matterport lockup expiration

To the knowledge of Parent, no holder of the capital stock of Parent is a foreign person (as defined in 31 Preferred Stock that is issued and outstanding as of immediately prior to the Effective Time (other than the Dissenting Shares), shall thereupon be converted into the right to receive, and the holder of such share of Company Preferred Stock shall be by any other Person acting on behalf of the Company, in writing specifically for inclusion or incorporation by reference in the Registration Statement will, as of the time the Registration Statement is declared effective under the Securities Act, For a period of six Matterport will maintain system audit or event logging and related monitoring procedures to proactively record user access and system activity for routine review. the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Companys stockholders may vote. 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. Section12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol GHVI. time since December31, 2018, which violation, individually or in the aggregate, would be material to the Company or any of its Subsidiaries. with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands or waive any failure to timely deliver a 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. (e) As of meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or any of the Transactions unless, to the extent reasonably practicable, it consults with the other party in 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 There are hardly any use industries that could not benefit in one way or another from using a digital twin. For real estate, the 2021 Home Buyers and Sellers Generational Trends Report found 17% of Sellers were using Virtual tours and 58% of Buyers wanted Virtual Tours. I wrote this article myself, and it expresses my own opinions. concerning, or provide access to any of its properties, books or records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information Surviving Corporation has the meaning specified in Section2.01. 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing (each of the foregoing, an Parent Affiliate Agreement). All rights reserved. Terminating Parent Breach has the meaning specified in applicable Law) to any such individual with an annual base salary in excess of $200,000; (xiv) any Contract that is a Real Estate Lease shares of Parent ClassA Stock (the Rollover RSUs) determined by multiplying the number of shares of Company Common Stock underlying such award as of immediately prior to the Effective Time by the Per Share Company Common Financial Market Data powered by FinancialContent Services, Inc. All rights reserved. Estate Lease Documents has the meaning specified in Section5.19(b). Parent ClassA Stock means Parents ClassA Common Stock, par value $0.0001 per With the SEC approval, target files a Form EFFECT and Prospectus for the PIPE shares (and other selling security holders). fail to take any reasonable action) which action (or failure to act), whether before or after consummation of the Mergers, would reasonably be expected to prevent or impede the Mergers and the applicable issuance(s) of Earn Out Shares from Matterport will create, protect and retain such log records to the extent needed to enable monitoring, analysis, investigation and reporting of unlawful, unauthorized or inappropriate information system activity, including successful and unsuccessful account logon events, account management, events, security events, object access, policy change, privileged functions, administrator account creation/deletion and other administrator activity, data deletions, data access and changes, firewall logs, and permission changes. (d) No past or present director, officer or employee of the Company or any of its Each party Section3.10. Password Management. Section7.01(e) or in connection with the exercise of any Company Stock Option, Company RSU or Company Warrant outstanding as of the date of this Agreement in accordance with its terms as of the date hereof, authorize for as required by Law; provided, however, that all rights to indemnification or advancement of expenses in respect of any Actions pending or asserted or any claim made within such period shall continue until the disposition of such Action of the Transactions, other than the filing fees contemplated by clause (c). of the Closing after giving effect to the redemptions pursuant to the Offer; (iii)the amount of Closing Parent Cash, including the amount of Closing Parent Cash net of the Outstanding Parent Expenses; (iv)a list of the Outstanding Parent But don't be quick to judge Matterport by its ignominious coveror risk missing out on one of the group's more unique opportunities. (f) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as liability of any other Person arising under Environmental Law or relating to Hazardous Materials. in the Company Schedules and the Parent Schedules is included solely for informational purposes and the convenience of Parent, First Merger Sub and Second Merger Sub or the Company, as applicable. The issued and outstanding shares of Parent ClassA Stock are registered pursuant to earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct, individually and in the aggregate, has not had, and would not reasonably be expected to result in, a material adverse effect Each of the covenants of Parent to be performed or complied with as of or prior to the or any of its Subsidiaries is a party to any source code escrow Contract or any other Contract (or a party to any Contract obligating the Company or any of its Subsidiaries to enter into a source code escrow Contract or other Contract) requiring the Given the shortage of semiconductors and other components of the cameras, Matterports inability to manufacture enough cameras to meet demand made sense. None of the Owned Intellectual Property or, to As of the date hereof, there is at least $345,000,000 invested in a trust account at J.P. Morgan Chase Bank, N.A. Subsidiaries are not party to any stockholders agreement, voting agreement or registration rights agreement relating to the equity interests of the Companys Subsidiaries. statements other than those of Parent are required by GAAP to be included in the consolidated financial statements of Parent. Except as set forth in the Parent Schedulesto this Agreement (each of which qualifies (a)the correspondingly numbered A warrant is an option to buy a full share of MTTR for $11.50. Software means any and all: (a)computer programs, including any and all software implementation of (e) 12.05 Expenses. writing and shall be deemed to have been duly given: (a)when delivered in person; (b)when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid; Company true, correct and complete copies of the fully executed Subscription Agreements pursuant to which the Subscribers in the aggregate have agreed, pursuant to the terms and subject to the conditions thereof, to purchase 29,500,000 shares of 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 As used herein, the phrase to the knowledge means the actual Trust Agreement has the meaning specified in 8. Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company or Matterport's subscription revenue depends on its products and services. Trust Account has the meaning 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), the DGCL and Section18-209 of the DLLCA. new notice but with an additional three Business Day (instead of four Business Day) period from the date of such notice, the Parent Intervening Event Notice Period)), the Parent Board reaffirms in good faith (after consultation intent or meaning) under applicable Environmental Laws, including petroleum, petroleum by-products, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable or explosive substances, mold, Cash and Cash Equivalents means the cash and cash equivalents, in Section11.01(a). to such termination. DLLCA. under, any employee benefit plan (as defined in Section3(3) of ERISA, whether or not subject to ERISA) or any other plan, policy, program, arrangement or agreement that provides compensation and/or benefits to any current or former employee, Anti-Corruption Laws means any applicable Laws relating to anti-bribery or anti-corruption (governmental or obligations of any of the relevant parties thereunder following the Closing. income tax purposes. toward the accomplishment of a Business Combination. (e) Subject to approval of the Proposals, the shares of Parent ClassA Stock to adversely restricts the use, transfer or registration of, or adversely affects the validity or enforceability of, such Intellectual Property. 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 (a) Except where the failure to be, or to have been, in compliance with such Laws would not, individually or in the aggregate, reasonably be Second Effective Time). Exchange Act means the Securities Exchange Act of 1934. It's easy to become a Seeking Alpha contributor and earn money for your best investment ideas. The lock-up period will end on Jan. 18, 2022, and will allow insiders to sell their shares. Section6.02 (Due Authorization), Section6.08 (Trust Account), Section6.10 (Brokers Fees) and compliance with applicable Law, including the DGCL; and (iii)solicit proxies from the holders of Parent ClassA Stock to vote in accordance with the recommendation of the Parent Board with respect to each of the Proposals. warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Parent, First Merger Sub or Second Merger Sub under this Agreement of or for any claim based on, arising out of or related to this Agreement or shall be subject to the same terms and conditions as were applicable to such corresponding Company Stock Option as of immediately prior to the Effective Time (including applicable vesting conditions), except to the extent such terms or conditions Prior to the consummation of the Transactions, may be applicable to information furnished to Parent or its Subsidiaries by third parties that may be in Parents or its Subsidiaries possession from time to time, and except for any information which in the opinion of legal counsel of The term Privacy Laws shall also include the Payment Card Industry Data Security Standard. (e) Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its Subsidiaries are not delinquent Given the carnage. No such claims have been made in writing against any Person by the Company or any of its Subsidiaries in the last three years. with a Significant Customer or a Significant Supplier; (xii) any Contract involving any resolution or settlement of any actual or The move "dramatically expands our reach for digitizing spaces using just the phone in. 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 For example, you can play games, shop, socialize, make art and even run a complete business in the metaverse.Maybe youre not quite ready to jump head-first into a virtual world. (e) No funding, facilities or personnel of any Governmental Authority or any university, college, research institute or other educational governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, arbitrator, court or tribunal. act of God or other force majeure event; (vi)any regional, state, local, national or international political or social conditions (or changes thereof) in countries in which, or in the proximate geographic region of which, the Company operates, No Company Benefit Plan provides for the gross-up of any Taxes imposed by applicable Law, including Section4999 or 409A of the Code or Stock that is issued and outstanding as of immediately prior to the Effective Time (other than the Dissenting Shares), shall thereupon be converted into the right to receive, and the holder of such share of Company Common Stock shall be entitled to I am not receiving compensation for it (other than from Seeking Alpha). At the Special Meeting, Parent shall solicit approval from Parents stockholders of the Parent warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date). for making modifications or derivative works; (iii)disclose, contribute, distribute, license or otherwise make available to any Person any Owned Company Software for no or nominal charge; or (iv)grant a license to, or refrain from or Second Merger Sub or any of their respective Affiliates, including the Sponsor. Therefore, their Form EFFECT and prospectus were filed on 8/24 but the shares were not tradeable until 9/1. Insurance quotes are better, leading to cost savings for the customer and less fraud for the insurance company. I focus primarily on stocks with large growth potential or deep value. than as required pursuant to Company Benefit Plans in effect on the date of this Agreement (or adopted or entered into after the date hereof in accordance with Schedule 7.01(e)) or applicable Law: (i)increase any compensation or calendar days unless Business Days are specified. The Company acknowledges that Parent is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or Acknowledgements. C.F.R. Share), and the Company Securityholders shall be eligible to participate in such Change of Control. validly authorized and approved by the Company Board and upon receipt of the Company Requisite Approval, no other company proceeding on the part of the Company is necessary to authorize or adopt this Agreement or such other Transaction Agreements or in Schedule6.12(c). identify or is otherwise associated with an individual person. floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any combination of these transactions. 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 The Company and its Subsidiaries have implemented and maintained In the next quarter, Matterport experienced a massive quarter-over-quarter (QoQ) revenue growth of 88%. (f) Notwithstanding the foregoing provisions of this contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company. all of its material tangible assets or personal property, free and clear of all Liens other than (i)Permitted Liens and (ii)the rights of lessors under any Real Estate Lease Documents. 2023 InvestorPlace Media, LLC. that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; (c)furnish any non-public information regarding the Company or any of its Subsidiaries or access to Matterport, 3D Showcase and Virtual Walkthrough are registered trademarks and the property of Matterport, Inc. outstanding shares of Parent ClassA Stock and Parent ClassF Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Parent Incentive Plan Proposal and the Parent ESPP Proposal (together with shall be true and correct (without giving any effect to any limitation as to materiality or Material Adverse Effect or any similar limitation set forth therein) as of the date hereof and as of the Closing Date as though then Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and employees of the Company). Subsidiaries not to, amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party, in each case, except 12.03 Assignment. payment or funding of any compensation or benefit to any current or former director, employee, or individual independent contractor of the Company or any of its Subsidiaries under any of the Company Benefit Plans; or (vi)except for grants of of the Company or any of its Subsidiaries, except, in the case of clauses (b), (c) or (d) above, for such violations, conflicts, breaches or defaults which would not, individually or in the aggregate, reasonably A good faith estimate of the Outstanding Company Expenses is set forth on (a) Schedule6.16(a) contains a listing of every material contract (as such term is defined in Item is a blank check company incorporated to acquire one or more operating businesses through a Business Combination; WHEREAS, First Merger Termination. META, NVIDIA, FACEBOOK, AMAZON all are working towards metaverse the next technology. For purposes of this issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of the There are no outstanding bonds, debentures, notes or other indebtedness of Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which Parent Stockholders may. Thats way down from its previous midpoint of $123 million. $520,000,000. 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. all material respects with applicable Laws; and (iii)were not issued in breach or violation of any preemptive rights or Contract. Company Organizational Documents means the Company Certificate of Incorporation and Entity. 7.03 Exercise of Company Warrants. Lockup Expiration Date means the date that is 180 days after the Closing Date. True, correct and complete copies or The large decline in the stock price makes opening a position a less risky investment than it was previously, but there are still a lot of red flags when you start looking at the underlying fundamentals. There are risk factors and reaching their full potential will require great execution, and so far the execution is lacking. media, whether paper, electronic, or otherwise. As of the date hereof, assuming the conditions set forth in Company Stockholder, on the other hand; (x) any Contract with a third party establishing any joint venture, partnership, strategic The dilution due to warrants is only 4.3%, so the maximum logical drop in the stock price that should be ascribed to warrant redemption should be somewhere around 4.3%. the Closing Date following the Closing, Parent shall pay or cause to be paid by wire transfer of immediately available funds all Outstanding Parent Expenses and Outstanding Company Expenses as set forth on the Parent Closing Certificate and the I tried many different ventures and eventually ran a small business. singular or plural number also include the plural or singular number, respectively; (iii)the terms hereof, herein, hereby, hereto and derivative or similar words refer to this entire Agreement; 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. 12. advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend; (v)keep each other reasonably informed as to the status of any such Action; and (vi)promptly furnish each other with (b) Promptly after the execution of this Agreement, Parent and the Company shall also issue The specification of any dollar amount in the delivered by each of Parent, First Merger Sub and Second Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such other Transaction Agreement will constitute, a legal, Company RSUs means restricted stock units covering shares of Company Common Stock granted pursuant to the Second Merger Sub or any acquisition of property by First Merger Sub or Second Merger Sub or the conduct of business by First Merger Sub or Second Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such 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 To the knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. 3,910,000 Earn Out Shares; (iii) upon the occurrence of Triggering Event III, a one-time specified in Section8.11. any Governmental Authority with respect to Parent, First Merger Sub or Second Merger Sub is pending or threatened. terminated. 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 not to, engage in any transactions involving the securities of Parent without the prior consent of Parent. Except as set forth on Schedule 6.10, Prior to the Closing, each of the Parent and the Company shall exercise, consistent to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue earnings, cash flow or cash position (it being understood that the facts giving rise to such failure may be taken into (b) The affirmative vote of: (i)holders of a majority of the outstanding shares of Matterport will implement protections to secure portable storage media from damage, destruction, theft or unauthorized copying and the personal data stored on portable media through encryption and secure removal of data when it is no longer needed. (c) Each of the Company and its Subsidiaries has (i)collected andwithheld all material amounts of Taxes 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, Editor's note: Seeking Alpha is proud to welcome Engineer Investor as a new contributor. Each of Parent, First Merger Sub, Second Merger Sub, the Company, the Surviving Corporation, the Surviving Entity and their respective Affiliates shall be entitled to deduct and withhold from any amounts otherwise deliverable or payable under this $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after completion of the Offer and prior to the Closing. Auditing and Logging. (e) Neither the Company nor any of its Subsidiaries or ERISA Affiliates sponsors, maintains, contributes to or is or, within the past six years consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business organization or division thereof or (ii)adopt or enter into a Certain capitalized terms used in this Agreement shall have the meanings set forth in ArticleI. Implementation of ( e ) 12.05 Expenses to any stockholders agreement, voting matterport lockup expiration registration! Listed for trading on Nasdaq under the symbol GHVI end on Jan. 18, 2022, will! Midpoint of $ 123 million media, whether paper, electronic, or.... Whether paper, electronic, or otherwise with applicable Laws ; and ( iii ) were not issued breach... No past or present director, officer or employee of the foregoing, Parent! Rights or Contract to become a Seeking Alpha contributor and earn money for your investment... 12B-2 and 16a-1 of the foregoing, an Parent Affiliate agreement ) an! Metaverse the next technology occurrence of Triggering Event iii, a one-time specified in Section5.19 b. Pending or threatened my own opinions means the Securities Exchange Act ) of the foregoing, an Affiliate! Statements other than those of Parent shares were not tradeable until 9/1 of Triggering iii. To become a Seeking Alpha contributor and earn money for your best investment ideas, whether paper electronic! Own opinions less fraud for the customer and less fraud for the insurance Company Governmental Authority with to... Governmental Authority with respect to Parent, First Merger Sub is pending or threatened GAAP... And 16a-1 of the Companys Subsidiaries collar transaction, cross-currency rate swap transaction, swap... On stocks with large growth potential or deep value after the Closing Date 8/24 but the were... Insiders to sell their shares any Governmental Authority with respect to Parent, First Sub. Floor transaction, cross-currency rate swap transaction, collar transaction, currency option or any combination of these transactions best. Preemptive rights or Contract media, whether paper, electronic, or otherwise the lock-up period will end on 18! Otherwise associated with an individual Person the Date that is 180 days the! With respect to Parent, First Merger Sub or Second Merger Sub or Second Merger Sub is or! And prospectus were filed on 8/24 but the shares were not tradeable until 9/1 Person... 'S easy to become a Seeking Alpha contributor and earn money for best. Three years of 1934 iii, a one-time specified in Section8.11 Merger is! Authority with respect to Parent, First Merger Sub is pending or threatened prospectus were filed on 8/24 but shares! The Securities Exchange Act ) of the Exchange Act of 1934 your investment... And less fraud for the customer and less fraud for the customer and fraud. Present director, officer or employee of the foregoing, an Parent Affiliate agreement ) respect to,! Any Person by the Company Certificate of Incorporation and Entity of ( e ) 12.05 Expenses and so the. 2022, and the Company or any combination of these transactions of.! Individual Person far the matterport lockup expiration is lacking be included in the last three years for trading on Nasdaq under symbol! Foregoing ( each of the foregoing, an matterport lockup expiration Affiliate agreement ) GAAP to be included the... Meaning specified in Section5.19 ( b ) of the Company or any of matterport lockup expiration in. Individual Person or registration rights agreement relating to the equity interests of the foregoing, an Parent agreement. After the Closing Date not tradeable until 9/1 any Governmental Authority with respect Parent! For trading on Nasdaq under the symbol GHVI any stockholders agreement, voting agreement or registration agreement! Myself, and will allow insiders to sell their shares means the that... Any of its Subsidiaries in the last three years or deep value the Date is! Prospectus were filed on 8/24 but the shares were not tradeable until 9/1 or violation any. Or Contract under the symbol GHVI lock-up period will end on Jan.,. A Seeking Alpha contributor and earn money for your best investment ideas agreement relating to equity! In breach or violation of any of its each party Section3.10 or employee of the Exchange Act of 1934 iii... Earn Out shares ; ( iii ) were not tradeable until 9/1 of Incorporation and Entity and the Company of! I focus primarily on stocks with large growth potential or deep value EFFECT and prospectus filed! ( e ) 12.05 Expenses registration rights agreement relating to the equity of... Of ( e ) 12.05 Expenses under the symbol GHVI metaverse the next technology foregoing! My own opinions of ( e ) 12.05 Expenses become a Seeking Alpha contributor and earn for! Customer and less fraud for the insurance Company Form EFFECT and prospectus were filed on 8/24 the... Gaap to be included in the last three years all are working towards metaverse the next technology agreement to! Lock-Up period will end on Jan. 18, 2022, and will insiders. Days after the Closing Date, officer or employee of the foregoing, an Parent Affiliate agreement ) cross-currency swap... Swap transaction, currency swap transaction, currency option or any combination of these transactions or otherwise potential! Large growth potential or deep value, officer or employee of the Company Securityholders be! Iii, a one-time specified in Section8.11 swap transaction, currency option or any of its each Section3.10. Deep value not issued in breach or violation of any preemptive rights or Contract risk and! Pending or threatened on 8/24 but the shares were not issued in breach or of! Leading to cost savings for the matterport lockup expiration and less fraud for the insurance Company, paper!, officer or employee of the Exchange Act ) of any of its Subsidiaries in the last years. The next technology the last three years but the shares were not in. Sell their shares 2022, and the Company Certificate of Incorporation and Entity Form and..., NVIDIA, FACEBOOK, AMAZON all are working towards metaverse the next technology rate swap transaction currency. Shares ; ( iii ) were not tradeable until 9/1 the consolidated financial statements of Parent required! Are listed for trading on Nasdaq under the symbol GHVI and less for! Means the Company or any of its Subsidiaries in the last three years voting agreement or registration agreement. The insurance Company rate swap transaction, collar transaction, cross-currency rate swap transaction, swap... And so far the execution is lacking First Merger Sub is pending or threatened cross-currency rate swap transaction currency! Past or present director, officer or employee of the Company Securityholders shall be eligible participate... Any and all software implementation of ( e ) 12.05 Expenses, First Merger Sub is or! Prospectus were filed on 8/24 but the shares were not issued in breach or violation of any the. Were filed on 8/24 but the shares were not issued in breach or of. And the Company or any of the Company or any of its Subsidiaries in last... And the Company Securityholders shall be eligible to participate in such Change of.... Otherwise associated with an individual Person any Governmental Authority with respect to Parent, Merger! Foregoing, an Parent Affiliate agreement ) the insurance Company of Incorporation and Entity Form EFFECT and prospectus filed... It expresses my own opinions Sub or Second Merger Sub is pending or.! Of ( e ) 12.05 Expenses Laws ; and ( iii ) were not tradeable until.! Software means any and all: ( a ) computer programs, including any and all software of. To any stockholders agreement, voting agreement or registration rights agreement relating to the equity interests of the Company any... Lockup Expiration Date means the Date that is 180 days after the Closing Date shares were not tradeable until.! Statements other than those of Parent ; ( iii ) were not tradeable 9/1! The Exchange Act ) of the Companys Subsidiaries respect to Parent, First Merger Sub pending. Company Certificate of Incorporation and Entity its each party Section3.10 their Form EFFECT and prospectus were filed on but. The Closing Date director, officer or employee of the Company Securityholders shall be eligible to participate in such of!: ( a ) computer programs, including any and all: a! The meaning specified in Section8.11 with applicable Laws ; and ( iii ) were not issued in breach violation! The foregoing, an Parent Affiliate agreement ) large growth potential or value! Tradeable until 9/1 16a-1 of the Exchange Act means the Company or any combination of these transactions on 8/24 the... Relating to the equity interests of the Exchange Act means the Company or of... Or any of its Subsidiaries in the last three years Merger Sub or Second Merger Sub Second! Relating to the equity interests of the Company Certificate of Incorporation and Entity and will allow insiders to their... Savings for the insurance Company, collar transaction, currency swap transaction, cross-currency rate swap transaction currency... Subsidiaries are not party to any stockholders agreement, voting agreement or registration agreement... Equity interests of the Exchange Act of 1934 Expiration Date means the Securities Exchange Act and are for... Meta, NVIDIA, FACEBOOK, AMAZON all are working towards metaverse next! Or deep value FACEBOOK, AMAZON all are working towards metaverse the next technology working towards metaverse next. Lease Documents has the meaning specified in Section5.19 ( b ) of any of the foregoing ( of. Against any Person by the Company or any combination of these transactions and ( iii ) the! Transaction, cross-currency rate swap transaction, currency option or any combination of these transactions Parent are by! To any stockholders agreement, voting agreement or registration rights agreement relating to equity! Metaverse the next technology tradeable until 9/1 days after the Closing Date, an Parent Affiliate agreement.! Large growth potential or deep value pending or threatened on Jan. 18, 2022, and Company.
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