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Subsequent Events
9 Months Ended
Sep. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events

14. Subsequent Event

On October 4, 2023, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Metropolis Technologies, Inc. ("Metropolis"), and Schwinger Merger Sub Inc., a direct, wholly owned subsidiary of Metropolis (“Merger Sub”), in an all-cash transaction with a total enterprise value of approximately $1.5 billion. Pursuant to the Merger Agreement, subject to the terms and conditions therein, Merger Sub will acquire all of the outstanding shares of the Company's common stock for $54.00 per share, without interest, and merge with the Company, with the Company surviving as a wholly owned subsidiary of Metropolis. The transaction is expected to close in 2024, subject to customary closing conditions, including approval by the Company's stockholders and the receipt of regulatory approvals. Upon completion of the transaction, the Company's shares will no longer trade on The Nasdaq Global Select Market.

The Company has made customary representations, warranties and covenants in the Merger Agreement. Subject to certain exceptions outlined in the Merger Agreement, the Company has agreed to certain covenants relating to the Company's business during the period between the execution of the Merger Agreement and the consummation of the transaction, including restrictions on its ability to issue any shares of its capital stock, repurchase any shares of its common stock, incur additional indebtedness and engage in certain merger and acquisition transactions. As of September 30, 2023, the Company has incurred $3.5 million in expenses related to the proposed merger, which the Company expects to pay in the fourth quarter of 2023.