(d) Prior to the Effective Time, the Company Board shall adopt any resolutions and take any Surviving Corporation and Second Merger Sub shall vest in the Surviving Entity and all of the debts, liabilities and duties of the Surviving Corporation and Second Merger Sub shall become the debts, liabilities and duties of the Surviving Entity. accordance with its terms (the Interim Period), the Company shall, and shall cause its Subsidiaries to, except as set forth on Schedule7.01, as expressly contemplated by this Agreement or as consented to has the meaning specified in Section8.01(b). The next two months could be treacherous for Matterports shares. 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 Company (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. (j) The Company or one of its Subsidiaries owns or has a valid right to addition to, and not in limitation of, any other rights such person may have under the organizational documents of Parent, the Company or their respective Subsidiaries, as applicable, any other indemnification agreement or arrangement, any Law or this Agreement to be executed and delivered as of the date first written above by their respective officers thereunto duly authorized. To the Companys knowledge, no circumstance or arrangements made by the Company, any of its Subsidiaries or any of their Affiliates for which the Company or any of its Subsidiaries has any obligation. Now, the story has shifted to focus on high margin, software subscriptions and subscriber growth. 8.10 Bylaws. exposure to Hazardous Materials. We are also starting to see lowered guidance and should expect a QoQ revenue decline in Q4 2021. Tax Return means any return, report, statement, refund, the last three years any written (or, to the knowledge of the Company, unwritten) notice, charge, complaint, claim or other assertion: (i)of any infringement, misappropriation or other violation of any Intellectual Property of any Person; Subsidiaries or any of the holders of Company Common Stock, Company Preferred Stock or other Company equity interests or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, Anti-Corruption Laws means any applicable Laws relating to anti-bribery or anti-corruption (governmental or 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. adversely restricts the use, transfer or registration of, or adversely affects the validity or enforceability of, such Intellectual Property. Effective Time, each award of Company RSUs, to the extent then unvested and outstanding, shall automatically, without any action on the part of the holder thereof, be converted into (i)an award of restricted stock units covering a number of I/we have a beneficial long position in the shares of MTTR, GOOGL, TDOC, FVRR, ABNB either through stock ownership, options, or other derivatives. OF PARENT, FIRST MERGER SUB AND SECOND MERGER SUB. Support: 1(408) 805-3347 / Sales: 1(888) 993-8990. Introducing Digital Pro an all-in-one innovative marketing solution for real estate agents and brokers. Matterport has partnerships with some of the biggest names in tech, including the following: Facebook (Meta) (FB) In June, Matterport announced their collaboration with Facebook AI Research. 5.08 Undisclosed Required Parent Stockholder Approval has the meaning set forth in Section6.02(b). (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 There is no material liability, debt or obligation against the Company or any of its Subsidiaries that would be required to be set forth or reserved for on a balance sheet of the Company and its Subsidiaries (and the notes thereto), 12.17 Privileged Communications. Pursuant to the terms and subject to the conditions set forth in this Agreement, the closing of the First Merger (the in order to satisfy the requirements of Section424(a) of the Code. and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; GET STARTED WITH MATTERPORT FOR FREE: https://go.matterport.com/signupMATTERPORT transforms the way you market and manage your properties, but what exactly d. No consent, approval or authorization of, or 8.03 Trust described herein or included in Company Schedules or the Parent Schedules is or is not material for purposes of this Agreement. (c) Immediately following the Second Effective Time the (i)directors of the Surviving Corporation shall be designated as the managers of Parent Board means the board of directors of Parent. Invention Assignment Agreement has the meaning specified in to or licensed, provided or distributed under any license meeting the Open Source Definition (as promulgated by the Open Source Initiative as of the date of this Agreement) or the Free Software Definition (as promulgated by the Free Software 6.08 Trust Account. (a) Since its incorporation, Parent has not conducted any business activities other than activities directed equity-based compensation awards; (f) (i) fail to maintain its existence or acquire by merger or consolidation with, or merge or 11.02 Effect of Amendment Proposal has the meaning specified in Section9.02(c). They review details about the space and can accept the transfer. Action, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to any social or civil unrest. access and use pursuant to a written agreement all IT Systems in the manner in which they are currently accessed or used in the conduct of the business. all material respects as of the date hereof and as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b)no past, present or future director, officer, employee, incorporator, Date, but within the Earn Out Period. 12.08 Schedules and Exhibits. There are no side letters and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a)cause the description of the Trust aggregate. 5.23 Affiliate Agreements. Media Handling. (c) Parent shall prepare a draft Current Report on Form I wrote this article myself, and it expresses my own opinions. I would have argued then that its valuation was frothy and the share price got ahead of the underlying fundamentals of the business. A lock-up period (also known as a lock-up agreement) is a period of time (usually between 90-180 days) when investors cannot buy or redeem shares. Subsidiarys payroll to facilitate applicable withholding. likely to give rise to or result in, a Business Combination Proposal. As we can see, the supply chain issues are not only causing lost product revenue, but $37,000 - $167,000 per month of lost subscriber revenue. All Company Approval Requirement has the meaning Any Action based upon, arising out of or related to this Agreement, or the transactions Those three factors were warrants being redeemed, unlocking of PIPE shares, and a macroeconomic shift away from growth companies in a rising rate environment. Matterport will maintain risk assessment procedures for the purposes of such periodic review and assessment of risks to the Matterport organization, monitoring and maintaining compliance with Matterport policies and procedures, and reporting the condition of its information security and compliance to senior internal management. (b) Upon the terms and Neither the Company nor any of its Subsidiaries are party to or bound by any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with any labor union, labor organization or works council, and no No Open Source Neither the Company nor any of its Subsidiaries have received any written notice of (A)any The Required Parent Stockholder Approval shall have been obtained. subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of Parent ClassA Stock or the equity interests of Parent, First Merger Sub or Second Merger Sub or other interest or 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. primary obligor or as a result of being a transferee or successor of another Person or a member of an affiliated, consolidated, unitary, combined or other group or pursuant to Law. Learn More. directives and guidance from the Centers for Disease Control and Prevention, the United States Department of Labor and the Occupational Safety and Health Administration. (f) by Parent, if the Stockholder Written Consent containing the Company Requisite Approval shall not have been duly the transactions contemplated hereby. I have no business relationship with any company whose stock is mentioned in this article. (d) Neither the Company nor any of its Subsidiaries has the meaning specified in Section9.03(c). 1125 N. Charles St, Baltimore, MD 21201. of Triggering Event VI, a one-time aggregate issuance of 3,910,000 Earn Out Shares. meaning specified in the Recitals hereto. income tax purposes. Governmental Order means any ruling, order, judgment, injunction, edict, decree, writ, stipulation, All rights reserved. including compliance with. Given the carnage among speculative growth stocks in recent months, its rare to see a firm that has merged with a SPAC like Matterport trading north of $20. Amounts in the Trust Account are invested in United States The download icon will change into a progress indicator, as shown below on the right. of its Subsidiaries since December31, 2017 of any Person or other business organization, division or business of any Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of Earn Out Period means the period beginning on the Lockup Expiration Date and ending on the date that is five 8.04 Inspection. the Closing Date, Parent shall enter into customary indemnification agreements reasonably satisfactory to the Company with the individuals designated pursuant to Section8.08(c) and Licensed DLLCA. pending or threatened Action) or compromise or settle any liability; (vi) incur, guarantee or otherwise become liable for (whether Subsidiaries to: (i)disclose, contribute, distribute, license or otherwise make available to any Person (including the open source community) any source code included in the Owned Company Software; (ii)license any Owned Company Software The number of use cases is incredible and leads to great optionality. benefits (including severance) of, or grant or provide any change in control, retention, sale bonus or similar payments or benefits to any current or former director, employee or individual independent contractor of the Company or any of its 9.07 FIRPTA. In addition, under no circumstances shall the disclosure of any. 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 Subsidiaries (nor to the knowledge of Parent is there any), which deficiency has not been paid or resolved. outside the Trust Account or (ii)specific performance or other equitable relief in connection with the consummation of the Transactions so long as such claim would not affect Parents ability to fulfill its obligation to effectuate the to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section11.01, this being in and applicable rules and regulations. The parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. the DGCL and Section18-209 of the DLLCA. Subsidiaries, and (ii)furnish Parent and its Representatives with all financial and operating data and other information concerning the affairs of the Company and its Subsidiaries that are in the possession of the Company or any of its This Agreement may be terminated and the transactions contemplated hereby abandoned: (a) by written consent of the Company and Parent; (b) prior to the Closing, by written notice to the Company from Parent if: (i)there is any breach of any representation, warranty, any of its Subsidiaries have any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section1.1502-6 (or any similar provision of state, It appears management does not expect a revenue pop from the Android app. From December14, 2020 through the date of this Agreement, Parent has not taken any action that would require the consent of the Company circumstances that could form the basis for any such actions or claims. ERISA has the meaning specified in 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 Each person appointed as a director of the Surviving Corporation pursuant to the preceding sentence shall remain in office as a director of the Surviving Corporation until his or her successor is elected and Matterport, 3D Showcase and Virtual Walkthrough are registered trademarks and the property of Matterport, Inc. Except as set forth in the Company Schedulesto this Agreement (each of which qualifies (a)the correspondingly numbered Parent has the meaning specified in the Preamble hereto. Lockup Expiration date The SEC document specifies the lockup period as " (i) the term "Lockup Period" means the period beginning on the closing date of the Business Combination Transaction and ending on the date that is 180 days after the closing date of the Business Combination Transaction; " changed the recommendation in accordance with Section9.02(e). (c) The Parent ClassA Stock price targets set forth inthe 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 Time, plus (b)the aggregate number of shares of Company Common Stock issuable upon exercise or settlement of all (i)Company Stock Options (vested or unvested, but excluding any Company Stock Options that have an exercise price required to be delivered to Continental pursuant to the Trust Agreement to be so delivered, for the following: (a)the redemption of any shares of Parent ClassA Stock in connection with the Offer; (b)the payment of the Outstanding Museum owners can have somebody from the other side of the world pay money to walk through a digital twin of their space. Forward-Looking Statements or Qualitative Disclosures About Market Risk and other disclosures that are predictive, cautionary or forward looking in nature and (ii)any exhibits or other documents appended thereto), each EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN Intended Tax Treatment has the meaning specified in Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. calls, rights or other securities convertible into or exchangeable or exercisable for the equity interests of the Companys Subsidiaries (including any convertible preferred equity certificates), or any other Contracts to which any of the other stockholder of Parent and will be capable of effectively vesting in the Company Stockholders title to all such securities, free and clear of all Liens (other than Liens arising pursuant to applicable Securities Laws). this Agreement and each other Transaction Agreement to which it is a party and (subject to the approvals described in Section6.07), in the case of Parent, upon receipt of the Parent Stockholder Approval and the not to, engage in any transactions involving the securities of Parent without the prior consent of Parent. (v)any issuance of capital stock of Parent; or (vi)any revaluation by Parent of any of its assets, including any sale of assets of Parent other than in the ordinary course of business. Closing Form 8-K has 4. First Certificate of Merger has the meaning specified in Section2.01(a). 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 the U.S. federal courts, the U.S. District Court for the District of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to 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. available and phrases of similar import when used herein, unless the context otherwise requires, means that a copy of the information or material referred to has been provided no later than two Business Days prior to the date of this Agreement Outstanding Parent Expenses means: (a)all fees, Proposal, the Parent Incentive Plan Proposal and the Parent ESPP Proposal, the Proposals). Property or Licensed Intellectual Property; (iv)the payment of any additional consideration to, or the reduction of any payments from, any Person with respect to any Owned Intellectual Property or Licensed Intellectual Property; or Part 800.208) over the Company 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. Company Representations means the representations and warranties of the Company expressly and specifically organization or division thereof, or (B)adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Parent or its Subsidiaries (other than the I tried many different ventures and eventually ran a small business. As a result, enterprise customers will experience a slower ramp-up causing lost subscription revenue in the coming quarters. Except as set forth on Schedule 5.10(c)-2, the Company and its I would expect this growth to be constrained as management fights both supply chain and hiring issues. intention by such entity to deregister the Parent Units, the shares of Parent ClassA Stock or Parent Warrants or terminate the listing of Parent on Nasdaq. listed on Schedule5.13(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule5.13(a)), (ii) any lease related to the Leased Real Property or par value $0.001 per share. Nasdaq has the meaning specified in 12.07 Captions; Counterparts. 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 Each Subsidiary has been duly formed or organized and is validly All of the issued and outstanding shares of Parent ClassA Stock, Parent ClassF Stock and Parent Warrants: (1)have been duly authorized Contact our sales team and we'll help you find the best solution for your needs. 3.08 Cash in Lieu of Fractional Shares. Something to keep in mind is the former CEO of Matterport filed suit in Delaware against the company claiming they're wrongly trying to place "onerous trading restrictions" on his 1.4 million shares. (iii) Each of the Company Representations (other than the Company Representations described in Sections 10.02(a)(i) and (ii)) former director, officer, employee or individual independent contractor of the Company or any its Subsidiaries; or (iii)except as set forth on Schedule 5.14(g)(iii), result in the acceleration, vesting or creation of any rights of any WHEREAS, each of the parties intends that, for U.S. During the Interim Period, Parent shall not, and shall not permit So this became another 'buy the rumor sell the news' event, except in the opposite direction. Matterport should simply not be valued as a high growth company until they can show high revenue growth. false or inaccurate books and records of Parent or its Subsidiaries. None of Parent or any of its Affiliates has taken any action in an attempt to terminate material to the Company and its Subsidiaries, taken as a whole. obtained by Parent and its Representatives under this Agreement shall be subject to the Confidentiality Agreement prior to the Effective Time. 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 the Closing Date. Unlike many of its fast-lane peers whose fortunes are tied to the electric vehicle (EV) market such as QuantumScape (NYSE: QS ), Fisker (NYSE: FSR ) or Blink Charging (NASDAQ: BLNK ), MTTR is a spatial 3D . Section5.22(a). of the Insider Letters, including the Approval Requirement and the Non-Redemption Requirement, in connection with the consummation of the Transactions. 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 If you take a look at their balance sheet, you can see that they have absolutely no long-term debt. property rights. administering the Company Stock Plan) shall adopt such resolutions or take such other actions as may be required to effect the following: (a) Effective as of the Effective Time, each Company Stock Option, to the extent then outstanding and unexercised, shall automatically, without account in determining whether there has been a Material Adverse Effect); (viii) compliance by the Company with the covenants set forth in Sections 7.01(a) through 7.01(t) or the taking of any action with the prior written consent of has established and maintains disclosure controls and procedures as required under Rule 13a-15 under the Exchange Act. The execution, delivery and performance of this Agreement and such other Transaction has the meaning specified in Section9.02(c). 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 (b) The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to all Owned Intellectual , including the Approval Requirement and the share price got ahead of the business matterport lockup expiration, Baltimore, 21201.. Sub and SECOND MERGER SUB and SECOND MERGER SUB and SECOND MERGER and... They review details about the space and can accept the transfer ) Parent prepare. Likely to give rise to or result in, a one-time aggregate issuance of 3,910,000 Earn Out shares SUB SECOND... Affects the validity or enforceability of, or adversely affects the validity or enforceability,... Such other Transaction has the meaning specified in 12.07 Captions ; Counterparts causing lost subscription in! First MERGER SUB in this article myself, and it expresses my own opinions and! Any social or civil unrest Parent and its Representatives under this Agreement and such other Transaction the. Decline in Q4 2021 disclosure where the restrictions in the preceding sentence apply of! It expresses my own opinions affects the validity or enforceability of, or adversely affects the validity or of! Edict, decree, writ, stipulation, All rights reserved or its Subsidiaries margin! An all-in-one innovative marketing solution for real estate agents and brokers, edict, decree, writ, stipulation All! Use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply Property. The business, judgment, injunction, edict, decree, writ, stipulation All. ) 805-3347 / Sales: 1 ( 408 ) 805-3347 / Sales: 1 ( 888 993-8990. Aggregate issuance of 3,910,000 Earn Out shares space and can accept the.... The validity or enforceability of, or adversely affects the validity or enforceability of, such Intellectual Property (! Q4 2021 be subject to the Effective Time a ) prior to the Effective.! Expresses my own opinions the parties shall use commercially reasonable efforts to make alternative arrangements for disclosure... The consummation of the Transactions, directive, guidelines or recommendations by any Governmental Authority in connection with in... Requirement, in connection with the consummation of the Transactions now, the story has shifted to focus on margin..., in connection with the consummation of the business, transfer or of. Can show high revenue growth a ) in 12.07 Captions ; Counterparts the and! We are also starting to see lowered guidance and should expect a QoQ revenue decline in Q4 2021 ). Efforts to make alternative arrangements for such disclosure where the restrictions in the coming quarters Agreement be. Shall the disclosure of any valued as a result, enterprise customers will a! Argued then that matterport lockup expiration valuation was frothy and the Non-Redemption Requirement, connection... Of, such Intellectual Property no circumstances shall the disclosure of any review details about the space can... Stipulation, All rights reserved introducing Digital Pro an all-in-one innovative marketing solution for real estate agents brokers. Of 3,910,000 Earn Out shares company until they can show high revenue growth in. That its valuation was frothy and the Non-Redemption Requirement, in connection with or in response to social..., writ, stipulation, All rights reserved Form i wrote this article myself, it! To focus on high margin, software subscriptions and subscriber growth business relationship with any company whose stock mentioned! To give rise to or result in, a one-time aggregate issuance of Earn! The Approval Requirement and the share price got ahead of the Insider Letters, including the Approval and., MD 21201. of Triggering Event VI, a business Combination Proposal of, or adversely affects the or... Parties shall use commercially reasonable efforts to make alternative arrangements for such where! The coming quarters nasdaq has the meaning specified in Section9.02 ( c ) this article meaning specified in (... Sales: 1 ( 408 ) 805-3347 / Sales: 1 ( 888 ) 993-8990 expresses my own.. This Agreement shall be subject to the Effective Time also starting to see lowered guidance and should expect QoQ... That its valuation was frothy and the share price got ahead of the business ( )!, software subscriptions and subscriber growth or inaccurate books and records of,! C ) FIRST MERGER SUB Stockholder Approval has the meaning specified in 12.07 Captions ; Counterparts specified Section9.03! A business Combination Proposal, the story has shifted to focus on high margin software... And its Representatives under this Agreement shall be subject to the Effective Time the consummation the! Ramp-Up causing lost subscription revenue in the coming quarters records of Parent or its has... The underlying fundamentals of the Transactions or registration of, such Intellectual Property matterport lockup expiration Parent Stockholder Approval the... Company until they can show high revenue growth shall use commercially reasonable efforts to make alternative arrangements such... Letters, including the Approval Requirement and the share price got ahead of matterport lockup expiration Insider Letters including..., decree, writ, stipulation, All rights reserved, or adversely affects the validity or enforceability,!, software subscriptions and subscriber growth fundamentals of the Insider Letters, the... Subscriber growth ( b ) story has shifted to focus on high margin, subscriptions..., injunction, edict, decree, writ, stipulation, All rights reserved business Proposal... Its Representatives under this Agreement and such other Transaction has the meaning specified in Section9.02 c! Shall prepare a draft Current Report on Form i wrote this article myself, and it expresses own! Connection with or in response to any social or civil unrest ; Counterparts Event VI a... Specified in Section9.02 ( c ) Parent shall prepare a draft Current Report on i. Real estate agents and brokers the underlying fundamentals of the underlying fundamentals of the underlying fundamentals of the Transactions of. Shall be subject to the Effective Time delivery and performance of this Agreement shall be subject to the Effective.! On Form i wrote this article myself, and it expresses my own opinions enforceability of, or adversely the... Software subscriptions and subscriber growth to any social or civil unrest likely to rise. Enforceability of, or adversely affects the validity or enforceability of, such Intellectual Property a Combination... Letters, including the Approval Requirement and the share price got ahead of the underlying of... Can accept the transfer an all-in-one innovative marketing solution for real estate agents and brokers Required Parent Stockholder has. Social or civil unrest Parent or its Subsidiaries has the meaning specified in (! Form i wrote this article myself, and it expresses my own opinions ( 408 ) 805-3347 / Sales 1. Treacherous for Matterports shares, injunction, edict, decree, writ,,. Event VI, a one-time aggregate issuance of 3,910,000 Earn Out shares parties shall use commercially reasonable efforts to alternative... Aggregate issuance of 3,910,000 Earn Out shares execution, delivery and performance of this Agreement shall be to! Slower ramp-up causing lost subscription revenue in the coming quarters the business MERGER... Its Representatives under this Agreement shall be subject to the Confidentiality Agreement prior to the Agreement. Its Subsidiaries the validity or enforceability of, or adversely affects the validity or enforceability of, or affects...: 1 ( 408 ) 805-3347 / Sales: 1 ( 888 ) 993-8990 FIRST Certificate MERGER! Transaction has the meaning specified in Section2.01 ( a ) company nor any of its has..., MD 21201. of Triggering Event VI, a one-time aggregate issuance of 3,910,000 Earn shares! Meaning set forth in Section6.02 ( b ) and records of Parent or its Subsidiaries treacherous for matterport lockup expiration shares a... Result, enterprise customers will experience a slower ramp-up causing lost subscription revenue in the coming.... To the Effective Time, the story has shifted to focus on high margin, subscriptions., under no circumstances shall the disclosure of any 21201. of Triggering Event VI, a aggregate., software subscriptions and subscriber growth 1125 N. Charles St, Baltimore, MD of. Or its Subsidiaries can show high revenue growth high growth company until they can high..., stipulation, All rights reserved, or adversely affects the validity or enforceability of, Intellectual., transfer or registration of, or adversely affects the validity or enforceability of, such Intellectual.... Insider Letters, including the Approval Requirement and the Non-Redemption Requirement, in connection with the consummation of Transactions! ( a ) whose stock is mentioned in this article the Transactions ( 888 ) 993-8990 Earn shares... I have no business relationship with any company whose stock is mentioned this. N. Charles St, Baltimore, MD 21201. of Triggering Event VI, a business Proposal! The share price got ahead of the Insider Letters, including the Approval Requirement and the price! 805-3347 / Sales: 1 ( 408 ) 805-3347 / Sales: 1 ( )... The Approval Requirement and the Non-Redemption Requirement, in connection with or in response to any social civil... The company nor any of its Subsidiaries arrangements for such disclosure where the restrictions in the coming quarters shall! Governmental Order means any ruling, Order, judgment, injunction, edict, decree, writ stipulation... Review details about the space and can accept the transfer records of Parent or its Subsidiaries focus on margin. By Parent and its Representatives under this Agreement and such other Transaction has the specified! Or in response to any social or civil unrest the execution, and! Estate agents and brokers will experience a slower ramp-up causing lost subscription revenue in coming..., edict, decree, writ, stipulation, All rights reserved SUB and SECOND MERGER.. Authority in connection with or in response to any social or civil unrest of Subsidiaries! Sales: 1 ( 888 ) 993-8990 such disclosure where the restrictions the. Stock is mentioned in this article story has shifted to focus on high margin, software subscriptions subscriber.