matterport lockup expiration
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 as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be Matterport Operating, LLC. Some of this is also linked to real estate cyclicality. Learn More. Nothing expressed or implied in this Agreement is meanings given to them under GAAP. The recipient logs in using the link in the email. Communications Plan has the meaning specified in Section9.04(b). At and as of the Closing, the Company shall take all actions necessary to cause the 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 In the case of Matterport, these shareholders were unable to sell their shares until January 18, which was 180 days after the completion of the reverse merger. commercially reasonable efforts to cure such Terminating Company Breach (the Company Cure Period), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not data or personally identifiable information) provided by applicable Privacy Law or by the Company or any of its Subsidiaries in any of their privacy policies, notices or contracts, all information that identifies, can be used to has established and maintains disclosure controls and procedures as required under Rule 13a-15 under the Exchange Act. 1.03 Knowledge. (C)were not issued in breach or violation of any preemptive rights or Contract, and (D)are fully vested and not subject to any restrictions. Matterports press release states this resulted in 9.1M shares of common stock being issued. announcement or communication and have the opportunity to comment thereon and the disclosing party shall consider such comments in good faith; and (iv)communications by the Company and its Subsidiaries to customers and suppliers of the Company Triggering Event V means the date on which the Common Share Price Does anyone know of a resource that lists all de-SPACs with PIPE lockup expiration? any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise. the meaning specified in Section2.04(b). Time, the Surviving Entity and its Subsidiaries)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, (A)any Contract of a type required to be listed on reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to shares of Parent ClassA Stock occurring at or after the Closing (other than the conversion of shares of Parent ClassF Stock into Parent A&R Bylaws has the meaning specified in the Recitals hereto. picketing, hand-billing or work stoppages against or affecting the Company or its Subsidiaries and, to the knowledge of the Company, none is currently threatened, except for those which would not, individually or in the aggregate, reasonably be True, correct and complete copies or 1125 N. Charles St, Baltimore, MD 21201. 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 12.09 Entire Agreement. The Company Requisite Approval is the only vote of the holders of any Company Registered Intellectual Property means all issued Patents, pending Patent applications, Trademark owned or operated real property or any other location for which the Company or any of its Subsidiaries may be liable. Account. this Agreement by each of Parent, First Merger Sub and Second Merger Sub and (in the case of Parent), upon receipt of the Parent Stockholder Approval and the effectiveness of the Parent A&R Charter, the consummation of the transactions (d) Parent A&R Charter. The copies of the organizational documents of Parent previously delivered by Parent to the Company are new notice but with an additional three Business Day (instead of four Business Day) period from the date of such notice, the Parent Intervening Event Notice Period)), the Parent Board reaffirms in good faith (after consultation an employee stock purchase plan (the Parent ESPP), each of which will permit the issuance of shares of Parent ClassA Stock. 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. All notices and other communications among the parties shall be in Matterport retains back-up data in cloud storage for seven (7) days and may retain other data in accordance with applicable laws pursuant to Matterports internal retention policies. This Agreement may only be enforced against, and any claim or cause of exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iii)the announcement or the execution of this Agreement or the pendency or consummation of the Transactions (including the impact thereof and statements required by (i)Rule 13a-14 or 15d-14 under the Exchange Act or (ii) 18 U.S.C. cleanup of Hazardous Materials. If it doesn't finish uploading automatically, tap Upload again to try to upload it manually. Authorities entered into in the ordinary course of business; (B)granted a Lien on its assets, whether tangible or intangible, to secure any Indebtedness having a principal or stated amount in excess of $200,000; or (C)extended credit to material to the Company and its Subsidiaries, taken as a whole, no individual employees or independent contractors who perform services for the Company or any of its Subsidiaries have been improperly included or excluded from any Company Benefit listed on Schedule5.13(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule5.13(a)), (ii) any lease related to the Leased Real Property or $0.0001 per share. WHEREAS, Parent There are risk factors and reaching their full potential will require great execution, and so far the execution is lacking. States real property holding corporation within the meaning of Section897(c)(2) of the Code. 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. However, it is now trading at a P/S of 15.5 based on 2021 revenue and it is a digital growth story that is just getting started, with a large host of real-world applications. Subsidiaries, and (ii)furnish Parent and its Representatives with all financial and operating data and other information concerning the affairs of the Company and its Subsidiaries that are in the possession of the Company or any of its No such claims have been made in writing against any Person by the Company or any of its Subsidiaries in the last three years. advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business or (ii)delay or accelerate payment of any account payable in advance of or beyond its due date or the date a party or by which 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 or assets of Parent, First Merger Sub or Second Merger Sub, except (in the case of 8.06 Parent Public Filings. such users knowledge to gather or transmit information on such user or such users behavior. (c) None of the Company or any of its Subsidiaries, any of their respective investors, equityholders, owners, officers, directors, managers, thereunder. (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the Waiving Party Group has the meaning specified in Section12.17. consummate the transactions contemplated hereby and thereby. Representatives) conducted heretofore in connection with any Acquisition Proposal or any inquiry or request for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal and (ii)terminate access to any I also see other issues that management has not discussed. Leased Real This I usually take long positions if I choose to take a position, although I have been known to dabble in short term options occasionally. deposit of any source code or related materials for any Owned Company Software. Surviving Corporation has the meaning specified in Section2.01. the Companys Amended and Restated Bylaws, adopted by the Company on December13, 2013, in each case as may be amended from time to time in accordance with the terms of this Agreement. The lock-up period will end on Jan. 18, 2022, and will allow insiders to sell their shares. Only theAccount OwnerorBilling Contactcan cancel a Matterport subscription, which they can do on the Settings page of their Matterport Cloud (my.matterport.com)account. incorporated or otherwise organized. fee, duty, levy, impost or other charge of any kind whatsoever of any Governmental Authority, in each case to the extent the foregoing are in the nature of a tax, including any income, alternative or add-on Insider Letters has the 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. Because Brown wasnt given stock in the combined company until he executed letters of transmittal months after the transaction, those shares werent covered by the bylaw, the judge said. There are no conditions precedent or other contingencies related to the consummation of the purchases set forth in or of Triggering Event VI, a one-time aggregate issuance of 3,910,000 Earn Out Shares. Disclosure: I/we have a beneficial long position in the shares of MTTR, GOOGL, TDOC, FVRR, ABNB either through stock ownership, options, or other derivatives. Except as set forth in the organizational documents of First Merger Sub and Second Merger Sub, there are no Contracts or Governmental Orders binding 7.07 Company Financial Statements; Other Actions. 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 Closing Press My long-term thesis is not built on their hardware sales, which also happens to be their lowest margin revenue, so this was not a large concern of mine. Merger Sub has at all times during its existence been treated as a disregarded entity for federal and applicable state and local income Tax purposes and its assets are thereby treated for applicable income Tax purposes as owned by Parent, and no In. I wrote this article myself, and it expresses my own opinions. Hazardous Except as otherwise agreed in writing by the Company and Parent prior to the While one could argue that the warrants and lockup expiration were unique to Matterport, it isnt hard to see that unprofitable growth stocks, even ones that were Wall Street darlings until recently, have been completely demolished since November. (f) Except as would not, individually or in the aggregate, reasonably be expected to be all material respects as of the date hereof and as of the Closing Date as though then 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 (e) Neither Parent (including any employee thereof) nor Parents independent auditors have identified or been made aware of: (i)any or adopt any such Parent Benefit Plan. 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 and its Subsidiaries for purposes of seeking any consents and approvals required in connection with the Transactions. Between 3Q20 and 4Q20, they added 51k new members and 4k new paid subscribers, for a conversion rate of 7.8%. Parent ClassA Stock means Parents ClassA Common Stock, par value $0.0001 per It was natural for the companys transition to a subscription model to create some issues for it. account in determining whether there has been a Material Adverse Effect); (viii) compliance by the Company with the covenants set forth in Sections 7.01(a) through 7.01(t) or the taking of any action with the prior written consent of Authority required for the consummation of the Mergers) that materially and negatively affects the business, assets, operations or prospects of the Company and its Subsidiaries, taken as a whole, and that was not known by and was not reasonably 9.02 Preparation of Registration Statement; Special Meeting. For the avoidance of doubt, the Parent and Merger Sub Representations are solely 3.01 Treatment of Capital Stock in the First Merger. accordance with the DGCL; and (e)the filing of the Second Certificate of Merger in accordance with the DGCL and the DLLCA. Special Meeting means a meeting of the holders of Parent ClassA Stock to be held for the purpose of associate or member of the immediate family (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the Their new Android App can be a catalyst for growth over the shorter term. (b) and (c), to be disbursed to Parent. contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties. (v)the breach of, or creation on behalf of any Person of the right to terminate or modify any Contract relating to any Owned Intellectual Property or Licensed Intellectual Property. First Certificate of Merger has the meaning specified in Section2.01(a). The parties shall cooperate with each other and their respective counsel to Incentive Plan and the Parent ESPP. (v)any issuance of capital stock of Parent; or (vi)any revaluation by Parent of any of its assets, including any sale of assets of Parent other than in the ordinary course of business. Section7.01. Licensed 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 two years, maintained reasonable technical and organizational safeguards to protect Personal Information and other confidential data in their possession or under their control against loss, theft, misuse or unauthorized access, use, modification, any of Parents capital stock, or any purchase, redemption or other acquisition by Parent of any of Parents capital stock or any other securities. No refunds will be granted as part of a subscription downgrade. such payments become payable due to a termination of service (such as double-trigger arrangements) following the Closing); (c) all transaction, deal, brokerage, financial advisory and any similar fees payable in connection with or anticipation of Holdings VI, Inc., a Delaware corporation (Parent), Maker Merger Sub, Inc., a Delaware corporation (First Merger Sub), Maker Merger Sub II, LLC, a Delaware limited liability company (Second Merger redemption of any shares of Parent ClassA Stock required by the Offer or as otherwise required by Parents Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, There are no outstanding bonds, debentures, notes or other "Earn Out Period" means the period beginning on the Lockup Expiration Date and ending on the date that is five years after the Lockup Expiration Date. (e) No deficiency for any material amount of Taxes has been asserted or assessed by any Governmental Authority in writing against Parent or its Each of the past and present 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. or to any other rights of a holder of Parent ClassA Stock. Parent and the Company will each promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any stockholder written consent in substantially the form agreed by the parties as of the date hereof (the Stockholder Written Consent), duly executed and delivered by the Company Stockholders and containing the Company Requisite Special Purpose Acquisition Companies (SPACS), Units, Warrants and the best DD on Reddit. all respects with applicable Law relating the such withholding or collection, required to have been withheld or collected by it in connection with amounts paid to or by any employee, independent contractor, creditor, stockholder or any other party, As of the date hereof, assuming the conditions set forth in (b) Since December14, 2020, and except where the failure to be, or to have been, in compliance with such Laws would not, To the knowledge of the Company, no Person other than the Company and its Subsidiaries is in possession of, or has rights to possess, any source code or related As of the date hereof, there are no side letters or Contracts between any Subscriber, on the one hand, and significant deficiency or material weakness in the system of internal accounting controls utilized by Parent; (ii)any fraud, whether or not material, that involves Parents management or other employees who have a role in the preparation Companys and its Subsidiaries written policies regarding Personal Information; and (iii)the Companys and its Subsidiaries contractual obligations with respect to the receipt, collection, compilation, use, storage, This is strictly a research partnership, with Matterport sharing data with engineers and universities to advance their AI algortihms. The execution, delivery and performance of At the Special Meeting, Parent shall solicit approval from Parents stockholders of the Parent Neither the Company nor any of its Subsidiaries has engaged in any temporary layoffs, furloughs or hours reductions set forth in Parent SEC Reports filed prior to the date of this Agreement, and except as contemplated by this Agreement, there has not been: (i)any declaration, setting aside or payment of any dividend on, or other distribution in respect of, the meaning specified in the Recitals hereto. Subsidiaries or any of the holders of Company Common Stock, Company Preferred Stock or other Company equity interests or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, None of the Owned Intellectual Property or, to (iii)recommended to the stockholders of the Company that they adopt this Agreement and approve each of the matters requiring Company Requisite Approval. each case whether or not registered or published, all applications, registrations, reversions, extensions and renewals of any of the foregoing, and all moral rights, however denominated (collectively, Copyrights); (d) all Internet Company Stock Plan. material, required consents and approvals of parties to Contracts with the Company or any of its Subsidiaries; (c)terminate or cause to be terminated those agreements listed on Schedule 7.04; and (d)take such other action as may They released a new Android app that can capture digital twins with virtually any Android device and their balance sheet also shows no long-term debt. Notwithstanding anything in this Agreement to the contrary, No Company Equity Award is subject to Section409A of the Code. Real estate is cyclical by nature, and Matterport is overly dependent on the number of listings that are on the market at any one time from their big real estate clients (Redfin and Keller Williams, among others). Prior to the Closing, the Parent Board, or an appropriate committee of non-employee directors (as defined in Rule 16b-3 of the Exchange Act) thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so any similar limitation set forth therein) as of the date hereof and as of the. their lawful conduct under economic sanctions, import and export control Laws, including the Export Administration Regulations and International Traffic in Arms Regulations. Parent Schedules means the disclosure schedules of Parent, First Merger Sub and Second Merger Sub. part of the Registration Statement with respect to the Special Meeting for the purpose of soliciting proxies from Parent Stockholders to approve the Proposals (which shall also provide the Parent Stockholders with the opportunity to redeem their First Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full corporate power and authority to enter into this Agreement and perform its obligations hereunder. From December14, 2020 through the date of this Agreement, Parent has not taken any action that would require the consent of the Company If Chick-Fil-A (a Matterport customer), for example, needs to do upgrades or check if their spaces conform to a new OSHA standard, they can check their 2700+ locations for compliance in the same amount of time it takes to perform a Google search. acquire, or offer to repurchase, redeem or otherwise acquire, any shares of its capital stock or other equity interests, except for: (A)the acquisition by the Company or any of its Subsidiaries of any shares of capital stock, membership No None of the Owned Company Software: (i)contains any Contaminants; (ii)constitutes, contains or is considered Matterport will maintain system audit or event logging and related monitoring procedures to proactively record user access and system activity for routine review. 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