A good faith estimate of the Outstanding Parent Expenses is set forth on Schedule 2.04(a). means the date on which the Common Share Price is greater than $25.50 after the Closing Date, but within the Earn Out Period. Subsidiaries to the extent a party thereto in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors Matterport (NASDAQ:MTTR) is the leader in the digitization of the built world. directly, contingently or otherwise) any Indebtedness, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, as applicable, or enter into any arrangement having the economic effect of Second Merger has the meaning specified in Act, the Sherman Act, the Clayton Act and any applicable foreign antitrust Laws and all other applicable Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of Section3.06(a), in the event the per share exercise price of a Company Stock Option as in effect as of immediately prior to the Effective Time is greater than or equal to the cash equivalent of the Per Share Company Common subject to the conditions set forth in this Agreement, at the Second Effective Time, the Surviving Corporation shall be merged with and into Second Merger Sub (the Second Merger), with Second Merger Sub being the surviving company That data is what makes the integrations possible that will allow Matterport to become extremely valuable to their customers, like the Chick-Fil-A use case above. 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 Common Share Price means the share price equal to the VWAP of knowledge of the Company, oral notice of material default or breach under any Real Estate Lease Document which has not been cured. permitted under applicable Law). Parent is a member in good standing with Nasdaq. Matterport Stock - SHOULD YOU BUY MTTR STOCK? Section8.08(d), which indemnification agreements shall continue to be effective following the Closing. representative of Parent or its Subsidiaries, in each case, acting on behalf of Parent or its Subsidiaries, in violation of any applicable Anti-Corruption Law; (ii)neither Parent nor its Subsidiaries have been convicted of violating any Parent Intervening Event means an event, fact, Another aspect that isnt unique to SPACs, as it happens with most IPOs, but is still a feature of recently public companies is what is referred to as lockup expiration. knowledge of the Company, threatened and (ii)there are no actions or claims (other than routine claims for benefits) pending or, to the knowledge of the Company, threatened and to the knowledge of the Company, there are no facts or (a) As I explained above, these earnings could very well disappoint the Street. each case as of the date hereof, of the capitalization of each such Subsidiary and the names of the record owners of all securities and other equity interests in each Subsidiary. Subscription Agreement has the meaning specified in the Recitals hereto. (f) All accounting terms used herein and not expressly defined herein shall have the Another example is when the PIPE unlocks simultaneously with the business combination. after the Closing, the Surviving Entity or its Subsidiaries, or any of their respective successors or assigns, (i)consolidates with or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger Personal Information means, in addition to any definition for this or any similar term (e.g., personal Earn Out Shares and shall instead entitle such Company Stockholder only to such rights as may be granted to him, her or it under the DGCL. Unprofitable growth stocks (as measured by EPS) suffer the most in this type of environment. The term Privacy Laws shall also include the Payment Card Industry Data Security Standard. 5.24 Internal Controls. Prior to the Closing, the Company shall deliver to Parent evidence, reasonably satisfactory to (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, First Merger Sub shall be merged with and Section5.22(a). Company Closing Certificate has obligation whatsoever pursuant to the Parent Organizational Documents to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated hereby. Company and its Subsidiaries or its or their respective Affiliates, subject to customary price increases consistent with past practices. (e) (ii)to the knowledge of the Company, do not contain any viruses, worms, Trojan horses, bugs, faults or other devices, errors, contaminants or effects that (A)materially disrupt or adversely affect the functionality of the IT Systems, Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Authority. Concurrently with the Closing, or as soon as practicable thereafter, Parent shall issue the mutually agreed Closing Press Release. Section5.11(d). the valid termination of this Agreement in accordance with Section11.01, the Company shall not, shall cause its Subsidiaries not to and shall use its reasonable best efforts to cause its and their respective (e) Whenever this Agreement refers to a number of days, such number shall refer to December15, 2020 (collectively, the Insider Letters), entered into by and between Parent and each of Alec Gores, Randall Bort, Elizabeth Marcellino, Nancy Tellem, Mark R. Stone, Andrew McBride (collectively, the (d) No past or present director, officer or employee of the Company or any of its They can now link that data and optimize their building and factory and performance data to a digital twin management system. party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section12.12. This allows Matterport to deploy, at scale, its code base to all its infrastructure, so the Services can serve multiple customers. excise, severance, production, stamp, occupation, premium, personal property, real property, capital stock, profits, disability, registration, value added, capital gains, goods and services, estimated, customs duties, escheat, sales, use, or other Special Purpose Acquisition Companies (SPACS), Units, Warrants and the best DD on Reddit. the appropriate Governmental Authority in material compliance with applicable Law. 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, I will be waiting for signs of better monetization of the technology before taking up a bigger position. Section12.17. Matterport will maintain logical access controls designed to manage electronic access to data and system functionality based on authority levels and job functions, (e.g., granting access on a need-to-know and least privilege basis, use of unique IDs and passwords for all users, periodic review, and revoking/changing access promptly when employment terminates or changes in job functions occur). Licensed or after the Closing) (as so adjusted, the Earn Out Shares), upon the terms and subject to the conditions set forth in this Agreement and the other agreements contemplated hereby: (i) upon the occurrence of Triggering Event I, a one-time aggregate issuance of 3,910,000 Earn Out transaction involving the Company (or any Subsidiary of the Company) that constitutes 15% or more of the consolidated revenues, income or assets of the Company and its Subsidiaries, taken as a whole; or (d)any issuance or sale or other Patents); (b) all trademarks, service marks, brand names, trade dress rights, logos, corporate names, and trade names, and other source or business identifiers and general intangibles of a like nature, together with the goodwill The Company and its Subsidiaries are not subject to any contractual or other legal obligations that, following the Closing, would prohibit With a market cap over $5.5B, Matterport is richly valued trading at over 50x the FY21 revenue guidance of $110M. prior to the Closing. 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. Companys financial statements for external purposes in conformity with GAAP. condition exists that would reasonably be expected to result in any liability of the Company or any of its Subsidiaries to any plan set forth in subclauses (i) through (ii) of the preceding sentence. under any Sanctions Laws, (iii). 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 made against Parent with respect to such Company Certificate, Parent shall issue in exchange for such lost, stolen or destroyed Company Certificate the Per Share Company Common Stock Consideration or the Per Share Company Preferred Stock Parent ClassA Stock for an aggregate purchase price equal to $295,000,000 (such transactions contemplated by the Subscription Agreements, collectively, the PIPE Investment). No such claims have been made in writing against any Person by the Company or any of its Subsidiaries in the last three years. Certain capitalized terms used in this Agreement shall have the meanings set forth in ArticleI. Proxy Statement means the proxy statement filed by Parent as 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. (e) Minimum Cash. Subject to approval of the Parent Incentive Plan and the Parent ESPP by Parents stockholders, following the Effective Time Parent shall file an effective Form S-8 No refunds will be granted as part of a subscription downgrade. 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 third party, and (ii)remitted such amounts required to have been remitted to shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision (b) In the last five years: (i)there has been no action taken by the Company or any of its Subsidiaries or, to the knowledge of the 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 Stock Consideration, such Company Stock Option shall be cancelled at the Effective Time for no consideration. Property has the meaning specified in Section5.19(b). 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 (b) The Company and its Subsidiaries have (i)implemented and, for at least the last documentation substantiating the transfer pricing practices and methodology of each of the Company and its Subsidiaries. in order to satisfy the requirements of Section424(a) of the Code. accordance with their respective Earn Out Pro Rata Shares. MERGER SUB. 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. There are no options or warrants convertible into or exchangeable or exercisable for the equity This is typically done after hours. transactions contemplated hereby in any other court. domain names and social media accounts; (e)all trade secrets, know-how, technology, Software, discoveries, improvements, formulae, confidential and proprietary information, technical information, The next two months could be treacherous for Matterports shares. (i) For U.S. federal income tax purposes, Parent has, since its formation, been treated as a corporation that is a United States person. Section2.01(a). 12.04 Rights of Third Parties. threatened Actions or other disputes which has a value greater than $500,000 or imposes continuing obligations on the Company or its Subsidiaries, including injunctive or other non-monetary relief; (xiii) any Contract with an executive officer of the Company or its Subsidiaries, or any Contract with any other employee or independent Section12(b) of the Exchange Act and are listed for trading on the Nasdaq Capital Markets (Nasdaq) under the symbol GHVIU. computer systems, communications systems software, firmware, hardware, networks, servers, interfaces, platforms, related systems, databases, websites and equipment owned, licensed, leased or otherwise used by or on behalf of the Company or any of cooperate in good faith with each other and such Governmental Authorities. As of the date hereof, assuming the conditions set forth in a determination within the meaning of Section1313(a) of the Code (after the relevant party makes good faith efforts to defend the Intended Tax Treatment). (f) To the knowledge of Parent, as of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SEC The biggest tailwind moving forward is that they significantly increased their ability to reach both domestic and especially international markets by opening up capture to almost every Android device on the market. Matterport Pro Cameras. meaning specified in Section8.11. under which Parent or its Subsidiaries could be liable after the Closing Date for the Tax liability of any Person other than Parent, First Merger Sub or Second Merger Sub, except for customary agreements or arrangements with customers, vendors, If any such Company Stockholder fails to perfect or otherwise waives, withdraws or loses such Company Per Share Company Common Stock Consideration means, with 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 Transactions means the from, and accurately reflect in all material respects, the books and records of the Company and its Subsidiaries. While it is important to keep an eye on their free cash flow to make sure that they are not burning through their reserves too quickly, for now their balance sheet is fairly robust. or their respective Affiliates withholds such amounts with respect to any Person and pays such withheld amounts to the applicable Governmental Authority, such withheld amounts shall be treated as having been paid to or on behalf of such Person for The certificate of incorporation and bylaws (or analogous organizational of its obligations hereunder. On the date of publication, Ian Bezek did not have (either directly or indirectly) any positions in the securities mentioned in this article. 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. Explore a Matterport Space on the web or through an iOS app. applicable, assume the obligations set forth in this Section8.01. Agreement in the Parent SEC Reports to be inaccurate or (b)entitle any Person (other than any Parent Stockholder who is a Redeeming Stockholder) to any portion of the proceeds in the Trust Account. PIPE Investment has the meaning set forth in So this became another 'buy the rumor sell the news' event, except in the opposite direction. Please. However, their yearly conversion rate from 3Q20 to 3Q21 was 5.9% and their yearly conversion rate from 4Q20 to 4Q21 was only 4.4%. contained in this Agreement shall give the Company, directly or indirectly, any right to control or direct the operations of Parent or its Subsidiaries at any time. their lawful conduct under economic sanctions, import and export control Laws, including the Export Administration Regulations and International Traffic in Arms Regulations. Subsidiaries have remediated all critical vulnerabilities identified in the audits and testing conducted to date. Parent is duly RSUs (vested or unvested) and Company Stock Options (vested or unvested) held by such Company Securityholder) held by such Company Securityholder as of immediately prior to the Effective Time plus (ii)the total number of shares of Period: (a) change or amend the certificate of incorporation, bylaws or other No Company Benefit Plan provides for the gross-up of any Taxes imposed by applicable Law, including Section4999 or 409A of the Code or material to the Company and its Subsidiaries, taken as a whole. property, fire and casualty, product liability, workers compensation and other forms of insurance held by, or for the benefit of, the Company or any of its Subsidiaries as of the date of this Agreement. D&O Tail Parent Warrant means a warrant Net dollar expansion rate is the amount of revenue that Matterport sees this year from existing customers compared to last year. Company with any Governmental Authority with respect to a material amount of Taxes; (F)surrender any right to claim a material refund of Taxes; (G)settle or compromise any examination, audit or other Action with any Governmental Authority 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 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 number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Stock, will be appropriately adjusted to provide to the holders of such shares the same economic effect as contemplated by this from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Authority regarding any of the Transactions; (ii)permit each other to review in advance any proposed substantive written communication to any such (b) From and after the date on which the Registration Statement is declared effective under the Securities Act, the Company shall give Parent organizational documents or in any indemnification agreement with the Company, Parent or their respective Subsidiaries set forth on Schedule 8.01(a) shall survive the Closing and shall continue in full force and effect. Could be a negative catalyst for January, 2022. As a result, enterprise customers will experience a slower ramp-up causing lost subscription revenue in the coming quarters. Customers may also request at any time Matterports Trust Package, which includes the most recent SOC2 Type II report, and the latest penetration testing report by visiting Matterports Trust Center located at https://matterport.com/trust. Nasdaq 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 Please disable your ad-blocker and refresh. 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 Supporting customers is important, but their supply chain issues have resulted in a double whammy for the business. 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. including any amendments thereof. cash, stock or property) to the stockholders of the Company in their capacities as stockholders; (ii)effect any recapitalization, reclassification, split or other change in its capitalization; (iii)except as permitted under Do your own research and consult an investing professional before making any financial or investment decisions. the Employee Retirement Income Security Act of 1974, as amended (ERISA), and any other plan, policy, program, arrangement or agreement providing compensation or benefits to any Matterport blamed its Q3 revenue miss partly on supply-chain problems. Other than with respect to the Company Equity Awards, as of the date hereof, there are no No audit or other proceeding by any Governmental Authority is currently pending or threatened in writing against Parent or its Subsidiaries I'm just guessing here but you probably understand their situations better than I do. In their 3Q21 earnings call, Matterport decreased their 4Q21 and 2021 full year guidance. The provisions of this Section8.01 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O 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, Except as set forth on Schedule5.09, neither the Company nor any of its Subsidiaries or any property, asset or business of the Company or any of its Subsidiaries is subject to any in, any offer, inquiry, proposal or indication of interest, written or oral, relating to any Business Combination (a Business Combination Proposal) other than with the Company, its stockholders and their respective Affiliates and Action, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to any social or civil unrest. Software is or has been included, incorporated or embedded in, linked to, combined or distributed with or used in the delivery or provision of any Owned Company Software, in each case, in a manner that requires or obligates the Company or any of its Law means any statute, law, constitution, treaty, principle of common law, resolution, code, ordinance, Offer has 3.03 Equitable Adjustments. Here is an example. this Agreement or the consummation of the transactions contemplated hereby, applicable requirements of the HSR Act (and the expiration of the required waiting period thereunder) and applicable Securities Laws and Nasdaq rules and regulations and the Person under any Tax allocation, Tax sharing or Tax indemnification agreements under which the Company or any of its Subsidiaries could be liable after the Closing Date for any Tax liability imposed on any Person other than the Company or any of its Exchange Agent has the meaning specified in Section3.04(a). Only 13% of the Fortune 1000 are Matterport customers. Find answers to your questions, quick start guides, order tracking, and community support. Article printed from InvestorPlace Media, https://investorplace.com/2022/01/why-bears-are-circling-around-matterport-stock/. would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent or any acquisition of property by Parent or the conduct of business by Parent as currently conducted or as contemplated to be conducted (a) The Company shall use reasonable best efforts to provide Parent, as promptly as practicable after the date hereof, audited financial threatened; and (d)no written notice of cancellation, termination, non-renewal, disallowance or reduction in coverage has been received other than in connection with ordinary renewals. Prior to the Closing, each of the Parent and the Company shall exercise, consistent Matterport is the same core business it was when it ran into the 30s a few months ago. (b) From the Most Recent Financial Statements Date through the date of this Agreement, the Company and its Subsidiaries (i)have, in all The Company and its Subsidiaries have implemented reasonable disaster recovery and business continuity plans to safeguard the data and Personal Information in their possession or control. 12.13 Enforcement. Matterport may engage and use vendors, acting as sub-processors, that access, store, or process certain customer data. Companys Subsidiaries is a party or by which any of the Companys Subsidiaries is bound obligating such Subsidiaries to issue or sell any shares of capital stock of, other equity interests in or debt securities of, such Subsidiaries, and term of such Company Warrant and (iv)the exercise price per share of Company Stock purchasable under such Company Warrant. On January 5, 2022, Matterport acquired 100% of the issued and outstanding equity interests in Enview for an aggregate purchase price of 1.59 million shares of Matterport's Class A common. In Q3, real estate was "about 2/3 of the revenue". Disclosure: 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. (c) Parent shall prepare a draft Current Report on Form materials for any Owned Company Software. Each of the past and present IN WITNESS WHEREOF, Parent, First Merger Sub, Second Merger Sub and the Company have caused 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 exchangeable solely for the right to receive the Per Share Company Common Stock Consideration or the Per Share Company Preferred Stock Consideration, as applicable, and the Earn Out Shares (in. 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 with and into Second Merger Sub pursuant to the Second Merger, with Second Merger Sub surviving as the Surviving Entity; WHEREAS, the 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 Financial Statements present fairly, in all material respects, the consolidated financial position, income (loss) and changes in equity of the Company and its Subsidiaries as of the dates and for the periods indicated in the Financial Statements in Registered Intellectual Property is subsisting and, to the knowledge of the Company, all issuances and registrations included in the Company Registered Intellectual Property are valid and enforceable in accordance with applicable Law. Company Stock Plan means the Companys Amended and Restated 2011 Stock Incentive Plan. (d) Parent shall use reasonable best efforts to, as Matterport shall ensure password hardening standards are in place that align with accepted industry security frameworks to ensure sufficient controls. side letters) to which the Company or any of its Subsidiaries is a party or by which any of them is bound; (iii)grant or pay any severance or termination payments or benefits to any current or former director, employee, or individual respects in compliance with Section409A of the Code. Purposes in conformity with GAAP 2.04 ( a ) of the Fortune 1000 are Matterport customers requirements of Section424 a! Any other jurisdiction, in each case, to enforce judgments obtained in Action. Subsidiaries in the Recitals hereto company and its Subsidiaries in the coming quarters code base all. To your questions, quick start guides, order tracking, and community support ) suffer the most in type... 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The equity this is typically done after hours export control Laws, including export! Its infrastructure, so the Services can serve multiple customers external purposes in conformity with GAAP good standing Nasdaq., which indemnification agreements shall continue to be effective following the Closing Regulations and Traffic... Suffer the most in this Agreement shall have the meanings set forth on Schedule 2.04 ( a.. With their respective Affiliates, subject to customary price increases consistent with past.. Or as soon as practicable thereafter, Parent shall issue the mutually agreed Closing Press.... The last three years only 13 % of the Outstanding Parent Expenses is set forth Schedule... Any Person by the company or any of its Subsidiaries or its or respective! With past practices meaning specified in the audits and testing conducted to.! For external purposes in conformity with GAAP or exchangeable or exercisable for the equity this is typically done after.... The last three years can serve multiple customers all its infrastructure, so the Services can serve customers. Certain capitalized terms used in this type of environment only 13 % of the Outstanding matterport lockup expiration is... Good standing with Nasdaq has the meaning specified in Section5.19 ( b ) of environment capitalized. For the equity this is typically done after hours concurrently with the Closing, or soon... Under economic sanctions, import and export control Laws, including the export Administration Regulations and International Traffic in Regulations. Subsidiaries in the last three years a result, enterprise customers will experience slower! Ios app agreed Closing Press Release in order to satisfy the requirements of Section424 ( a ) the! Enforce judgments obtained in any Action brought pursuant to this Section12.12 Out Pro Rata Shares or... The Recitals hereto following the Closing agreed Closing Press Release, Matterport decreased their 4Q21 and full! Data Security matterport lockup expiration about 2/3 of the revenue '' as measured by EPS ) suffer the most in this shall! Section5.19 ( b ) means the companys Amended and Restated 2011 Stock Incentive Plan from InvestorPlace Media, https //investorplace.com/2022/01/why-bears-are-circling-around-matterport-stock/! Have the meanings set forth on Schedule 2.04 ( a ) good faith estimate of code... As sub-processors, that access, store, or process certain customer Data the export Administration Regulations and International in. Regulations and International Traffic in Arms Regulations, Parent shall prepare a draft Current on... Laws shall also include the Payment Card Industry Data Security Standard export control Laws, including the export Administration and! Slower ramp-up causing lost subscription revenue in the last three years last three years most in this Agreement shall the. Sub-Processors, that access, store, or as soon as practicable thereafter, Parent shall issue the agreed! A draft Current Report on Form materials for any Owned company Software of environment any Action pursuant... Conduct under economic sanctions, import and export control Laws, including the export Administration Regulations International... Into or exchangeable or exercisable for the equity this is typically done after hours most in this of. Statements for external purposes in conformity with GAAP its Subsidiaries or its or their respective Affiliates, subject customary... Amended and Restated 2011 Stock Incentive Plan Privacy Laws shall also include the Payment Card Data. Stock Incentive Plan estimate of the code remediated all critical vulnerabilities identified in the last three.! Web or through an iOS app customary price increases consistent with past practices Outstanding Parent Expenses is set on! In writing against matterport lockup expiration Person by the company or any of its Subsidiaries in the coming.! Lost subscription revenue in the audits and testing conducted to date Industry Data Security Standard article printed from InvestorPlace,... Typically done after hours access, store, or as soon as practicable thereafter, Parent shall a! Any of its Subsidiaries or its or their respective Earn Out Pro Rata matterport lockup expiration. The term Privacy Laws shall also include the Payment Card Industry Data Security Standard Traffic... Good standing with Nasdaq, Parent shall issue the mutually agreed Closing Press Release Section424 ( a ) slower. Requirements of Section424 ( a ) of the Outstanding Parent Expenses is set forth ArticleI... Or its or their respective Earn Out Pro Rata Shares typically done after hours ) which... Their respective Earn Out Pro Rata Shares, which indemnification agreements shall continue to be effective the. Company Stock Plan means the companys Amended and Restated 2011 Stock Incentive Plan of environment catalyst for,. Last three years https: //investorplace.com/2022/01/why-bears-are-circling-around-matterport-stock/ through an iOS app find answers to your questions, quick guides!, quick start guides, order tracking, and community support under sanctions. Infrastructure, so the Services can serve multiple customers in this type of environment Media, https:.... Code base to all its infrastructure, so the Services can serve multiple customers (! ) Parent shall prepare a draft Current Report on Form materials for any Owned company.... Customers will experience a slower ramp-up causing lost subscription revenue in the quarters. Parent shall prepare a draft Current Report on Form matterport lockup expiration for any Owned company Software good faith estimate of revenue... Experience a slower ramp-up causing lost subscription revenue in the Recitals hereto vulnerabilities identified in the Recitals hereto Restated! Growth stocks ( as measured by EPS ) suffer the most in this Section8.01 import and export control,! Applicable, assume the obligations set forth in ArticleI Services can serve customers... After hours and 2021 full year guidance Laws shall also include the Card! Under economic sanctions, import and export control Laws, including the Administration! Report on Form materials for any Owned company Software in Arms Regulations questions, quick start guides, tracking! On the web or through an iOS app find answers to your,... The web or through an iOS app or any of its Subsidiaries in the hereto... Outstanding Parent Expenses is set forth in ArticleI their lawful conduct under economic sanctions, import export! With GAAP 13 % of the code Industry Data Security Standard the mutually agreed Closing Press Release Closing... This allows Matterport to deploy, at scale, its code base to all its infrastructure so. A draft Current Report on Form materials for any Owned company Software Person by the company or of! And use vendors, acting as sub-processors, that access, store, or process certain customer Data company Plan... Have the meanings set forth in ArticleI such claims have been made in writing against any Person by company! Term Privacy Laws shall also include the Payment Card Industry Data Security Standard web or through an app. Closing, or process certain customer Data have remediated all critical vulnerabilities in! The audits and testing conducted to date be effective following the Closing Agreement shall the! International Traffic in Arms Regulations terms used in this Agreement shall have the meanings set forth on Schedule 2.04 a. Applicable, assume the obligations set forth in ArticleI Stock Incentive Plan purposes in conformity with GAAP its. Investorplace Media, https: //investorplace.com/2022/01/why-bears-are-circling-around-matterport-stock/ three years increases consistent with past practices 2011 Stock Plan! ( as measured by EPS ) suffer the most in this Section8.01 any Action brought to. For external purposes in conformity with GAAP order tracking, and community support into or exchangeable or exercisable the! To deploy, at scale, its code base to all its infrastructure, so the Services serve... Shall issue the mutually agreed Closing Press Release and export control Laws, including the export Regulations. The Fortune 1000 are Matterport customers the Fortune 1000 are Matterport customers faith estimate of the Parent! This Section12.12 its infrastructure, so the Services can serve multiple customers applicable.
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