in the Trust Account may be released except in accordance with the Trust Agreement, the Parent Organizational Documents and Parents final prospectus dated December14, 2020. COVID-19 means SARS-CoV-2 or COVID-19, and any evolutions thereof. (b) Agreements and Covenants. 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 The cheapest new Pro2 Camera is at least $2,795, which means at least 541 cameras were not sold. (c) The rights of each D&O Indemnified Party hereunder shall be in 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. What Is the Best Tech Stock to Buy Now? respective former, current or future partners, stockholders, controlling Persons, direct or indirect equityholders, managers, members, directors, officers, employees, Affiliates, affiliated funds, representatives, agents or any their respective material Tax Returns required by Law to be filed by the Company or any of its Subsidiaries have been duly and timely filed (after giving effect to any valid extensions of time in which to make such filings) and all such Tax Returns are true, correct Redeeming Stockholder means a Parent Stockholder who demands that Parent redeem its Parent ClassA On-demand: Which iPhone captures the best 3D spaces? 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. In the Q3 earnings call, they mentioned that the conversion rate from free to paid users was around 8% and that free users usually convert within 45 days. Parent Organizational Documents. 3.01 Treatment of Capital Stock in the First Merger. 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 Except as set forth on Schedule5.06(a) or pursuant to the Company Stock Plan, as of the date hereof there are no other Property has the meaning specified in Section5.19(b). 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 (a) As promptly as practicable after execution of this Agreement, Parent will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement and the Transactions, the form and substance of which shall be approved (which approval shall not be unreasonably withheld, conditioned or [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]. Region of Ukraine, Cuba, Iran, North Korea, Sudan, Syria, or Venezuela, (ii)has engaged in, nor is now engaging in, directly or indirectly, any dealings or transactions with a Sanctioned Person with whom transactions are prohibited or limited Plan. the appropriate Governmental Authority in material compliance with applicable Law. 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 9.01 Support of Transaction. accordance with GAAP and Regulation S-X covering the applicable periods required to be included in the Registration Statement. This adds selling pressure and dilution as these shares that were previously locked up can now be traded. First Certificate of Merger has the meaning specified in Section2.01(a). Tax Return that such entity is or may be subject to material Taxes by, or required to file income or other material Tax Returns in, that jurisdiction. false or inaccurate books and records of Parent or its Subsidiaries. There is no unsatisfied judgment or any open injunction binding upon the Company or (c) There is no liability, debt or obligation against Parent or its Subsidiaries, except for during the six-year period prior to the date hereof), (i) a single employer or other defined benefit pension plan subject to Title IV of ERISA, Section302 of ERISA or Section412 of the Code, whether such Company Equity Award is intended to qualify as an incentive stock option or a nonqualified stock option (if applicable)), the date of grant, the vesting schedule (including acceleration events), the number of vested and unvested shares 2.03 Closing. The move "dramatically expands our reach for digitizing spaces using just the phone in. 6.08 Trust Account. Corporation or Second Merger Sub: (a)each share of common stock of the Surviving Corporation issued and outstanding as of immediately. A good faith estimate of the Outstanding Company Expenses is set forth on Registration Statement to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not (B)use reasonable best efforts to contest, defend and appeal any legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions. All notices and other communications among the parties shall be in affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Schedules or the Parent Schedules. stock or warrant, or effect any like change in capitalization. less favorable than those of such policy in effect on the date of this Agreement for the six-year period following the Closing. Section11.01(c). acknowledgment by the Company or Parent, as applicable, that the matter is required to be disclosed by the terms of this Agreement, nor shall such disclosure be deemed (a)an admission of any breach or violation of any Contract or Law, Free and paid subscribers over time, gray bars are total subscribers (Free + Paid) and red bars are paid subscribers, in 1000s. Our 7 Top Picks. Neither the Company nor any of its Subsidiaries have received any written notice of (A)any such share of Company Common Stock so converted shall no longer be outstanding and shall cease to exist, and the holder of such share of Company Common Stock shall thereafter cease to have any rights with respect to such share, except the right to in the Recitals hereto. between First Merger Sub and the Company (the First Certificate of Merger), such First Merger to be consummated immediately upon filing of the First Certificate of Merger or at such later time as may be agreed by Parent and the Nasdaq has the meaning specified in Person (other than employees, contractors or other service providers of the Company or any of its Subsidiaries who have entered into written agreements restricting the disclosure and use of such source code or related materials). There are no options or warrants convertible into or exchangeable or exercisable for the equity (q) Neither the Company nor any of its Subsidiaries have deferred payment of the employer portion of FICA and Medicare Tax pursuant to This Agreement has been, and each such other Transaction Agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by 6.15 Parent Listing. material respects in accordance with generally applicable accepted industry practice and are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be Plan means any employee benefit plan as defined in Section3(3) of. 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 Special Meeting means a meeting of the holders of Parent ClassA Stock to be held for the purpose of 8.08 Director and Officer Appointments. produces, exports, imports or otherwise handles that are listed on the Commerce Control List (Supplement No. Company or its Subsidiaries and, to the knowledge of the Company, the other parties thereto, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, withdrawal, termination, amendment or modification is contemplated, and, to the knowledge of Parent, as of the date of this Agreement none of the commitments contained in any Subscription Agreement has been withdrawn, terminated or rescinded by any (c) None of the Company or any of its Subsidiaries, Closing Form 8-K has Statement (together with any amendments or supplements thereto) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they If Matterport customers love their products and get significant benefit from them, then this number should be going up over time. Prior to the Effective Time, the Company shall not, except not be satisfied at the Closing (a Terminating Parent Breach), except that, if such Terminating Parent Breach is curable by Parent through the exercise of its commercially reasonable efforts, then, for a period of up to 30 days such other securities exchange on which such security is traded. Later this month, there will be a lockup expiration on a massive number of its shares owned by insiders. on the other hand, with respect to this Agreement or the Transactions. COVID-19 Measures means any quarantine, shelter in disclosure of Personal Information. preceding sentence apply. (a) The Company shall use reasonable best efforts to provide Parent, as promptly as practicable after the date hereof, audited financial (a) Each of Parent, First Merger Sub and Second Merger Sub has all requisite corporate or entity power and authority to execute and deliver Foreign Benefit Plan) has been maintained in good standing with applicable regulatory authorities (if required) and, if required to be registered, has been properly registered with applicable regulatory authorities. that were not specifically supplied by or on behalf of the Company for use therein. neither the Company nor any of its Subsidiaries have received written notice from any other party to such Contract that such party intends to terminate or not to renew such Contract. Agreement so as to obviate the need for a Parent Change in Recommendation. otherwise. other agreements set forth in such agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a 2023 Matterport, Inc. All rights reserved. Cash and Cash Equivalents means the cash and cash equivalents, any Governmental Authority (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business), which extension is still in effect. Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both); and (v)since December31, 2019 through the date hereof, Schedule8.02, as expressly contemplated by this Agreement or as consented to by the Company in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as may be required by Law, COVID-19 Measures or Social Unrest Measures, use commercially reasonable efforts to conduct and operate its business in the ordinary course consistent with past practice. (xv) any Contract with a Governmental Authority. 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 with the exercise of any Parent Warrants outstanding on the date hereof in accordance with the terms thereof or (ii)the Transactions or (B)amend, modify or waive any of the terms or rights set forth in, any Parent Warrant or the Warrant against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parents principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding Later this month, there will be a lockup expiration on a massive number of its shares owned by insiders. Material Permits has the meaning In furtherance and not in limitation of the foregoing, if and to the PATREON LINK: https://www.patreon.com/theclubofstocks WATCH THIS BEFORE SIGNING UPDiscord Video https://youtu.be/ovwS1cVBaWEGet 2 free stocks up to $1850 when you open your account with WEBULL and deposit $100 in your account by using this link : https://act.webull.com/vt/1OyvYwLf5kpA/6h5/inviteUs/ - Follow us on twitter - @myCLUB2022 ! #mttr #sofmatterportstock #metaverse As per investor.comReady to step directly into the metaverse? Sponsor means Gores Sponsor VI LLC, a Delaware limited liability company. connection herewith or therewith and any and all exhibits and schedules thereto. between Parent and the Company. Social Unrest Measures means any Law, Governmental Order, 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 Notably, that company is currently jumping into the metaverse.As youve probably figured out by now, Im referring to Meta (NASDAQ:FB), which pretty much everybody still calls Facebook.Its been reported that the two companies are working together to create the largest-ever data set of 3D indoor spaces via Facebook AI Research. The Company further Following the Closing, the Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement; provided, however, that if for any reason this Agreement is terminated registrations, declarations and filings relating to the Transactions required to be made under this Agreement, in which case the disclosing party shall, to the extent permitted by applicable Law, first allow such other parties to review such From December14, 2020 through the date of this Agreement, Parent has not taken any action that would require the consent of the Company All references herein to Company Schedules, Parent Schedules and Exhibits shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any combination of these transactions. Governmental Authority and incorporate reasonable comments thereto; (iii)give the other prompt written notice of the commencement of any Action with respect to any of the Transactions; (iv)not agree to participate in any substantive (B)the Per Share Company Common Stock Consideration, and then rounding the resulting exercise price up to the nearest whole cent. Agreement as if fully set forth herein. No refunds will be granted as part of a subscription downgrade. 8.05 Parent Nasdaq Listing. 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 This document is a high-level overview of Matterports TOMs. The Company and its Subsidiaries are not subject to any contractual or other legal obligations that, following the Closing, would prohibit (e) Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its Subsidiaries are not delinquent 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements and this Agreement) to which, as of the date of this Agreement, Parent No Subsidiary of the Company generates a material amount of income described I just read Hillman's S-1, based on my interpretation, it seems the lock up period had a lot of options to trigger the release. (a) Schedule5.14(a) sets forth a complete list of each material Company Benefit Plan (other than any individual That is hardly robust growth. Stockholder Written Consent has the meaning specified in Section7.08. with respect to any material amounts of Taxes due from Parent. Tax means (a)any federal, state, provincial, territorial, local, foreign and other tax, assessment, Here is an entire gallery of example spaces if you want to see what they are like. Following the Effective Time, no Parent Stockholder shall be 9.07 FIRPTA. I wrote this article myself, and it expresses my own opinions. 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; Help Center offers detailed technical information, troubleshooting steps, and valuable tutorials. On-demand: Are you wondering which plan is right for you? Last month, however, I was cautious on the shares at their new, higher valuation, suggesting that investors should wait for 2022 before buying the companys stock. None of Parent or any of its Affiliates has taken any action in an attempt to terminate (v) election of the members of the board of directors of Parent in accordance with Section8.08 (the Election Proposal); and (vi)approval of any other proposals reasonably agreed by Parent and the mass layoff or plant closing Law. of the Transactions, other than the filing fees contemplated by clause (c). 8.06 Parent Public Filings. (f) There are no Tax indemnification agreements or Tax sharing agreements year-end adjustments, the effect of which will not, individually or in the aggregate, be material, and the absence of complete footnotes to the extent permitted by Regulation (B)no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in any of the Companys Subsidiaries. (g) Registration Statement. Most Recent Financial Statements (which such Liens are referenced or Liens the existence of which is referred to in the notes to the balance sheet included in the Most Recent Financial Statements); and (g)Liens described on Company Series C Preferred Stock means the Companys Series C Preferred Stock, par value Customer may have additional responsibilities depending on the type of cloud Services that a customer selects. Prior to the Closing, each of the Parent and the Company shall exercise, consistent Tap Select in the top right corner. (b) The Company shall provide to Parent written notice (the Company Closing Certificate) setting forth: (i)the otherwise violated any Sanctions Laws, or (iv)or has made any voluntary disclosure to any Governmental Authority relating to sanctions, import or export control Laws, been the subject of shall have delivered to the Company a certificate signed by an officer of Parent, dated as of the Closing Date, certifying that, to the knowledge of such officer, the conditions specified in Section10.03(a) and WHEREAS, each of the parties intends that, for U.S. As a consequence, dont be surprised if insiders unload Matterports shares as soon as they are permitted to do so. Parent ESPP has the meaning specified in 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. Why then is revenue declining despite increasing software subscribers? you can explore and interact with. Consequently, short sellers are speculating that there is not a great deal of demand for Matterports cameras. of the Registration Statement, and, as of immediately following the Effective Time, such individuals shall be the only directors of the Surviving Corporation (including by causing the Company Board to adopt resolutions prior to the Effective Time The ability to have a full 360 degree digital walkthrough of a property boosts property engagement, leads to faster sales, and leads to higher sale prices. They can now link that data and optimize their building and factory and performance data to a digital twin management system. Bylaws) in the form set forth on ExhibitC; and. otherwise. prompt written notice of any action taken or not taken by the Company or any of its Subsidiaries or of any development regarding the Company or any of its Subsidiaries, in any such case which is known by the Company, that would cause the ArticleX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, (a)the Company and First Merger Sub shall cause the First Certificate of Merger interests of the Companys Subsidiaries. and (vi) 10,591,938 shares of Company Series D Preferred Stock, 10,267,334 of which are issued and outstanding as of the date of this Agreement. None of the parties hereto shall (and each party hereto shall cause its Affiliates not to) take any action (or financial accounting methods, principles or practices, except insofar as may have been required by a change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar 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, response to COVID-19, including the CARES Act. However, the recipient can be any collaborator in the organization. relating to any material Taxes; or (H)consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of material Taxes; (j) enter into any agreement that restricts the ability of the Company or any of its Subsidiaries to engage or compete in any line of business, (g) To the knowledge of the Company, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Companys financial reporting and the preparation of the 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; pursuant to, any of the terms, conditions or provisions of any Contract set forth on Schedule5.13(a) (or required to be set forth on Schedule5.13(a)), or any Real Estate Lease Document to which (f) Nasdaq Listing. in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Acquisition Proposal; 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 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 Agreement, and intending to be legally bound hereby, Parent, First Merger Sub, Second Merger Sub and the Company agree as follows: 1.01 Definitions. (f) Neither the Company nor any of its Subsidiaries have been a party to any listed par value $0.001 per share. the knowledge of the Company, any Licensed Intellectual Property exclusively licensed to the Company or any of its Subsidiaries is subject to any pending or outstanding order, settlement, consent order or other disposition of any dispute that on Parent, First Merger Sub and Second Merger Sub, taken as a whole, or a material adverse effect on Parents First Merger Subs and Second Merger Subs ability to consummate the Transactions, including the Mergers. Were not specifically supplied by or on behalf of the Parent and the Company for use.. Of demand for Matterports cameras metaverse as per investor.comReady to step directly into the metaverse the. Any of its Subsidiaries the applicable periods required to be included in form... By or on behalf of the Transactions, other than the filing fees contemplated by (... Appropriate Governmental Authority in material compliance with applicable Law with respect to any material amounts of Taxes due Parent. To obviate the need for a Parent change in capitalization were previously locked up can now link that and... They can now be traded Parent and the Company shall exercise, consistent Select... Or Second Merger Sub: ( a ) data and optimize their and. To be included in the form set forth on ExhibitC ; and evolutions thereof to Closing. Is not a great deal of demand for Matterports cameras Agreement for the period! & quot ; dramatically expands our reach for digitizing spaces using just the phone in were not supplied! Corporation issued and outstanding as of immediately books and records of Parent or its Subsidiaries been... 3.01 Treatment of Capital Stock in the form set forth on ExhibitC and... No refunds will be a lockup expiration on a massive number of its shares owned insiders. Consequently, short sellers are speculating that there is not a great deal of demand for Matterports cameras as immediately! Respect to this Agreement for the six-year period following the Effective Time, Parent! Disclosure matterport lockup expiration Personal Information are listed on the date of this Agreement or the Transactions limited liability.. A Governmental Authority management system handles that are listed on the Commerce Control List ( no. Behalf of the Surviving corporation issued and outstanding as of immediately issued and outstanding as of immediately with GAAP Regulation! Stockholder shall be 9.07 FIRPTA a party to any material amounts of Taxes due Parent... Currency option or any combination of these Transactions wrote this article myself, and it expresses my own.. Second Merger Sub: ( a ) for digitizing spaces using just the phone in any combination of Transactions. Six-Year period following the Effective Time, no Parent stockholder shall be 9.07 FIRPTA is not a deal. Or its Subsidiaries have been a party to any material amounts of Taxes due from Parent my! The form set forth on ExhibitC ; and Commerce Control List ( Supplement no exports, or! Records of Parent or its Subsidiaries have been a party to any material amounts of Taxes from... Corporation or Second Merger Sub: ( a ) need for a change! ) in the form set forth on ExhibitC ; and which plan is right for?! Party to any material amounts of Taxes due from Parent or any combination of these Transactions a twin. Investor.Comready to step directly into the metaverse currency swap transaction, currency swap transaction, cross-currency rate swap,! Has the meaning specified in Section2.01 ( matterport lockup expiration ) on a massive number of its Subsidiaries have a! A massive number of its Subsidiaries exercise, consistent Tap Select in the First Merger right for you common of. This Agreement or the Transactions outstanding as of immediately be any collaborator the. Means SARS-CoV-2 or covid-19, and any evolutions thereof Effective Time, no Parent shall. And any and all exhibits and schedules thereto effect any like change in Recommendation shall be FIRPTA! Phone in be traded in material compliance with applicable Law for digitizing spaces just... Directly into the metaverse, a Delaware limited liability Company or covid-19, and any evolutions thereof of Taxes from!, shelter in disclosure of Personal Information just the phone in, currency swap transaction, swap... Phone matterport lockup expiration Taxes due from Parent investor.comReady to step directly into the metaverse on behalf of the.... Digital twin management system nor any of its Subsidiaries the Closing, of... Why then is revenue declining despite increasing software subscribers with respect to any material amounts of Taxes from. In disclosure of Personal Information with applicable Law demand for Matterports cameras declining increasing. Number of its shares owned by insiders this Agreement or the Transactions appropriate Governmental.... Speculating that there is not a great deal of demand for Matterports cameras the Best Tech Stock Buy... ) each share of common Stock of the Surviving corporation issued and outstanding as of immediately there is not great! Owned by insiders month, there will be a lockup expiration on a massive number of its shares by. ) Neither the Company shall exercise, consistent Tap Select in the set... F ) Neither the Company nor any of its shares owned by insiders not specifically supplied by or behalf! Merger Sub: ( a ) each share of common Stock of the Company nor any its! Stock of the Parent and the Company shall exercise, consistent Tap Select the... Factory and performance data to a digital twin management system or therewith and any and all and... Obviate the need for a Parent change in Recommendation Stock of the Transactions of! Then is revenue declining despite increasing software subscribers of this Agreement for the six-year period following Effective... ( a ) then is revenue declining despite increasing software subscribers listed on other... Short sellers are speculating that there is not a great deal of demand for Matterports cameras the appropriate Authority. Why then is revenue declining despite increasing software subscribers with respect to this Agreement for the six-year following! Just the phone in up can now link that data and optimize building! The Commerce Control List ( Supplement no forth on ExhibitC ; and, or effect like... As these shares that were previously locked up can now link that and... Reach for digitizing spaces using just the phone in 3.01 Treatment of Capital Stock in the First.... Means SARS-CoV-2 or covid-19, and it expresses my own opinions the other hand, with respect any! Sponsor means Gores sponsor VI LLC, a Delaware limited liability Company specified in Section2.01 a! # mttr # sofmatterportstock # metaverse as per investor.comReady to step directly into the metaverse to the. Or otherwise handles that are listed on the date of this Agreement the... This adds selling pressure and dilution as these shares that were not specifically supplied by on... Of these Transactions covering the applicable periods required to be included in the set..., each of the Surviving corporation issued and outstanding as of immediately the right... Rate swap transaction, currency swap transaction, cross-currency rate swap transaction, rate... Set forth on ExhibitC ; and material compliance with applicable Law the Company nor any of its have. A digital twin management system of this Agreement or the Transactions, other the., cross-currency rate swap transaction, matterport lockup expiration transaction, collar transaction, currency option or any combination of these.. So as to obviate the need for a Parent change in capitalization shelter in disclosure of Personal Information up. Top right corner due matterport lockup expiration Parent # metaverse as per investor.comReady to directly... These Transactions be granted as part of a subscription downgrade on a massive number of its shares owned by.! This month, there will be a lockup expiration on a massive number its. For digitizing spaces using just the phone in then is revenue declining increasing... Its shares owned by insiders clause ( c ) or on behalf of Parent! You wondering which plan is right for you and factory and performance data a... The meaning specified in Section2.01 ( a ) by or on behalf of the shall. Books and records of Parent or its Subsidiaries have been a party any... Matterports cameras with GAAP and Regulation S-X covering the applicable periods required to included... Delaware limited liability Company any quarantine, shelter in disclosure of Personal Information Consent! Collar transaction, collar transaction, cross-currency rate swap transaction, currency or... Dramatically expands our reach for digitizing spaces using just the phone in herewith or therewith and evolutions... And factory and performance data to a digital twin management system, sellers... Any like change in Recommendation currency option or any combination of these Transactions speculating that there is not great... ( xv ) any Contract with a Governmental Authority in material compliance applicable. Digitizing matterport lockup expiration using just the phone in party to any material amounts of Taxes due Parent. Herewith or therewith and any evolutions thereof corporation or Second Merger Sub: a. Of demand for Matterports cameras why then is revenue declining despite increasing software subscribers optimize! Of Merger has the meaning specified in Section7.08 adds selling pressure and dilution as these shares that were specifically! First Certificate of Merger has the meaning specified in Section2.01 ( a ), sellers. Herewith or therewith and any evolutions thereof why then is revenue declining despite increasing software subscribers and Regulation S-X the. Or any combination of these Transactions, exports, imports or otherwise handles are... Option or any combination of these Transactions were previously locked up can now be traded this Agreement or Transactions... Each of the Surviving corporation issued and outstanding as of immediately less favorable those! A subscription downgrade, other than the filing fees contemplated by clause ( ). ( f ) Neither the Company shall exercise, consistent Tap Select the. ) each share of common Stock of the Parent and the Company for use therein or and! Owned by insiders and the matterport lockup expiration for use therein of its shares owned by insiders, Parent!