Subsequent Events	9 Months Ended
Sep. 30, 2021
Subsequent Events [Abstract]
Subsequent Events	15. Subsequent Events On October 28, 2021, the Company entered into the Merger Agreement, by and among the Company, Zendesk and Merger Sub. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the merger as a wholly owned subsidiary of Zendesk. The Company’s board of directors and the board of directors of Zendesk have approved the Merger Agreement and the Merger. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of the Company’s common stock (“Momentive Shares”) (subject to certain exceptions set forth in the Merger Agreement) will be converted in the Merger into the right to receive 0.225 (the “Exchange Ratio”) of a share of common stock, par value $0.01 per share, of Zendesk (“Zendesk Shares”), with a cash payment for any fractional shares resulting from the calculation. The Merger is intended to qualify as a reorganization for U.S. federal income tax purposes. The Merger Agreement contains customary representations, warranties and covenants. Under the terms of the Merger Agreement, the completion of the Merger is subject to certain customary closing conditions, including, among others: (i) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding Momentive Shares; (ii) the approval of the issuance of Zendesk Shares in the Merger (the “Zendesk Share Issuance”) by a majority of the votes cast by the holders of Zendesk Shares on such proposal; (iii) the approval for listing on the New York Stock Exchange of Zendesk Shares to be issued in the Merger; (iv) the effectiveness of a registration statement on Form S-4 filed with the SEC by Zendesk in connection with the issuance of Zendesk Shares in the Merger; and (v) the expiration or termination of the waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. Each of Zendesk and the Company may terminate the Merger Agreement under certain specified circumstances, including but not limited to, (i) if the Merger is not consummated by 11:59 p.m. (California time) on July 28, 2022 (the “End Date”), or (ii) if the required approval of Zendesk’s or the Company’s stockholders is not obtained. In addition, Zendesk may terminate the Merger Agreement if the Company’s board of directors changes its recommendation to the Company’s stockholders to vote in favor of the adoption of the Merger Agreement, and the Company may terminate the Merger Agreement if Zendesk’s board of directors changes its recommendation to Zendesk stockholders to vote to approve the Zendesk Share Issuance. In certain circumstances in connection with the termination of the Merger Agreement, Zendesk or the Company may be required to pay the other a termination fee of $150.0 million. The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 29, 2021.

Subsequent Events

9 Months Ended

Sep. 30, 2021

15. Subsequent Events

On October 28, 2021, the Company entered into the Merger Agreement, by and among the Company, Zendesk and Merger Sub. Pursuant to the Merger Agreement, and upon the terms and subject to the conditions therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the merger as a wholly owned subsidiary of Zendesk. The Company’s board of directors and the board of directors of Zendesk have approved the Merger Agreement and the Merger.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each outstanding share of the Company’s common stock (“Momentive Shares”) (subject to certain exceptions set forth in the Merger Agreement) will be converted in the Merger into the right to receive 0.225 (the “Exchange Ratio”) of a share of common stock, par value $0.01 per share, of Zendesk (“Zendesk Shares”), with a cash payment for any fractional shares resulting from the calculation. The Merger is intended to qualify as a reorganization for U.S. federal income tax purposes.

The Merger Agreement contains customary representations, warranties and covenants. Under the terms of the Merger Agreement, the completion of the Merger is subject to certain customary closing conditions, including, among others: (i) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding Momentive Shares; (ii) the approval of the issuance of Zendesk Shares in the Merger (the “Zendesk Share Issuance”) by a majority of the votes cast by the holders of Zendesk Shares on such proposal; (iii) the approval for listing on the New York Stock Exchange of Zendesk Shares to be issued in the Merger; (iv) the effectiveness of a registration statement on Form S-4 filed with the SEC by Zendesk in connection with the issuance of Zendesk Shares in the Merger; and (v) the expiration or termination of the waiting period applicable to the consummation of the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Each of Zendesk and the Company may terminate the Merger Agreement under certain specified circumstances, including but not limited to, (i) if the Merger is not consummated by 11:59 p.m. (California time) on July 28, 2022 (the “End Date”), or (ii) if the required approval of Zendesk’s or the Company’s stockholders is not obtained. In addition, Zendesk may terminate the Merger Agreement if the Company’s board of directors changes its recommendation to the Company’s stockholders to vote in favor of the adoption of the Merger Agreement, and the Company may terminate the Merger Agreement if Zendesk’s board of directors changes its recommendation to Zendesk stockholders to vote to approve the Zendesk Share Issuance. In certain circumstances in connection with the termination of the Merger Agreement, Zendesk or the Company may be required to pay the other a termination fee of $150.0 million.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 29, 2021.