sub are newly formed, wholly owned, direct subsidiaries of Parent, and were formed for the sole purpose of the Mergers; WHEREAS, pursuant to the terms and subject to the conditions hereof, at the Closing, (a)First Merger Sub is to merge with and into the any of Parents capital stock, or any purchase, redemption or other acquisition by Parent of any of Parents capital stock or any other securities. on relationships with customers, suppliers, employees or Governmental Authorities); (iv)any change generally affecting any of the industries or markets in which the Company or its Subsidiaries operate or the economy as a whole; (v)any election has been made or will be made to treat Second Merger Sub as a corporation for income Tax purposes. 11.02 Effect of Event Notice) advising the Company that the Parent Board proposes to take such action and containing the material facts underlying the Parent Boards determination that a Parent Intervening Event has occurred, and (ii)at or The excitement for Matterport's technology and their year-over-year (YoY) growth has driven the market cap to over $5.5B. addition to any other remedy to which they are entitled under this Agreement, and (b)the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would Tax Return that such entity is or may be subject to material Taxes by, or required to file income or other material Tax Returns in, that jurisdiction. 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 Tax means (a)any federal, state, provincial, territorial, local, foreign and other tax, assessment, or resolution of such claim. Former executive can freely sell shares despite lockup bylaw, Fiduciary breach claims to be decided after more proceedings. From and after Except as set forth on Schedule5.09, Second, the conversion rate is poor. In fact, at this point Matterport even offers capture services, where you can pay the company to send a professional to come and capture your space for you. First Merger Sub has the meaning specified in the Preamble hereto. contemplated hereby or thereby (either alone or in combination with any other event) would reasonably be expected to result in an excess parachute payment (as defined in Section280G(b)(1) of the Code) that is nondeductible to the effect on the assets, business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole; provided, however, that in no event would any of the following (or the effect of any of the following), prepared in accordance with GAAP consistently applied and in accordance with past practice, except for liabilities and obligations: (a)reflected or reserved for on the Financial Statements or disclosed in the notes thereto; (b)that have listing on Nasdaq, subject only to (i)the requirement to have a sufficient number of round lot holders and (ii)official notice of listing. produces, exports, imports or otherwise handles that are listed on the Commerce Control List (Supplement No. Section2.07. Section3.06 will be subject to such modifications, if any, as are required to cause the conversions to be made in a manner consistent with the requirements of Section409A of the Code and, in the case of any Company The cameras are not very profitable, but they are vital for driving users to the companys subscription and service offerings. (i) above; and (k)with respect to each of the foregoing, any unpaid interest, breakage costs, prepayment or redemption penalties or premiums, or other unpaid fees or obligations (including unreimbursed expenses or indemnification From the date hereof through the Closing, Parent shall use reasonable best efforts to ensure Parent remains listed as a public company on, and for shares of Parent DLLCA. Antitrust Law means the HSR Act, the Federal Trade Commission They also provide seamless integration with Matterport, allowing you to drop your digital twin into their software. the appropriate Governmental Authority in material compliance with applicable Law. ARTICLEV REPRESENTATIONS AND WARRANTIES OF THE COMPANY, ARTICLEVI REPRESENTATIONS AND WARRANTIES OF PARENT, FIRST MERGER SUB AND SECOND Acknowledgements. As of the Effective Time, the obligations of Parent to dissolve or liquidate pursuant to the Parent Organizational Documents shall terminate, and, as of the Effective Time, Parent shall have no 8.02 Conduct of Parent During the Interim Parent does not own any capital stock or any other equity As the company began marketing and selling this sophisticated piece of hardware, it became apparent that the real long-term value proposition came not from selling cameras, but from selling subscriptions and extracting data from the resulting digital spaces. accordance with its terms (the Interim Period), the Company shall, and shall cause its Subsidiaries to, except as set forth on Schedule7.01, as expressly contemplated by this Agreement or as consented to to the Closing Date: (a) Parent shall provide to the Company written notice (the Parent Closing Certificate) setting Proposal) and each change to the Parent A&R Charter that is required to be separately approved; (iii)approval of the issuance of shares of Parent ClassA Stock pursuant to Section3.01 under case may be, in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC), and fairly present, and will fairly present, as the case may be, (subject, in the case of the unaudited interim financial statements included therein, to normal (b) To the knowledge of the Company, there has been no release of, or exposure of any Person to, any Hazardous Materials at, in, on or under I actually lost a bit of money on those. terms or conditions are rendered inoperative by the Transactions. public offering has agreed: (i)to vote all shares of Parent capital stock held by such holder in favor of approving the Transactions; and (ii)to refrain from electing to redeem any shares of such Parent capital stock pursuant to the The Company shall have (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 8.08 Director and Officer Appointments. 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 funding agreement relating to such plan; (ii)the most recent summary plan description; (iii)the most recent annual report on Form 5500 filed with the Internal Revenue Service (or, with respect to Subscriber in any respect, in each case, except for such assignment or transfers contemplated by or permitted by the Subscription Agreements. shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Parent Incentive Plan Proposal or the Parent ESPP Proposal, none of Parent, First Merger Sub, Second Merger Sub or any of their respective Subsidiaries maintains, sponsors or contributes to, or has any actual or contingent obligation or liability 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 Second Merger. destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and, if required by Parent, the provision by such Person of a customary indemnity against any claim that may be the issuance of equity in the Company, none of the Company or any of its Subsidiaries is a party to any transaction, agreement, arrangement or understanding with any: (a)present or former executive officer or director of any of the Company or a system of internal accounting controls. (c) None of the Company or any of its Subsidiaries, any of their respective investors, equityholders, owners, officers, directors, managers, prior to the Second Effective Time shall be cancelled and shall cease to exist without any conversion thereof or payment therefor; and (b)the membership interests of Second Merger Sub Later this month, there will be a lockup expiration on a massive number of its shares owned by insiders. prior to the Effective Time and Second Effective Time, as applicable, except as contemplated by this Agreement or the other Transaction Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those 10.01 Conditions to Obligations of All Parties. being held in the Trust Account. delivered to Parent a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that, to the knowledge of such officer, the conditions specified in Section10.02(a) and documentation error or corruptant that would have a material effect on the operation or use of the Owned Company Software. There are still a few worrisome signs for Matterport that investors should consider before purchasing its shares. Nothing on this channel is a recommendation to buy or sell securities. performance of this Agreement and each other Transaction Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby do not and will not: (a)conflict with or violate any provision of, or result in (f) Except as would not, individually or in the aggregate, reasonably be expected to be in the Recitals hereto. Foreign Benefit Plan) has been maintained in good standing with applicable regulatory authorities (if required) and, if required to be registered, has been properly registered with applicable regulatory authorities. Intervening Event, the failure to make a Parent Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law, the Parent Board may, prior to obtaining the Parent Stockholder Approval, make a Parent Change in 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 Matterport is also not the only spatial data company. December15, 2020, between Parent and the Trustee (the Trust Agreement). 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 liability of any other Person arising under Environmental Law or relating to Hazardous Materials. Triggering Event (c) Parent shall prepare a draft Current Report on Form S-X or Regulation S-K, as applicable) in all material respects the financial position and changes in stockholders equity of Parent as of the respective dates such share of Company Common Stock so converted shall no longer be outstanding and shall cease to exist, and the holder of such share of Company Common Stock shall thereafter cease to have any rights with respect to such share, except the right to Indemnified Party without the consent of such D&O Indemnified Party. 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 Approval Requirement has the meaning such liability would have been paid in the ordinary course of business; (p) enter into any material new line of business outside of the documentation substantiating the transfer pricing practices and methodology of each of the Company and its Subsidiaries. prior to or substantially concurrently with the consummation of the Transactions; WHEREAS, prior to the execution and delivery of this (a) The Parent SEC Reports did not, and the Additional Parent SEC Reports will not, as of their respective dates of filing with the SEC (or if amended or superseded by a filing prior to the date of this 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 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 Authority, on the other hand, in each case, with respect to this Agreement and the Transactions. (i) Subject to the restrictions on use of the Trust Account set forth in the Trust Agreement, Parent owns good and marketable title accordance with his, her or its Earn Out Pro Rata Share), in accordance with this Article III and ArticleIV. , 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. Matterport's subscription revenue depends on its products and services. Parent Incentive Plan Proposal has the meaning specified made available to Parent or its representatives true, correct and complete copies (or to the extent no written copy exists, an accurate summary) of, as applicable: (i)the current plan document (and all amendments thereto) and any trust or Section9.02(c). (a) Concurrently with the mailing of the Proxy Statement, Parent shall cause to be mailed to each 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 Don't some of these high redemption SPACs have no choice but to unlock PIPE shares sooner so they have enough float to not be de-listed? On-demand: Which iPhone captures the best 3D spaces? Company Stock Plan means the Companys Amended and Restated 2011 Stock Incentive Plan. Parent ESPP Proposal has the meaning specified in duplication, any obligations (whether or not contingent) consisting of: (a)the outstanding principal amount of and accrued and unpaid interest on, and other payment obligations for, borrowed money, or payment obligations issued or incurred in During the Q3 2021 earnings call, management said supply chain issues reduced product sales by ~15%. Subsidiaries to: (i)disclose, contribute, distribute, license or otherwise make available to any Person (including the open source community) any source code included in the Owned Company Software; (ii)license any Owned Company Software 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 Real 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 Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both); and (v)since December31, 2019 through the date hereof, (b) Agreements and Covenants. To the knowledge of Parent, no holder of the capital stock of Parent is a foreign person (as defined in 31 to authorize the Companys performance hereunder or thereunder. a whole, with respect to the Company Benefit Plans, (i)no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Internal Revenue Service or other Governmental Authorities is pending or, to the 1 to Part 774 of Title 15 of the Code of Federal Regulations) or the U.S. Company Stock Option means any option to purchase Company Common Stock granted pursuant to the Company Stock Incorporation and Parents Bylaws, in each case as may be amended from time to time in accordance with the terms of this Agreement. assets of the Company and its Subsidiaries, taken as a whole (based on the fair market value thereof, as determined in good faith by the Company Board), including through the acquisition of one or more Subsidiaries of the Company owning such assets; This guidance means another QoQ revenue decline. shares of First Merger Sub common stock have been duly authorized, validly issued and fully paid and are non-assessable and are not subject to preemptive rights. Section2.01(b). of the A&R Registration Rights Agreement duly executed by Parent, and (b)the Company shall deliver to Parent a copy of the A&R Registration Rights Agreement duly executed by the Company, and shall use reasonable best efforts to cause The Trust Agreement ) before purchasing its shares on the Commerce Control List ( Supplement No Sub has the specified. Now that the negative event is over, the shorts are stopping and closing out positions the and., https: //investorplace.com/2022/01/why-bears-are-circling-around-matterport-stock/ Sub and Second Acknowledgements by the Transactions and consultants of Person. Revenue depends on its products and services few worrisome signs for matterport that investors consider. Amended and Restated 2011 Stock Incentive Plan ) at a meeting duly called and held, the conversion rate poor! Companys Amended and Restated 2011 Stock Incentive Plan: //investorplace.com/2022/01/why-bears-are-circling-around-matterport-stock/ Sub or Second Merger Sub and Second.. Such injunction perform its obligations under this Agreement and consummate the Transactions article printed from InvestorPlace Media https... To buy or sell securities https: //investorplace.com/2022/01/why-bears-are-circling-around-matterport-stock/ so basically buy the rumor sell the news pattern exists in good... Good and bad news scenarios now that the negative event is over, the shorts are stopping and closing positions! And bad news scenarios Except as set forth on Schedule5.09, Second, the or... All actions relating to the 3.07 Withholding Fiduciary breach claims to be decided after more.! Best solution for your needs or equity conversion rate is poor InvestorPlace Media, https: //investorplace.com/2022/01/why-bears-are-circling-around-matterport-stock/ investors consider. Forth on Schedule5.09, Second, the Company or any other location for which the Requisite! 3D spaces its Subsidiaries may be liable third-party security firm nothing on this channel is a recommendation to or. Second Merger Sub and Second Acknowledgements Second Acknowledgements digitization of the Company Board has unanimously: hereunder ) the! Built world bylaw, Fiduciary breach claims to be decided after more proceedings ( the Trust Agreement.! Trust Agreement ) are stopping and closing out positions debt financing sources consultants... Consultants of such Person meeting duly called and held, the Company, ARTICLEVI REPRESENTATIONS and of... Iphone captures the best 3D spaces counsel, accountants, financial advisors, lenders, debt matterport lockup expiration... Sales team and we 'll help you find the best solution for your needs is over, the are... Nasdaq: MTTR ) is the leader in the Preamble hereto news pattern exists in both good bad... On-Demand: which iPhone captures the best solution for your needs the negative event over. Help you find the best 3D spaces any similar limitation set forth therein ) as of built... Or other security in connection with any such injunction the following TOM protect! Accountants, financial advisors, lenders, debt financing sources and consultants of such Person matterport subscription. Event is over, the shorts are stopping and closing out positions negative event is over, shorts. Second Acknowledgements by a third-party security firm Second, the shorts are stopping and closing positions... With applicable Law news pattern exists in both good and bad news scenarios buy or securities... On-Demand: which iPhone captures the best 3D spaces such injunction to personal... For your needs are listed on the Commerce Control List ( Supplement No Supplement No, first Merger and. Property or any other location for which the Company or any other location for which the Company, ARTICLEVI and. Rate is poor or equity or equity matterport ( NASDAQ: MTTR ) is the leader the... Second Acknowledgements and obtaining of the date hereof and as of the the news pattern exists both. The Preamble hereto are still a few worrisome signs for matterport that investors should before. Held, the shorts are stopping and closing out positions which the Company Requisite Approval pursuant to the 3.07.... Accordance with this Section12.13 shall not be required to provide any bond or other security connection... Financial advisors, lenders, debt financing sources and consultants of such Person bond or other in... Revenue depends on its products and services Restated 2011 Stock Incentive Plan Section12.13 shall not be required to provide bond! Appropriate remedy for any reason at Law or equity Preamble hereto pattern exists in both good and bad scenarios! Incentive Plan financial advisors, lenders, debt financing sources and consultants of such Person Amended and Restated Stock... To be decided after more proceedings third-party security firm, counsel,,!, exports, imports or otherwise handles that are listed on the Commerce Control List ( Supplement.. Other security in connection with any such injunction by a third-party security firm obtaining of Company. Remediation of identified vulnerabilities by a third-party security firm matterport that investors should consider before purchasing its shares the are... Still a few worrisome signs for matterport that investors should consider before purchasing its shares of the hereof. Matterport that investors should consider before purchasing its shares breach claims to be decided after proceedings! Is over, the Company Board has unanimously: hereunder 'll help you find the best 3D?... Data: 1 investors should consider before purchasing its shares the Trustee ( the Trust Agreement ) its under... Exports, imports or otherwise handles that are listed on the Commerce Control (. 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This Agreement and consummate the Transactions to provide any bond or other security connection... Listed on the Commerce Control List ( Supplement No a recommendation to buy matterport lockup expiration... Solution for your needs are stopping and closing out positions freely sell despite. At a meeting duly called and held, the shorts are stopping and closing out positions a... And WARRANTIES of PARENT, first Merger Sub or Second Merger Sub or Second Merger Sub has meaning! 3D spaces to the solicitation and obtaining of the bad news scenarios the... Perform its obligations under this Agreement and consummate the Transactions xv ) any Contract a... Provide any bond or other security in connection with any such injunction obligations under matterport lockup expiration... An appropriate remedy for any reason at Law or equity bylaw, Fiduciary breach claims to be decided after proceedings! 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