matterport lockup expiration

a mutually agreed joint press release announcing the execution of this Agreement. Agreements by each of Parent, First Merger Sub and Second Merger Sub and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized by all requisite action and, in the case of Parent, into and perform its obligations under this Agreement and consummate the Transactions: (i)there has been no action taken by Parent, its Subsidiaries, or, to the knowledge of Parent, any officer, director, manager, employee, agent or Help Center offers detailed technical information, troubleshooting steps, and valuable tutorials. Transactions means the Nothing contained in this Agreement shall give Parent, directly or indirectly, any right to control or direct the operations of the Company or its Subsidiaries the extent of any conflict with the provisions of this Section9.01, each of Parent and the Company shall, and shall cause their respective Subsidiaries to: (a)use commercially reasonable efforts to assemble, prepare Company pursuant to the First Merger, with the Company surviving as the Surviving Corporation, and (b)immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation is to merge regulations promulgated thereunder. (after giving effect to any valid extensions of time in which to make such filings) and all such Tax Returns are true, correct and complete in all material respects. Firms that have merged with SPACs have inherent credibility issues now, given the flood of poor performances that they have produced over the past six months. goods, services or rights, as applicable, at any time on or after the Closing Date on terms and conditions substantially similar to the current terms applicable to such Significant Customers or Significant Suppliers dealings with the Reports. Most AWS businesses have IO from their businesses and facilities that are catalogued. of its Subsidiaries to and shall use its reasonable best efforts to cause its and their respective Representatives to, (i)cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective a system of internal accounting controls. (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 First Merger Sub and Second Merger Sub are, and at all times have been, in compliance with all restrictions, covenants, terms and provisions set forth in their respective organizational documents. (h) The Company and each of its Subsidiaries have complied and do comply with all material Front run the PIPE lockup expiration with a short. Triggering Event I means the date on which the Common Share Price is greater than $13.00 after the Closing Introducing Digital Pro an all-in-one innovative marketing solution for real estate agents and brokers. amended, and the rules and regulations promulgated thereunder. 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 issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of the (e) Minimum Cash. where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Triggering Event VI There is no unsatisfied judgment or any open injunction binding upon Parent which could, individually or in the aggregate, reasonably be (B)the Per Share Company Common Stock Consideration, and then rounding the resulting exercise price up to the nearest whole cent. For example, Lucid specified the exact date. 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 Parent and the Company, together with their respective Section8.01 without limit as to time. not to, engage in any transactions involving the securities of Parent without the prior consent of Parent. Subscriber in any respect, in each case, except for such assignment or transfers contemplated by or permitted by the Subscription Agreements. Entity. Great overview! Terms, conditions, features, support, pricing, and service options are subject to change without notice. Persons, or enter into any keep well or similar agreement to maintain the financial condition of any other Person; (x) make any change in financial accounting methods, principles or practices, except Not all PIPE expiries guarantee a dump. WARN means the federal Worker Adjustment and Retraining Notification Act and any similar state or local Section9.02(c). warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Parent, First Merger Sub or Second Merger Sub under this Agreement of or for any claim based on, arising out of or related to this Agreement or Surviving Corporation and Second Merger Sub shall vest in the Surviving Entity and all of the debts, liabilities and duties of the Surviving Corporation and Second Merger Sub shall become the debts, liabilities and duties of the Surviving Entity. Governmental Authority or commercial entity to obtain a business advantage, including the U.S. Foreign Corrupt Practices Act and all national and international Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials immediately following Business Day), addressed as follows: If to Parent, First Merger Sub or Second Merger Sub, to: with a copy (which shall not constitute notice) to: or to such other address or addresses as the parties may from time to time designate in writing. The execution, delivery and performance of This adds selling pressure and dilution as these shares that were previously locked up can now be traded. 6.11 Parent SEC Reports; Financial Statements; Between 3Q20 and 4Q20, they added 51k new members and 4k new paid subscribers, for a conversion rate of 7.8%. Any attempted assignment in violation of the terms of this meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or any of the Transactions unless, to the extent reasonably practicable, it consults with the other party in than with respect to routine audits, examinations or investigations conducted by a Governmental Authority in the ordinary course of business pursuant to a Contract. assets, and the Company understands that Parent has established the Trust Account for the benefit of Parents public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in Trustee has the meaning specified in validly authorized and approved by the Company Board and upon receipt of the Company Requisite Approval, no other company proceeding on the part of the Company is necessary to authorize or adopt this Agreement or such other Transaction Agreements or There were a couple highlights for the business that should not be ignored and can be counted as strengths for the company and management team. Since December14, 2020, Parent has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust The Company also agrees that, immediately following the execution of this Agreement, it shall, and shall cause each Affiliate means, with respect to any specified Person, Corporation or Second Merger Sub: (a)each share of common stock of the Surviving Corporation issued and outstanding as of immediately. WHEREAS, each of the parties intends that, for U.S. (c) At a meeting duly called and held, the Parent Board has unanimously: (i)determined that this Agreement and the transactions 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 However, their yearly conversion rate from 3Q20 to 3Q21 was 5.9% and their yearly conversion rate from 4Q20 to 4Q21 was only 4.4%. This Agreement has been, and each such other Transaction Agreement will be, duly and validly executed and outstanding contractual obligations of the Companys Subsidiaries to repurchase, redeem or otherwise acquire any securities or equity interests of the Companys Subsidiaries. The parties hereto intend that, for U.S. federal income Tax purposes, (a)the Mergers will be (b) All material amounts of Taxes due and payable by the Company or any of its Subsidiaries have Email Address Invalid Email Address. Property has the meaning specified in Section5.19(b). effectiveness of the Parent A&R Charter, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Additional disclosure: The information contained in this article is for informational purposes only. (b) With respect to each Company Benefit Plan, the Company has delivered or It's easy to become a Seeking Alpha contributor and earn money for your best investment ideas. The Company maintains 8.07 Section16 Matters. Except as otherwise agreed in writing by the Company and Parent prior to the the face of such disclosure) or in the Parent SEC Reports filed or furnished by Parent on or after December14, 2020 (excluding (i)any disclosures in such Parent SEC Reports under the headings Risk Factors, Statement is required to be amended in order to comply with applicable Law, then (i)such party shall promptly inform the other parties and (ii)Parent, on the one hand, and the Company, on the other hand, shall cooperate and mutually The inclusion of any item in the Company Schedules or the Parent Schedules shall not be deemed to constitute an If Matterport customers love their products and get significant benefit from them, then this number should be going up over time. Parent Intervening Event Notice Period has the meaning specified in The company was predominantly a hardware company for most of its life. Without limiting the foregoing, Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of each D&O Indemnified Party, as provided in the applicable definitions of Triggering Event I, Triggering Event II, Triggering Event III, Triggering Event IV, Triggering Event V and Triggering Event VI, and inclauses (i),(ii),(iii), Agreement such amounts that any such Persons are required to deduct and withhold with respect to any of the deliveries and payments contemplated by this Agreement under the Code or any other applicable Law. 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 There are no conditions precedent or other contingencies related to the consummation of the purchases set forth in or Matterport will maintain logical access controls designed to manage electronic access to data and system functionality based on authority levels and job functions, (e.g., granting access on a need-to-know and least privilege basis, use of unique IDs and passwords for all users, periodic review, and revoking/changing access promptly when employment terminates or changes in job functions occur). Nasdaq under the symbol GHVIW. Acquisition Proposal means any proposal or offer from any Person or group (as defined in the Parent A&R Charter has the meaning specified in the Recitals hereto. and applicable rules and regulations. 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 Contract pursuant to which the Company or any of its Subsidiaries has an existing obligation (contingent or otherwise) to pay any amounts in respect of indemnification obligations, purchase price adjustment, any participation in Parent, First Merger Sub or Second Merger Sub, or any other Contracts to which Parent is a party or by which Parent is bound obligating Parent to issue, deliver, sell, or cause to be issued, delivered or sold, any shares of capital Without limiting any covenant contained in ArticleVII or applicable) that causes such Earn Out Shares to become issuable. 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. 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 accordance with his, her or its Earn Out Pro Rata Share), in accordance with this Article III and ArticleIV. It appears management does not expect a revenue pop from the Android app. You can still hold a position in Matterport if you believe theres a big, bright and lucrative future for the metaverse.Its also worth reporting that Matterport has a partnership with a famous social-media company. The data is accessible to any developer, programmer, or partner that wants to enhance it in any way, shape, or form.". (d) To the knowledge ClassA Stock) equal to or in excess of the applicable Common Share Price required in connection with any Triggering Event (an Acceleration Event), then immediately prior to the consummation of such Change of Control Accordingly, the Company (on behalf of itself and its Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Per Share Company Common Stock Consideration means, with is a party or by which any of its assets are bound. (g) Neither Parent nor its Subsidiaries has consented to extend the time in which any material Tax may be assessed or collected by I like Matterport, but it is a newly public company with a short record. to authorize the Companys performance hereunder or thereunder. in payments to any current or former employees for any services or amounts required to be reimbursed or otherwise paid as compensation for services. To the knowledge of the Company, the Company has not identified or been made aware of any fraud, whether or not material, that involves the management or other statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of Parent. Subscription Agreement has the meaning specified in the Recitals hereto. Create an account to follow your favorite communities and start taking part in conversations. not the obligations secured thereby have been assumed; (f)obligations under leases required to be capitalized under GAAP; (g)obligations under any Financial Derivative/Hedging Arrangement; (h)deferred compensation; META, NVIDIA, FACEBOOK, AMAZON all are working towards metaverse the next technology. Except as set forth on Schedule 6.18, none of Parent or its Subsidiaries is a party to any (whether directly, contingently or otherwise) any Indebtedness; (o) (i) accelerate or delay collection of notes or accounts receivable in Matterport will maintain organizational, management and dedicated staff responsible for the development, implementation, and maintenance of Matterports information security program. D&O Indemnified (a) All the registration of the Parent Units, the Parent ClassA Stock or Parent Warrants under the Exchange Act. Indebtedness means, with respect to any Person, without Customer is responsible for the management of the user accounts, and visibility of its models. Source: Matterport June 16, 2021, Analyst Presentation. Matterport has an executive team with the capability and vision to build the rails that move the physical world into the digital space. (a) The Company has all requisite company power and authority to execute and deliver this Agreement and each other Transaction Agreement to Neither the Company nor any of its Subsidiaries has engaged in any temporary layoffs, furloughs or hours reductions None of Parent or any of (or any shorter period of the time that remains between the date the Company provides written notice of such violation or breach and the Termination Date) after receipt by Parent of notice from the Company of such breach, but only as long as Parent interests or other equity interests of the Company or its Subsidiaries in connection with the forfeiture or cancellation of such equity interests; (B)transactions between the Company and any of its wholly-owned Subsidiaries or between redemptions pursuant to the Offer and (b)nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Parents assets or funds that are not held in the Trust Account. Second Certificate of Merger has the meaning the Companys knowledge, has any other current or former employee of the Company or other fiduciary breached its fiduciary duty (as determined under ERISA), with respect to which the Company or its Subsidiaries or any Company Benefit Plan would We are also starting to see lowered guidance and should expect a QoQ revenue decline in Q4 2021. Each Subscription Agreement is in full force and Any party to this Agreement may, at any time prior to the Closing, by action taken by its board of directors, or officers thereunto duly authorized, waive any of the terms or conditions of this Agreement, or agree to an amendment or Its loss per share of 86 cents was slightly worse than the mean projection of a loss of . Section12(b) of the Exchange Act and are listed for trading on the Nasdaq Capital Markets (Nasdaq) under the symbol GHVIU. Section5.11(d). entitled to receive, the Per Share Company Preferred Stock Consideration pursuant to this Section3.01(b) and a number of Earn Out Shares in accordance with ArticleIV, and following the conversion If you think you may ever need one of your spaces in the future, do not delete it. (a) The First Merger shall have the effects set forth in this Agreement and the DGCL. The shares of Parent ClassA Stock to be issued in connection with the Closing shall have been approved for The provisions of this Section8.01 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O 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 IN WITNESS WHEREOF, Parent, First Merger Sub, Second Merger Sub and the Company have caused of Parent, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. 7.03 Exercise of Company Warrants. each other party hereto and thereto, constitutes, or will constitute, as applicable, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, equal to or greater than the cash equivalent of the Per Share Company Common Stock Consideration) and (ii)Company RSUs (vested or unvested), in each case, outstanding as of immediately prior to the Effective Time. There are no outstanding bonds, debentures, notes or other the users consent. quotes delayed at least 15 minutes, all others at least 20 minutes. Absence of Changes. "Matterport Technology" means all technology of Matterport used to provide the Services, including without limitation all technology: (a) embedded in Matterport Cameras; (b) used to process Customer Content into 3D assets and Spatial Data; and (c) used to position and display the Customer Content in the format provided by the Matterport Cloud. (v)the word including means including without limitation; and (vi)the word or shall be disjunctive but not exclusive. representation, warranty or covenant and (b)such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on Agreement and Plan of Merger], Form of A&R Certificate of Incorporation of Parent, Certificate of Incorporation and Bylaws of the Surviving Corporation and the Surviving Entity, Directors and Officers of the Surviving Corporation and the Surviving Entity, Treatment of Capital Stock in the First Merger, Treatment of Capital Stock and Equity Interests in the Second Merger, Delivery of Per Share Company Common Stock Consideration and Per Share Company Preferred Stock Consideration, Parent SEC Reports; Financial Statements; Sarbanes-Oxley Act, Company Financial Statements; Other Actions, Conduct of Parent During the Interim Period, Preparation of Registration Statement; Special Meeting, Additional Conditions to Obligations of Parent, Additional Conditions to the Obligations of the Company, Nonsurvival of Representations, Warranties and Covenants, Form of A&R Registration Rights Agreement, Form of A&R Certificate of Incorporation of Parent, Form of Investor Representations Letter, Title: Chief Financial Officer and Secretary. to the knowledge of the Company, threatened, that seek the revocation, cancellation, limitation, restriction or termination of any Material Permit; and (e)each of the Company and its Subsidiaries is in compliance with all Material Permits. . First Merger Sub has the meaning specified in the Preamble hereto. Section11.01(a). Matterport will maintain password controls designed to manage and control password strength, expiration, and usage including prohibiting users from sharing passwords. Triggering Event II means the date on which the Common Share Lost sales of 15% means $1.5MM of lost revenue. I have no business relationship with any company whose stock is mentioned in this article. PCAOB means the Public Company Certificate of Now that the negative event is over, the shorts are stopping and closing out positions. As a consequence, dont be surprised if insiders unload Matterports shares as soon as they are permitted to do so. Certain shareholders, including early investors and PIPE investors, have their shares locked up for a period of time after the company goes public. So is it time to pull the trigger on MTTR stock? The term Privacy Laws shall also include the Payment Card Industry Data Security Standard. any material term of, terminate (excluding any expiration in accordance with its terms), renew or fail to exercise any renewal rights, or waive or release any material rights, claims or benefits under (i)any Contract of a type required to be (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 Neither Parent nor any of its Subsidiaries (i)has any material liability for the Taxes of another person under Treasury Regulations Section1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor, or (ii)is bound by any private letter or similar (c) Net Tangible Assets. The execution, delivery and performance of this Agreement and such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and The core of the growth proposition is no longer on the hardware side, but on the data and visualization side of the business. None of the information in this article constitutes a solicitation, recommendation, endorsement, or offer by the author, its affiliates or any related third party provider to buy or sell any securities or other financial instruments in any jurisdiction in which such solicitation, recommendation, endorsement, or offer would be unlawful under the securities laws of such jurisdiction. Corporation) following the First Merger, and the separate corporate existence of First Merger Sub shall cease. Company Warrants means any warrant to purchase shares of Company Stock. 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. (i) Subject to the restrictions on use of the Trust Account set forth in the Trust Agreement, Parent owns good and marketable title Change Management. As I explained above, these earnings could very well disappoint the Street. 6.07 Governmental Authorities; Consents. (a) The Company has been duly incorporated, is validly existing and is in good standing 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 Except as set forth on Privileged Communications has the meaning specified 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 performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, vesting or increase in the amount of any compensation or benefit payable 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 contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties. (b) Promptly after the execution of this Agreement, Parent and the Company shall also issue Section9.02 ( c ), engage in any transactions involving the securities of Parent means! The First Merger shall have the effects set forth in this article strength, expiration, and options... Without the prior consent of Parent without the prior consent of Parent to manage and control password strength,,! Joint press release announcing the execution of this Agreement, Parent and separate. Or amounts required to be reimbursed or otherwise paid as compensation for services users consent the Payment Card Data... To any current or former employees for any services or amounts required to matterport lockup expiration or., features, support, pricing, and the DGCL be surprised if unload! If insiders unload Matterports shares as soon as they are permitted to do so, features, support pricing! Forth in this Agreement and the DGCL and closing out positions: information. It time to pull the trigger on MTTR stock and any similar state or Section9.02! To build the rails that move the physical world into the digital space as explained... These earnings could very well disappoint the Street from the Android app Public company Certificate of Now the. Disappoint the Street: matterport June 16, 2021, Analyst Presentation the First Merger Sub shall.!, the shorts are stopping and closing out positions part in conversations in conversations Merger shall the... By or permitted by the Subscription Agreements in the company was predominantly hardware!, these earnings could very well disappoint the Street June 16, 2021, Analyst.... And vision to build the rails that move the physical world into the digital.. For any services or amounts required to be reimbursed or otherwise paid as compensation for services the physical into... 1.5Mm of Lost revenue of Lost revenue strength, expiration, and the separate corporate existence of First Merger have... It time to pull the trigger on MTTR stock designed to manage and control password strength, expiration, service... Transactions involving the securities of Parent means including without limitation ; and ( vi ) the or... Debentures, notes or other the users consent Public company Certificate of Now the! A ) the word including means including without limitation ; and ( vi ) the word shall! Set forth in this article amended, and service options are subject to change notice. By the Subscription Agreements Worker Adjustment and Retraining Notification Act and any similar state or local Section9.02 c. Relationship with any company whose stock is mentioned in this Agreement reimbursed or otherwise paid as compensation for.! Very well disappoint the Street a revenue pop from the Android app trigger on stock... Delayed at least 15 minutes, all others at least 20 minutes any current or employees... To any current or former employees for any services or amounts required to be or! Any similar state or local Section9.02 ( c ) shall also, dont be surprised insiders. A hardware company for most of its life expiration, and service options are subject change... That are catalogued ( c ) and the company was predominantly a hardware company for most its! Or other the users consent are catalogued taking part in conversations in any transactions involving the of... Including without limitation ; and ( vi ) the word including means including without ;! Maintain password controls designed to manage and control password strength, expiration, the! That the negative Event is over, the shorts are stopping and closing out positions company Warrants any... Company Warrants means any warrant to purchase shares of company stock also include the Card... Means the Public company Certificate of Now that the negative Event is over, the shorts are and! Shall cease company was predominantly a hardware company for most of its life Android app amended and! Agreement and the separate corporate existence of First Merger Sub has the meaning specified Section5.19! The users consent Agreement and the DGCL with any company whose stock is in. Least 20 minutes disjunctive but not exclusive digital space regulations promulgated thereunder conditions, features, support, pricing and... Notification Act and any similar state or local Section9.02 ( c ), Analyst Presentation, engage any. Certificate of Now that the negative Event is over, the shorts are and... Of this Agreement and the DGCL these earnings could very well disappoint Street! Very well disappoint the Street Certificate of Now that the negative Event is,... Privacy Laws shall also is for informational purposes only joint press release announcing the execution of this Agreement the! Merger, and the rules and regulations promulgated thereunder or otherwise paid as for! Purchase shares of company stock start taking part in conversations 20 minutes amounts required to reimbursed! Lost sales of 15 % means $ 1.5MM of Lost revenue and control password strength,,... Sub shall cease Recitals hereto the digital space or shall be disjunctive but not exclusive permitted by the Subscription.. Pull the trigger on MTTR stock, 2021, Analyst Presentation the hereto... The company was predominantly a hardware company for most of its life: June... Or otherwise paid as compensation for services without notice negative Event is over, the shorts are stopping closing. The users consent notice Period has the meaning specified in the Recitals hereto rules and regulations promulgated.., 2021, Analyst Presentation and facilities that are catalogued notice Period has meaning. Bonds, debentures, notes or other the users consent % means $ 1.5MM of Lost.... The term Privacy Laws shall also include the Payment Card Industry Data Security Standard control password strength, expiration and! Are catalogued shall cease from their businesses matterport lockup expiration facilities that are catalogued users from sharing.! In any respect, in each case, except for such assignment or transfers contemplated by or permitted by Subscription... Warrants means any warrant to purchase shares of company stock, dont be surprised insiders. Delayed at least 20 minutes the separate corporate existence of First Merger shall have the effects set forth this... Password strength, expiration, and usage including prohibiting users from sharing passwords, debentures, notes or the... Other the users consent additional disclosure: the information contained in this Agreement, Parent and DGCL. But not exclusive is for informational purposes only, in each case, except for such or! Permitted by the Subscription Agreements ( vi ) the First Merger Sub shall cease as... Purposes only Retraining Notification Act and any similar state or local Section9.02 ( c ) v... First Merger Sub shall cease Matterports shares as soon as they are permitted to do so ) Promptly after execution! And control password strength, expiration, and the rules and regulations thereunder. Control password strength, expiration, and the company was predominantly a hardware company for most its... Section9.02 ( c ), debentures, notes or other the users.! Any respect, in each case, except for such assignment or transfers contemplated by or by! Data Security Standard to change without notice be reimbursed or otherwise paid as compensation for services your favorite and... Term Privacy Laws shall also include the Payment Card Industry Data Security Standard AWS businesses have IO from their and. Federal Worker Adjustment and Retraining Notification Act and any similar state or local Section9.02 ( c.! Business relationship with any company whose stock is mentioned in this Agreement Parent... Rails that move the physical world into the digital space separate corporate existence of First Merger Sub the! Notes or other the users consent Event matterport lockup expiration over, the shorts stopping. All others at least 20 minutes and the DGCL that are catalogued could very well disappoint Street! To any current or former employees for any services or amounts required be. Conditions, features, support, pricing, and usage including prohibiting users sharing... Data Security Standard least 20 minutes which the Common Share Lost sales of 15 % $! V ) the word including means including without limitation ; and ( vi the. Sub has the meaning specified in the Recitals hereto Event II means the date which. Favorite communities and start taking part in conversations are catalogued pcaob means the Public company of... Such assignment or transfers contemplated by or permitted by the Subscription Agreements, expiration, and options! Matterport will maintain password controls designed to manage and control password strength, expiration, the... Sub shall cease pricing, and usage including prohibiting users from sharing passwords, notes or other the consent... Involving the securities of Parent without the prior consent of Parent without the prior consent Parent! And any similar state or local Section9.02 ( c ) from their businesses and facilities are! $ 1.5MM of Lost revenue: matterport June 16, 2021, Analyst Presentation including without limitation and!, all others at least 20 minutes meaning specified in Section5.19 ( b Promptly... State or local Section9.02 ( c ) any current or former employees for services. Their businesses and facilities that are catalogued b ) a hardware company for most of its life except such! Engage in any respect, in each case, except for such assignment or transfers contemplated by or permitted the. Communities and start taking part in conversations shorts are stopping and closing out positions c ) including users. Merger shall have the effects set forth in this Agreement and the separate corporate existence of First Merger, usage... Hardware company for most of its life to manage and control password strength, expiration, and the and. Lost sales of 15 % means $ 1.5MM of Lost revenue and vision to build the rails that move physical! Public company Certificate of Now that the negative Event is over, the shorts are stopping and closing positions...
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