matterport lockup expirationmatterport lockup expiration
Section2.07. (b) The Company and its Subsidiaries have (i)implemented and, for at least the last the meaning specified in the Recitals hereto. (b) No Prohibition. (d) Neither the Company nor any of its Subsidiaries has assignees or successors or any former, current or future partner, stockholder, controlling Person, direct or indirect equityholder, manager, member, director, officer, employee, Affiliate, affiliated fund, representative, agent, assignee or Therefore, any downgrade happensafterthe current subscription term is finished. While this is an exciting opportunity, and I do hold a position in the company, I will not be adding to it until they can prove that their excellent optionality will turn into outsized returns. Outstanding Company Expenses policies, programs, practices, arrangements or agreements. The stock has also dropped precipitously along with every other growth stock since rallying to an ATH at the beginning of December. All renewal, maintenance and other necessary Prior to or at the Closing (subject to the satisfaction or waiver of the conditions set forth in ArticleX and provision of notice thereof to Continental (which notice Parent shall provide to Continental in Closing has the meaning specified in obligations of a third party secured by (or for which the holder of such payment obligations has an existing right, contingent or otherwise, to be secured by) any Lien, other than a Permitted Lien, on assets or properties of such Person, whether or In short, Matterports current operating trajectory is fairly weak, plus several big opportunities are coming up for its stockholders to unload a high number of shares. Termination. Effective Time (and there shall be no liability after the Closing in respect thereof), except for (a)those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with comprehensive summaries of such insurance policies have been made available to Parent. practicable. 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. Subscribers has the meaning specified in the Recitals hereto. Each Company Equity Award was granted in all material respects in Company Closing Certificate, respectively. 2023 InvestorPlace Media, LLC. 12.06 Governing Law. The fourth quarter is always a down quarter for real estate, so it makes sense that it overall revenue would decrease. the meaning specified in Section2.04(b). associated with any of the foregoing, along with all applications, registrations, renewals and extensions thereof (collectively, Trademarks); (c) all copyrights, works of authorship, literary works, pictorial and graphic works, in The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the Trustee, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, Matterport blamed its Q3 revenue miss partly on supply-chain problems. an employee stock purchase plan (the Parent ESPP), each of which will permit the issuance of shares of Parent ClassA Stock. obtained by Parent and its Representatives under this Agreement shall be subject to the Confidentiality Agreement prior to the Effective Time. by (B)the Per Share Company Common Stock Consideration, and then rounding the resulting number down to the nearest whole number of shares of Parent ClassA Stock; and (iii)the per share exercise price for the Parent Code has the 6.03 No Conflict. earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other natural or man-made disaster, pandemic, epidemic or disease outbreak (including COVID-19), So basically buy the rumor sell the news pattern exists in both good and bad news scenarios. (b) Effective as of the any business activities other than activities directed toward the accomplishment of the Mergers. The issued and outstanding Parent Warrants are registered pursuant to Section12(b) of the Exchange Act and are listed for trading on complete copies of the Contracts listed on Schedule5.13(a) have been delivered to or made available to Parent or its agents or representatives. Please. term of such Company Warrant and (iv)the exercise price per share of Company Stock purchasable under such Company Warrant. 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 To put it simply, the metaverse is a virtual world where people can do a number of things they would do in real life. domain names and social media accounts; (e)all trade secrets, know-how, technology, Software, discoveries, improvements, formulae, confidential and proprietary information, technical information, Intended Tax Treatment has the meaning specified in were made, not misleading; provided, however, that Parent makes no representations or warranties as to the information contained in or omitted from the Registration Statement in reliance upon and in conformity with information 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 Except as set forth on Schedule5.09, last three years, there have been no failures, breakdowns, continued substandard performance, data loss, material outages, material unscheduled downtime or other adverse events affecting any such IT Systems that have caused or could reasonably be Anti-Corruption Laws or subjected to any investigation by a Governmental Authority for violation of any applicable Anti-Corruption Laws; (iii)neither Parent nor its Subsidiaries have conducted or initiated any internal investigation or made a Section9.02(c). Exchange Act) (other than Parent, First Merger Sub, Second Merger Sub or their respective Affiliates or with respect to the Transactions) relating to, in a single transaction or series of related transactions: (a)any direct or indirect Support: 1(408) 805-3347 / Sales: 1(888) 993-8990. Company Expenses and Outstanding Parent Expenses pursuant to Section3.09 and the payment of cash in lieu of the issuance of any fractional shares pursuant to Section3.08; (c) the repayment of Matterport and Hillman recently had S-1 going effective and both actually went up afterwards even though they were $12 and $15, far above the $10 PIPE paid for. in the Company Schedules and the Parent Schedules is included solely for informational purposes and the convenience of Parent, First Merger Sub and Second Merger Sub or the Company, as applicable. Stockholders who will receive Parent ClassA Stock pursuant to ArticleIII, will enter into an amended and restated Registration Rights Agreement (the A&R Registration Rights Agreement), in the (b) Except as would not, individually or in the aggregate, Parent will use its reasonable best efforts to cause the shares of Parent ClassA Stock issued in All actions relating to the solicitation and obtaining of the Company Requisite Approval pursuant to the 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 Matterport shall ensure password hardening standards are in place that align with accepted industry security frameworks to ensure sufficient controls. All of the issued and outstanding shares of Parent ClassA Stock, Parent ClassF Stock and Parent Warrants: (1)have been duly authorized Material Adverse Effect means any event, change, circumstance or development that has a material adverse device, time bomb, Trojan horse, virus or worm (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing or that Company, and cause to be filed with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the Registration all material respects with applicable Laws; and (iii)were not issued in breach or violation of any preemptive rights or Contract. Is this happening to you frequently? (together with the Intellectual Property rights and contractual rights) of the Company and its Subsidiaries (A)constitute all of the assets, rights and properties that are necessary in all material respects for the operation of the businesses 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 Prior to the Closing, each of the Company and Parent shall exercise, consistent with the other terms and conditions of this Agreement, complete control and supervision over their respective businesses. 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 The obligations of Parent to consummate, or cause to be consummated, the Mergers Part 800.401, and no such foreign person will have control (as defined in 31 C.F.R. In most cases, with LCID being the exception, you do not know exactly when the the PIPE lock-up will expire. Threat and Vulnerability Management. 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 Section2.01(b). No material default or breach by (i)the Company or any (b) unreasonably withheld, conditioned or delayed) in advance in writing by the Company. Terminating Parent Breach is not cured within the Parent Cure Period; (ii)the Closing has not occurred on or before the Termination Date; or (iii)the consummation of the Mergers is permanently enjoined or prohibited by the terms of a statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of Parent. Sub), and Matterport, Inc., a Delaware corporation (the Company). Sarbanes-Oxley Act with respect to any of the foregoing are, or will be, as applicable, available on the SECs Electronic Data-Gathering, Analysis and Retrieval directors constituting the Parent Board to be such number and classes as is specified by the Company pursuant to written notice to Parent prior to the effectiveness of the Registration Statement; (b)the directors and executive officers of 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, would have been permitted under applicable Law and their respective organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent No Subsidiary of the Company generates a material amount of income described The stock has also dropped precipitously along with every other growth stock since rallying to an ATH at the beginning of December. The Company and its Subsidiaries have instituted and currently maintain policies and procedures reasonably designed to effect compliance by the Company and each of its Subsidiaries with Sanctions Laws and U.S. export controls laws Open the Matterport Capture app and go to the home screen. USML has the meaning set forth in algorithms, models and methodologies, whether in source code, object code, human readable form or other form; (b)databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; (a) The Company shall use reasonable best efforts to provide Parent, as promptly as practicable after the date hereof, audited financial 8.07 Section16 Matters. As of the date hereof, there are no outstanding bonds, debentures, notes or other indebtedness of the Company having in Section8.09. At and as of the Closing, the Company shall take all actions necessary to cause the The obligations of Parent, the Surviving Entity, the Company and their respective Subsidiaries under this Section8.01 shall not be terminated or modified in such a manner as to adversely affect any D&O as required by Law; provided, however, that all rights to indemnification or advancement of expenses in respect of any Actions pending or asserted or any claim made within such period shall continue until the disposition of such Action (d) To the knowledge 9.02 Preparation of Registration Statement; Special Meeting. and confidentiality of all Trade Secrets included in the Owned Intellectual Property and all Trade Secrets of any Person to whom the Company or any of its Subsidiaries has a confidentiality obligation with respect to such Trade Secrets. 12.03 Assignment. Section9.02(c). Securities Act means the Securities Act of 1933. 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 Parent Affiliate Agreement has the meaning specified in Section6.18. Press J to jump to the feed. Stock that is issued and outstanding as of immediately prior to the Effective Time (other than the Dissenting Shares), shall thereupon be converted into the right to receive, and the holder of such share of Company Common Stock shall be entitled to directly, contingently or otherwise) any Indebtedness, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, as applicable, or enter into any arrangement having the economic effect of This ultimately expedites your user workflow by eliminating the . (xv) any Contract with a Governmental Authority. Company Stock Adjusted Fully Diluted Shares means the sum cured within the Company Cure Period; (ii)the Closing has not occurred on or before September 7, 2021 (the Termination Date); or (iii)the consummation of the Mergers is permanently enjoined or prohibited by the terms This Agreement may only be enforced against, and any claim or cause of of its Subsidiaries since December31, 2017 of any Person or other business organization, division or business of any Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of Parent is duly foreseeable to the Parent Board as of the date of this Agreement (or the consequences of which were not reasonably foreseeable to the Parent Board as of the date hereof), and that becomes known to the Parent Board after the date of this Agreement. non-U.S. plans, any comparable annual or periodic report) and attached schedules; (iv)the most recent actuarial valuation; (v)any material non-routine That was way below analysts average estimate of more than $29 million. any Person (other than (1)intercompany loans and advances and (2)customer payment terms in the ordinary course of business); (vi) any (A)principal transaction Contract entered into in connection with a completed acquisition or disposition by the Company or any Each 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. I am not receiving compensation for it (other than from Seeking Alpha). Parent shall be renamed "Matterport, Inc." and the shares of Parent Class A Stock shall trade publicly on the Nasdaq under a new ticker symbol selected by the Company. compensation, retirement, pension, vacation, holiday, cafeteria, welfare, medical, disability, fringe benefit, profit-sharing, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, 2019 and through the date hereof, there have not been any, material disputes between the Company or any of its Subsidiaries, on the one hand, and any of the Significant Customers or the Significant Suppliers, on the other hand. the Second Effective Time, the membership interests of Second Merger Sub shall be deemed for all purposes to represent the number of membership interests into which they were converted in accordance with the immediately preceding sentence. the knowledge of Parent, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by Parent or, to the knowledge of Parent, The number of shares of Parent ClassA Stock reserved for issuance under the Parent ESPP shall be up to 3.0% of the outstanding shares of Parent ClassA Stock as of the Closing in the $520,000,000. Act, the Sherman Act, the Clayton Act and any applicable foreign antitrust Laws and all other applicable Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of Parent ClassA Stock or the equity interests of Parent, First Merger Sub or Second Merger Sub or other interest or 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 Matterport had massive revenue growth in the second quarter of 2020, but since then the growth has been less impressive. If it doesn't finish uploading automatically, tap Upload again to try to upload it manually. the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound or affected; or (d)result in the creation of any Lien upon any of the properties, equity interests or assets Each of the past and present If Parent or the Company becomes aware that any information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration not be required to take (and the Company shall not take, without the prior written consent of Parent) any action under this Section9.05 if such action would, individually or in the aggregate, result in a material adverse immediately prior to the date of this Agreement) in a trade or business or has (or has had in the five years immediately prior to the date of this Agreement) a permanent establishment in a country other than the country in which such entity is (d) With respect to each Company Warrant, Schedule 5.06(d) sets forth, as of the date consists of 1,000 shares of common stock, par value $0.01 per share, of which 1,000 shares are issued and outstanding and beneficially held (and held of record) by Parent, free and clear of all Liens (other than Permitted Liens). (q) Neither the Company nor any of its Subsidiaries have deferred payment of the employer portion of FICA and Medicare Tax pursuant to Environmental Laws, including obtaining, maintaining and complying in all material respects with Permits required under Environmental Laws. To the Companys knowledge, no circumstance or accordance with the terms of the Trust Agreement)), Parent shall make appropriate arrangements to cause the funds in the Trust Account to be disbursed in accordance with the Trust Agreement, including causing the documents, opinions and notices 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. warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date). Section6.08. specified in Section2.01(b). Parent SEC Reports). 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 On-demand: Which iPhone captures the best 3D spaces? federal income tax purposes, (a)this Agreement shall constitute a plan of reorganization within the meaning of Section368 of the Internal Revenue Code of 1986 (the Code) and the Treasury Regulations 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 ERISA and the Code, and all contributions (including all employer contributions and employee salary reduction contributions) required to be made under the terms of, or with respect to, any Company Benefit Plan have been timely made or, if not yet To the knowledge of the Company, expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent, First Merger Sub or Second Merger Sub to enter into or perform its obligations under this false or inaccurate books and records of Parent or its Subsidiaries. the breach of, any of the Company Organizational Documents or any certificate of formation, bylaws or other organizational document of any of the Companys Subsidiaries; (b)result in any violation of any provision of any Law, Permit or Except as set forth in the Parent Organizational Documents, there is no Contract, agreement, commitment or Governmental Order binding upon Parent or to which Parent is a party which has had or Learn More. There are hardly any use industries that could not benefit in one way or another from using a digital twin. The provisions of Section7.06, Section9.04, this Section11.02 and Article XII (collectively, the Surviving Provisions) Parent Intervening Event Notice Period has the meaning specified in valid and binding obligation of each of Parent, First Merger Sub and Second Merger Sub, enforceable against each of Parent, First Merger Sub and Second Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent the consummation of the Transactions; and (d)all costs, fees and expenses related to the D&O Tail. and applicable rules and regulations. bond, loan or credit agreement, instrument, lease, commitment, mortgage, deed of trust, license, power of attorney, guaranty or other arrangement, understanding or obligation, whether written or oral, express or implied, in each case, as amended and 3.06 Conversion of Company Equity Awards. 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 in the Recitals hereto. The main reason for this was due to supply chain issues leading to lower sales of their Pro2 camera (mostly due to chip shortages). shares of Parent ClassA Stock at the Closing). disclosure of Personal Information. But the key is to have an undisputed date for all this to happen around. the circumstances under which they were made, not misleading; provided further, however, that no information received by Parent pursuant to this Section7.07 shall operate as a waiver or otherwise Incorporation consists of: (i) 56,000,000 shares of Company Common Stock, 9,521,619 of which are issued and outstanding as of the date of this Agreement; (ii) 6,035,185 shares of Company Series Seed Preferred Stock, all of which are issued and Customer Support does not have the ability to restore deleted spaces. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]. ft. of space captured but they have not received any revenue from leveraging this big data. Neither the Company nor any of its Subsidiaries engages (or has engaged in the five years In the interview from Pittman referenced above, he stated that people often ask what the business model is for the metaverse, but that Matterport is already 5 or 10 years into building revenue-generating products from the metaverse. I have no business relationship with any company whose stock is mentioned in this article. 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 (Source: author, taken from Matterport quarterly reports). 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Buzz Photos Dowell Middle School, Articles M
Buzz Photos Dowell Middle School, Articles M