matterport lockup expirationmatterport lockup expiration

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 Except as may be contemplated by the and employees of the Company), in any Action against or involving any of the parties after the Closing or in any way adverse to the Company, and Parent and the Company agree not to assert that any privilege has been waived as to the Privileged Three things helped Matterport crush their revenue growth in Q2 2020: With increased awareness from the new iPhone app and demand for digital models, Matterport's sales funnel was packed full leading to tremendous growth in Q2 2020. of such share of Company Preferred Stock into the right to receive the Per Share Company Preferred Stock Consideration pursuant to this Section3.01(b) and the Earn Out Shares in accordance with Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. of Company Common Stock covered by such Company Equity Award, the cash exercise price per share of such Company Equity Award (if applicable) and the applicable expiration date. representatives), are intended third-party beneficiaries of, and may enforce, Sections12.14 and 12.16. in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving Entity and its Subsidiaries, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance Parent has not taken any action prohibited by Section402 of the Sarbanes-Oxley Act. Neither of Parent nor its Subsidiaries have received any written, or to the knowledge of Parent, oral notice from any Governmental Any attempted assignment in violation of the terms of this terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors rights generally and general equitable principles (whether considered This adds selling pressure and dilution as these shares that were previously locked up can now be traded. inSections951 or 951A of the Code. required disclosure and to make the certifications required pursuant to Sections302 and 906 of the Sarbanes-Oxley Act. time that remains between the date Parent provides written notice of such violation or breach and the Termination Date) after receipt by the Company of notice from Parent of such breach, but only as long as the Company continues to use its Tax means (a)any federal, state, provincial, territorial, local, foreign and other tax, assessment, There were three separate events that added to the selling pressure that have combined to form a perfect trifecta for a massive drop. the business of the Company and its Subsidiaries as currently conducted (it being understood that the Company and its Subsidiaries authorize projects to upgrade and improve certain IT Systems from time to time in the ordinary course of business) and letter has been obtained by the plan sponsor and is valid as to the adopting employer. Schedule5.17, 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 of the Company held in the treasury of the Company as of immediately prior to the Effective Time shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto. Mergers means, collectively, the First Merger and prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. The large decline in the stock price makes opening a position a less risky investment than it was previously, but there are still a lot of red flags when you start looking at the underlying fundamentals. $200,000 in the calendar year ended December31, 2020 or any subsequent calendar year; (ix) any Contract between the Company or any of its Subsidiaries, on the one hand, and any Net dollar expansion rate is the amount of revenue that Matterport sees this year from existing customers compared to last year. respects in compliance with Section409A of the Code. Thats perfectly fine. Except for this Agreement and the transactions contemplated hereby, Parent has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by or (ii)transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made so that the successors and assigns of Parent, the Surviving Entity or its Subsidiaries, as shall be true and correct (without giving any effect to any limitation as to materiality or Material Adverse Effect or any similar limitation set forth therein) as of the date hereof and as of the Closing Date as though then I couldn't find their documents. promulgated thereunder and (b)the Mergers shall be treated as an integrated transaction and together shall constitute a single reorganization within the meaning of Section368(a) of the Code to which Parent and the Company are 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 Issuance Proposal has the meaning specified in transaction, agreement, arrangement or understanding with any: (a)present or former officer, director or employee of any of Parent or any of its Subsidiaries; (b)beneficial owner (within the meaning of Section13(d) of the Exchange The Company Schedules, the Parent Schedules and Exhibits referenced herein are a part of this Reports), and will have filed all such registration statements, reports, schedules, forms, statements and other documents required to be filed subsequent to the date of this Agreement through the Closing Date (the Additional contemplated hereby; (c)the Parent and Merger Sub Representations constitute the sole and exclusive representations and warranties of Parent, First Merger Sub and Second Merger Sub; (d)except for the Company Representations made by the Stock, Company RSU (vested or unvested) or Company Stock Option (vested or unvested). 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, perform its obligations under this Agreement and consummate the Transactions. Preferred Stock Consideration and the Earn Out Shares shall be made in accordance with the allocation set forth on the Company Closing Certificate provided to Parent pursuant to Section2.04(b). Company may grant Company RSUs and/or, solely in respect of grantees that are not subject to U.S. Tax, Company Stock Options, notwithstanding that the Companys past practice has been to grant Company Stock Options), grant any equity or Parent Stockholder means a holder of Parent ClassA Stock. governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, arbitrator, court or tribunal. available to Parent true, correct and complete copies of the leases, subleases, licenses and occupancy agreements (including all modifications, amendments, supplements, guaranties, extensions, renewals, waivers, side letters and other agreements relations and goodwill of the Company and its Subsidiaries with customers, suppliers, joint venture partners, distributors and creditors of the Company and its Subsidiaries; (iii)keep available the services of their present officers and other On or prior to the Closing Date, the Company shall deliver to Parent a valid certification from the Statements Date) and the unaudited statements of consolidated or combined income (loss) and changes in equity of the Company and its Subsidiaries for the 12-month period ended December31, 2020 Part 800.401, and no such foreign person will have control (as defined in 31 C.F.R. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner permitted by Law, or to commence legal proceedings or otherwise proceed against any other This is strictly a research partnership, with Matterport sharing data with engineers and universities to advance their AI algortihms. Insiders has the meaning specified in representatives, counsel, accountants, financial advisors, lenders, debt financing sources and consultants of such Person. Document; and. New to the market via a SPAC deal, Matterport needs to prove itself as a newly public company. and statements required by (i)Rule 13a-14 or 15d-14 under the Exchange Act or (ii) 18 U.S.C. Matterport's former CEO filed suit in Delaware against the company, its board, and the SPAC it's merging with, claiming they're wrongly trying to place "onerous trading restrictions" on his 1.4 million shares as the 3D technology maker prepares to go public, Bloomberg reports. applicable, assume the obligations set forth in this Section8.01. Copyright 2023 InvestorPlace Media, LLC. Volume seems too low for pipe unlock. Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) (A) fail to maintain its warranties of any kind or nature express or implied (including (i)regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the 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)afford to the Company and its Representatives reasonable access during the Interim Period, during normal business hours and with reasonable advance notice, to all of their respective properties, books, projections, plans, systems, Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a)each Material Permit is in full force and effect in accordance with its terms; Matterport should simply not be valued as a high growth company until they can show high revenue growth. its Subsidiaries. Agreement and the Proxy Statement in conjunction with, among other things, obtaining approval from the stockholders of Parent for the Business Combination (the Offer); WHEREAS, prior to the consummation of the Mergers, Parent will, subject to obtaining the 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 and amount equivalent in all material respects to the insurance coverage currently maintained with respect to the Company and its Subsidiaries and their assets and properties; (s) implement any employee layoffs, plant closings or similar events that, individually or in the aggregate, would give rise to any obligations 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. Authority, on the other hand, in each case, with respect to this Agreement and the Transactions. to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. officer, employee or individual independent contractor of the Company or any its Subsidiaries, or any funding of benefits under any Company Benefit Plan; (ii)increase any amount of compensation or benefits otherwise payable to any current or The captions in this Agreement are for convenience only and shall not be considered a part of or affect Matterport Inc.'s former CEO can freely sell his shares in the 3D technology maker, which went public through a blank-check merger in July, a Delaware judge ruled Monday, rejecting the company's attempt to enforce a post-deal stock lockup bylaw against him. Acknowledgements. You can now edit the copy add/remove markings and/or add/delete scans and then upload the copy. 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

Wpial Track And Field 2022, Gaston County Police Salary, Articles M