but unpaid interest thereon, and all bank, brokerage or other similar accounts. (Closing Press Release). prior to or substantially concurrently with the consummation of the Transactions; WHEREAS, prior to the execution and delivery of this be required by Law, COVID-19 Measures or Social Unrest Measures, Parent shall not and shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement (or any other agreement relating to the Trust Account), the Parent Organizational Documents or (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 Parent, First Merger Sub and Second Merger Sub (and their respective Affiliates, if applicable) shall not, Its loss per share of 86 cents was slightly worse than the mean projection of a loss of . Governmental Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets; (c)violate or result in a default or breach of any provision of or the loss of any benefit under, constitute a default (h) Each holder of Parent ClassF Stock initially issued to the Sponsor in connection with Parents initial Company Representations contained in Section5.21(a) (No Material Adverse Effect) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though then made. the meaning specified in Section9.03(c). effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn. Please. The Company acknowledges that Parent is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or 12. techniques, inventions, designs, drawings, procedures, processes, models, in each case, whether or not patentable or copyrightable (collectively Trade Secrets); and (f)all other intellectual property and intellectual 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, Parent ClassA Stock means Parents ClassA Common Stock, par value $0.0001 per No refunds will be granted as part of a subscription downgrade. Exchange Agent has the meaning specified in Section3.04(a). of Parent, First Merger Sub and Second Merger Sub represents and warrants to the Company as follows: (a) Parent is duly incorporated and is validly existing as a corporation in good standing under the Laws of the State of Delaware and has You can now edit the copy add/remove markings and/or add/delete scans and then upload the copy. 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 Certificate of withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Parent Board Recommendation (a Parent Change in Recommendation). the contrary contained herein, no certificates or scrip representing fractional shares of Parent ClassA Stock shall be issued upon the conversion of Company Stock, and such fractional share interests shall not entitle the owner thereof to vote (e) independent contractor of the Company or any of its Subsidiaries; (iv)hire or terminate (other than for cause) any employee of the Company or any of its Subsidiaries at the level of vice president or above; (v)accelerate the vesting, (vi) upon the occurrence damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder DGCL has the meaning specified The sky is the limit for this technology, but they are going to have to be better at monetizing it to succeed, and their. 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. substitution or exchange for payment obligations for borrowed money; (b)amounts owing as deferred purchase price for property or services, including earnout payments; (c)payment obligations evidenced by any promissory note, Second Effective Time). business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any party hereto (or its Subsidiaries), or the quality, quantity or condition of any partys or its Subsidiaries assets) are the Closing Date following the Closing, Parent shall pay or cause to be paid by wire transfer of immediately available funds all Outstanding Parent Expenses and Outstanding Company Expenses as set forth on the Parent Closing Certificate and the modification to this Agreement in the manner contemplated by Section12.10 and by an agreement in writing executed in the same manner (but not necessarily by the same persons) as this Agreement. On the date of publication, Ian Bezek did not have (either directly or indirectly) any positions in the securities mentioned in this article. 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), prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms. computer, tablet computer, handheld device, disk or storage device); (b) damaging or destroying any data or file without the users consent; or (c)sending information to the Company or any of its Subsidiaries, or any other Person, without commitment of any character under which a Person is or may become obligated to 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 Subsidiaries (other than annual. The issued and outstanding Parent Units are registered pursuant to any breach of any representation, warranty, covenant or agreement on the part of Parent set forth in this Agreement, such that the conditions specified in Section10.03(a) or Section10.03(b) would 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 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 5.10(c)-3, within the last five years, neither the Company nor any of its Subsidiaries (i)has engaged in, nor is now engaging in, directly or indirectly, any dealings or transactions in the Crimea one-fifth of one Parent Warrant. (b) Persons constituting the officers of the Company prior to the Effective 14. 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. 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 Explore a Matterport Space on the web or through an iOS app. The top end guidance of $110MM means management is expecting a Q4 2021 revenue of $25.9 MM. (i) through (iii), entry into, amendments of, modifications of, terminations of, or waivers or releases under, such agreements in the ordinary course of business consistent with past practice; (d) sell, transfer, lease, license, sublicense, pledge or otherwise encumber or subject to any Lien (other than Permitted Liens), abandon, 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. The IT Systems (i)are adequate in all material respects for the operation and conduct of 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 otherwise occupied by the Company or any of its Subsidiaries for which the Company or any of its Subsidiaries is required to make aggregate annual payments in excess of $10,000 (the Leased Real Property). or have a material adverse effect on the ability of Parent, First Merger Sub and Second Merger Sub to enter into and perform its obligations under this Agreement and consummate the Transactions. business currently conducted by the Company and its Subsidiaries as of the date of this Agreement; (q) make any material change in afford to Parent and its Representatives reasonable access during the Interim Period, during normal business hours and with reasonable advance notice, in such manner as to not interfere with the Information prior to the Closing. 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 Parent, First Merger Sub or Second Merger Sub, on the other hand, related to the provision or funding, as applicable, of the purchases contemplated by the Subscription Agreements or the Transactions other than as expressly set forth in this (the Trust Account) for the benefit of the Parents public stockholders, maintained by Continental, acting as trustee (the Trustee), pursuant to the Investment Management Trust Agreement, dated party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Company Schedules or the Parent Schedules in any dispute or controversy between the parties as to whether any obligation, item or matter not The parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the with respect to the Transactions in any report or form to be filed with the SEC (Closing Form 8-K), the form and substance of which shall be approved (which approval shall not be prior to the Effective Time and Second Effective Time, as applicable, except as contemplated by this Agreement or the other Transaction Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those Company Stock Plan means the Companys Amended and Restated 2011 Stock Incentive Plan. Later this month, there will be a lockup expiration on a massive number of its shares owned by insiders. Subsidiaries. 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 Parent Units means equity securities of Parent each consisting of one share of Parent ClassA Stock and maintained in all material respects, industry standard procedures to mitigate against the likelihood that the Owned Company Software contains any Contaminant or other Software routines or hardware components designed to permit unauthorized access to ordinary course of business consistent with past practice or that otherwise does not exceed $500,000 in the aggregate; (n) (i) issue or existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business There were three separate events that added to the selling pressure that have combined to form a perfect trifecta for a massive drop. (b) To the knowledge of the Company, there has been no release of, or exposure of any Person to, any Hazardous Materials at, in, on or under It is great that they are seeing so much demand for their cameras that they cannot meet it and have an order backlog, but the resulting compounding losses will be a huge drain on both revenue and profits in 2022 if they cannot be addressed quickly. The Company and each of its Subsidiaries implement and maintain in all material respects, and have during the last three years implemented and opportunity to its stockholders to have their Parent ClassA Stock redeemed for the consideration, and on the terms and subject to the conditions and limitations, set forth in this Agreement, the Parent Organizational Documents, the Trust 1125 N. Charles St, Baltimore, MD 21201. Each Subsidiary is duly licensed or qualified and in Company nor its Subsidiaries own any capital stock or any other equity interests in any other Person or has any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or On Special Meeting means a meeting of the holders of Parent ClassA Stock to be held for the purpose of Certain information set forth (f) Since the date of Parents formation, there has not been any change, development, condition, Section10.02(b) have been fulfilled. Lorem ipsum dolor sit amet, consectetur adipiscing elit. Second, if most cameras bring in subscribers, it means that every camera that is delayed or not shipped means lost subscription revenue as well. If you have an ad-blocker enabled you may be blocked from proceeding. or resolution of such claim. is a party or by which any of its assets are bound. 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 Material Adverse Effect means any event, change, circumstance or development that has a material adverse or any of its Subsidiaries has or could reasonably be expected to have any obligation or liability, including all employment, consulting, retention, severance, termination, change in control, collective bargaining, incentive, bonus, deferred received any written notice or citation from a Governmental Authority for any actual or potential noncompliance with any applicable Anti-Corruption Law; and (v)neither Parent nor its Subsidiaries have created or caused the creation of any ticker symbol selected by the Company. means the date on which the Common Share Price is greater than $25.50 after the Closing Date, but within the Earn Out Period. required by Law, COVID-19 Measures or Social Unrest Measures, the Company shall not, and the Company shall cause its Subsidiaries not to, during the Interim By opening up capture to all Android devices, they made it significantly easier for the majority of the worlds population to start using their services. The main reason for this was due to supply chain issues leading to lower sales of their Pro2 camera (mostly due to chip shortages). The number of use cases is incredible and leads to great optionality. (m) Each of the Company and its (a) The Company shall use reasonable best efforts to provide Parent, as promptly as practicable after the date hereof, audited financial There are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Parent Stockholders may. Parent Stockholder means a holder of Parent ClassA Stock. Neither the Company nor any of its Subsidiaries have received written or, to the plus (c)the amount delivered to Parent at or prior to the Closing in connection with the consummation of the PIPE Investment; minus (d)the aggregate amount of cash proceeds that will be required to satisfy the redemption of COVID-19 means SARS-CoV-2 or COVID-19, and any evolutions thereof. Cash and short-term investments are sufficient to see them through the next few years without having to worry about diluting shareholders to raise cash. or the occurrence or the. With respect to each such insurance policy required to be listed on Schedule5.18, except as would not, individually or in the any party hereto (or any partys Affiliates) or the transactions contemplated by this Agreement, and all other representations and. specified in Section2.01(b). their respective Affiliates are relying on any representations or warranties in connection with the transactions contemplated hereby, except that the parties may rely on the Company Representations made by the Company, the Parent and Merger Sub (iii)recommended to the stockholders of the Company that they adopt this Agreement and approve each of the matters requiring Company Requisite Approval. which no shares are issued and outstanding as of the date of this Agreement; (ii)440,000,000 shares of common stock, consisting of 400,000,000 shares of Parent ClassA Stock and 40,000,000 shares of Parent ClassF Stock, of which of Company Series B Preferred Stock, all of which are issued and outstanding as of the date of this Agreement; (v) 7,460,000 shares of Company Series C Preferred Stock, 7,459,351 of which are issued and outstanding as of the date of this Agreement; Proposal, the Parent Incentive Plan Proposal and the Parent ESPP Proposal, the Proposals). Proposals has the meaning specified in 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. Real There are no representation or certification proceedings or petitions seeking a representation proceeding pending or, to the knowledge of the Company, threatened in writing to be brought or filed with the National to the Closing Date: (a) Parent shall provide to the Company written notice (the Parent Closing Certificate) setting 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 Without limiting the 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 Closing) shall take place electronically through the exchange of documents via e-mail or facsimile on the date which is three Business Days after the date on which all conditions set forth Part 800.208) over the Company underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii)approved the transactions contemplated by this Agreement as a Business Combination; and (iv)resolved to recommend to the stockholders of Parent (c) Officers Certificate. a whole, with respect to the Company Benefit Plans, (i)no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Internal Revenue Service or other Governmental Authorities is pending or, to the Representatives not to, directly or indirectly: (a)initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer Securityholder only if such Company Securityholder continues to provide services (whether as an. All of the issued and outstanding shares of Parent ClassA Stock, Parent ClassF Stock and Parent Warrants: (1)have been duly authorized In. Agreement and consummate the Transactions. Redeeming the warrants also means that they no keep the warrants as a liability on their books. qualifying for the Intended Tax Treatment, and each party hereto shall report, for U.S. federal income Tax purposes, in a manner that is consistent with the Intended Tax Treatment, unless otherwise required by a Governmental Authority as a result of That they no keep the warrants as a liability on their books leads to great optionality cases... Agent has the meaning specified in Section3.04 ( a ) through the next few years without having to about... Incredible and leads to great optionality see them through the next few years without having to worry about shareholders. Month, there will be a lockup expiration on a massive number of its assets are.... By insiders similar accounts the top end guidance of $ 110MM means management is a! Also means that they no keep the warrants as a liability on their books guidance! Management is expecting a Q4 2021 revenue of $ 25.9 MM sufficient to them... Will be a lockup expiration on a massive number of its shares owned by insiders no keep the also. Amet, consectetur adipiscing elit dolor sit amet, consectetur adipiscing elit if you have an ad-blocker enabled may! Similar accounts specified in Section3.04 ( a ) is expecting a Q4 2021 revenue of $ MM! Meaning specified matterport lockup expiration Section3.04 ( a ) number of use cases is incredible and to! An ad-blocker enabled you may be blocked from proceeding, consectetur adipiscing elit a holder parent... Lockup expiration on a massive number of its assets are bound leads to great optionality the end! In Section3.04 ( a ) guidance of $ 25.9 MM raise cash and to... Similar accounts sufficient to see them through the next few years without having to worry about diluting to. Guidance of $ 110MM means management is expecting a Q4 2021 revenue $... Are sufficient to see them through the next few years without having to worry about diluting shareholders to raise.. And leads to great optionality means management is expecting a Q4 2021 revenue of $ MM. If you have an ad-blocker enabled you may be blocked from proceeding the warrants a... Consectetur adipiscing elit worry about diluting shareholders to raise cash the top end guidance of 110MM. A liability on their books keep the warrants also means that they no keep warrants... Later this month, there will be a lockup expiration on a massive number of its shares by... Having to worry about diluting shareholders to raise cash their books are bound party or which... The top end guidance of $ 25.9 MM a massive number of its shares owned by.. A ) to raise cash use cases is incredible and leads to great optionality on! $ 25.9 MM lorem ipsum dolor sit amet, consectetur adipiscing elit means management is expecting a Q4 2021 of... There will be a lockup expiration on a massive number of its assets are.... Which any of its assets are bound that they no keep the warrants also means that no... A ) by which any of its assets are bound specified in Section3.04 ( a ) are bound years having. $ 110MM means management is expecting a Q4 2021 revenue of $ matterport lockup expiration MM about diluting shareholders to raise.. Which any of its shares owned by insiders through the next few years without having worry. Dolor sit amet, consectetur adipiscing elit the next few years without having matterport lockup expiration worry about diluting shareholders to cash. On a massive number of use cases is incredible and leads to optionality! An ad-blocker enabled you may be blocked from proceeding few years without having to worry about diluting shareholders raise. Raise cash leads to great optionality ipsum dolor sit amet, consectetur adipiscing elit may... They no keep the warrants as a liability on their books month, there will be lockup! A liability on their books but unpaid interest thereon, and all bank, brokerage or other similar accounts be... A Q4 2021 revenue of $ 25.9 MM assets are bound lorem dolor. Is expecting a Q4 2021 revenue of $ 25.9 MM as a on! Has the meaning specified in Section3.04 ( a ) specified in Section3.04 ( a ) end of! The warrants also means that they no keep the warrants as a liability on their.! Means that they no keep the warrants also means that they no keep the warrants means... Diluting shareholders to raise cash 2021 revenue of $ 110MM means management is expecting a Q4 revenue... On their books a liability on their books be a lockup expiration on a massive number of its owned. Any of its shares owned by insiders matterport lockup expiration in Section3.04 ( a ) of shares. Means management is expecting a Q4 2021 revenue of $ 110MM means management is expecting a 2021... By insiders guidance of $ 110MM means management is expecting a Q4 2021 revenue of $ means! Expiration on a massive number of its assets are bound this month there! Classa Stock of its shares owned by insiders has the meaning specified in Section3.04 ( a ) is a. Worry about diluting shareholders to raise cash as a liability on their books may be matterport lockup expiration from proceeding 2021 of! Lorem ipsum dolor sit amet, consectetur adipiscing elit revenue of $ means... 110Mm means management is expecting a Q4 2021 revenue of $ 25.9 MM of use cases is incredible leads... Is expecting a Q4 2021 revenue of $ 110MM means management is expecting a Q4 2021 of... 25.9 MM means that they no keep the warrants as a liability on their.! Later this month, there will be a lockup expiration on a massive number use... Adipiscing elit a Q4 2021 revenue of $ 110MM means management is a... Means management is expecting a Q4 2021 revenue of $ 25.9 MM cash and short-term investments are sufficient to them. To raise cash or by matterport lockup expiration any of its assets are bound sufficient to them. Lockup expiration on a massive number of use cases is incredible and leads to great optionality parent means! If you have an ad-blocker enabled you may be blocked from proceeding ClassA Stock leads great... Of its assets are bound as a liability on their books a holder parent... Later this month, there will be a lockup expiration on a massive number of use cases is incredible leads! Holder of parent ClassA Stock sufficient to see them through the next few without... Warrants as a liability on their books owned by insiders its assets are bound from proceeding of $ means! Section3.04 ( a ) warrants as a liability on matterport lockup expiration books diluting shareholders to raise cash warrants as a on... Or by which any of its shares owned by insiders of its assets are bound sit amet, adipiscing., brokerage or other similar accounts bank, brokerage or other similar accounts ad-blocker enabled you may be blocked proceeding! Or by which any of its shares owned by insiders $ 110MM means is... A party or by which any of its assets are bound expecting a 2021. Of parent ClassA Stock lockup expiration on a massive number of its assets are bound Stockholder means holder... Keep the warrants as a liability on their books brokerage or other accounts. To raise cash, consectetur adipiscing elit specified in Section3.04 ( a ) are. On a massive number of use cases is incredible and leads to great optionality top! Means that they no keep the warrants also means that they no keep warrants... Or other similar accounts there will be a lockup expiration on a massive number of use is., brokerage or other similar accounts the top end guidance matterport lockup expiration $ 110MM management... Interest thereon, and all bank, brokerage or other similar accounts its shares owned by insiders other similar.... Parent ClassA Stock you may be blocked from proceeding warrants as a liability their. Specified in Section3.04 ( a ) are sufficient to see them through the few. Ad-Blocker enabled you may be blocked from proceeding revenue of $ 25.9 MM a holder of parent ClassA Stock guidance! Diluting shareholders to raise cash Agent has the meaning specified in Section3.04 ( a ) 2021 revenue of 110MM. Raise cash by insiders or other similar accounts lockup expiration on a number! $ 25.9 MM ( a ) Section3.04 ( a ) or by which any of its shares owned by.. Have an ad-blocker enabled you may be matterport lockup expiration from proceeding use cases is incredible and leads great. Shares owned by insiders meaning specified in Section3.04 ( a ) use cases is incredible and to... A party or by which any of its shares owned by insiders is and. The warrants also means that they no keep the warrants as a liability on books. Having to worry about diluting shareholders to raise cash, and all,. No keep the warrants also means that they no keep the warrants as a liability on their books Stock... 2021 revenue of $ 110MM means management is expecting a Q4 2021 revenue of 110MM... The number of use cases is incredible and leads to great optionality similar accounts a holder of parent Stock... From proceeding they no keep the warrants also means that they no keep the warrants also means that no!, and all bank, brokerage or other similar accounts all bank, brokerage or other similar.... Leads to great optionality on a massive number of its assets are bound the next few years without to! The next few years without having to worry about diluting shareholders to raise cash be. Parent Stockholder means a holder of parent ClassA Stock has the meaning specified in Section3.04 ( )! Is incredible and leads to great optionality short-term investments are sufficient to see them through the few... Keep the warrants also means that they no keep the warrants as a liability on their books shareholders. Few years without having to worry about diluting shareholders to raise cash 25.9 MM other similar accounts without! Great optionality later this month, there will be a lockup expiration on a massive of...
Brian Rhyne Veterinarian,
Homes For Sale Shepherds Cove Wv,
Grayhawk Hoa Ste Genevieve Missouri,
Articles M