loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Section4.01(a). be required by Law, COVID-19 Measures or Social Unrest Measures, Parent shall not and shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement (or any other agreement relating to the Trust Account), the Parent Organizational Documents or hereby and the consummation of the Transactions, including: (a)all bonuses, change in control payments, retention and similar payments payable in connection with the consummation of the Transactions pursuant to arrangements (whether written or That being said, for the proven value that a Matterport digital twin adds to a real estate listing, there is still a very large amount of subscription revenue to be captured from this market. (f) All accounting terms used herein and not expressly defined herein shall have the In. Acquisition Proposal means any proposal or offer from any Person or group (as defined in the While it is still above 100%, meaning that customers are spending more YoY, the numbers have recently been declining. (b) The Company is If you have an ad-blocker enabled you may be blocked from proceeding. There is no unsatisfied judgment or any open injunction binding upon Parent which could, individually or in the aggregate, reasonably be (A)created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) Indebtedness having a principal or stated amount in excess of $200,000 and excluding guarantees of performance under Contracts with Governmental The provisions of Section7.06, Section9.04, this Section11.02 and Article XII (collectively, the Surviving Provisions) Outstanding Parent Expenses means: (a)all fees, (h) The Company and each of its Subsidiaries have complied and do comply with all material I/we have a beneficial long position in the shares of MTTR, GOOGL, TDOC, FVRR, ABNB either through stock ownership, options, or other derivatives. 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 Termination. Parent and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to would have been permitted under applicable Law and their respective organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent Code; and (b)any Earn Out Shares that are issued (including as a result of an Acceleration Event) will be treated as an adjustment to the Aggregate Company Stock Consideration for Tax purposes that is eligible for non-recognition treatment under the Code and Treasury Regulations in connection with the reorganization described in clause (a) (and will not be treated as other property within the meaning (b) All material amounts of Taxes due and payable by Parent and its Subsidiaries have been Parent shall, Section9.02(c). directors, officers, employees, consultants and independent contractors of the Company or any of its Subsidiaries who has been or are engaged in creating or developing for or on behalf of the Company or any of its Subsidiaries any Intellectual Log in to access all of your BLAW products. Insiders has the meaning specified in 12.09 Entire Agreement. effectiveness of the Parent A&R Charter, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. 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). action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as parties hereto, and then only with respect to the specific obligations set Our 7 Top Picks. Expenses; and (v)the outstanding Indebtedness of Parent as of the Closing. Section5.14(a). Matterport uses a freemium model to build their subscriber base. moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general principles of equity, and each such lease is in full force and effect. hereof, (i)the name of the holder of such Company Warrant, (ii)the class, series and total number of shares of Company Stock that are subject to such Company Warrant, (iii)the date on which such Company Warrant was issued and the Company and the Parent and Merger Sub Representations made by Parent, First Merger Sub and Second Merger Sub, none of the parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to its Subsidiaries. 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. And then, in February, Matterport is due to release its Q4 earnings. Parent shall adopt the Parent A&R Bylaws. As of the date hereof, there are no outstanding True, correct and complete copies or processing, sharing, safeguarding, security (technical, physical and administrative), disposal, destruction, disclosure, or transfer (including cross-border) of Personal Information. 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 Incentive Plan shall equal 10.0% of the outstanding shares of Parent ClassA Stock as of the Closing in the aggregate, of which 6.0% of the outstanding shares of Parent ClassA Stock as of the Closing in the aggregate shall be available result of any: (i)change in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii)ruling by, or written agreement with, a Governmental Authority 10.02 Additional Conditions to Obligations of Parent. Parent Board means the board of directors of Parent. (c) There is no liability, debt or obligation against Parent or its Subsidiaries, except for Communications Plan has the meaning specified in Section9.04(b). 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 MTTR is in gray, RBLX in red, TDOC in orange, SPOT in pink, MQ in green, and FVRR in purple. Business Combination has the meaning ascribed to S-X or Regulation S-K, as applicable) in all material respects the financial position and changes in stockholders equity of Parent as of the respective dates Lock-up periods can apply to hedge funds and initial public offerings. (g) None of the source code or related materials for any Owned Company Software has been licensed or provided to, or used or accessed by, any While one could argue that the warrants and lockup expiration were unique to Matterport, it isnt hard to see that unprofitable growth stocks, even ones that were Wall Street darlings until recently, have been completely demolished since November. Company Benefit Plan is a (A)multiple employer plan (within the meaning of Section4063 or 4064 of ERISA or Section413(c) of the Code) or (B)a multiple employer welfare arrangement (within the meaning of Section3(40) of Sub), and Matterport, Inc., a Delaware corporation (the Company). (ii) The Parent Related Parties means any of Parents, First Merger Subs or Second Merger Subs (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 (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, DGCL has the meaning specified It depends on whether or not the PIPE anchors are mostly long or short. (f)submit any Acquisition Proposal to the stockholders of the Company; or (g)resolve or agree to do any of the foregoing. GRAF/Velodyne comes to mind. Subsidiaries, based upon the amount of expenditures paid by the Company and its Subsidiaries to such suppliers (collectively, the Significant Suppliers). 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, other parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b)the Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the transactions with its outside legal counsel and financial advisor) that the failure to make a Parent Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law. 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 Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company or delivered to Parent a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that, to the knowledge of such officer, the conditions specified in Section10.02(a) and non-U.S. plans, any comparable annual or periodic report) and attached schedules; (iv)the most recent actuarial valuation; (v)any material non-routine Sign up below to get this incredible offer! Matterport came public through a reverse merger SPAC. Intended Tax Treatment has the meaning specified in (i)pursuant to a written agreement adequately restricting the disclosure and use of such Trade Secret or (ii)to a Person who otherwise has a duty to protect such Trade Secret. 5.04 No Conflict. To the knowledge of the Company, any third party who has provided Personal Information to the Company has other day on which commercial banks in NewYork, NewYork are authorized or required by Law to close. the date hereof, the outstanding shares of capital stock or other equity interests of the Companys Subsidiaries: (i)have been duly authorized and validly issued and are fully paid and nonassessable; (ii)were issued in compliance in customers, suppliers or service providers in the ordinary course of business); (iii) any Contract that (A)provides for any Trustee has the meaning specified in Without limiting the termination or expiration in the ordinary due course will not be renewed or reissued in the ordinary course of business upon terms and conditions substantially similar to its existing terms and conditions; (d)there are no Actions pending or, There has been a huge drawback because of three factors, reducing risk for investors. Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at Law or that an award of specific performance hereto. 5.25 Permits. Contracts means any contract, agreement, indenture, note, A good faith estimate of the Outstanding Company Expenses is set forth on Sub; (xiv) engage in any material new line of business; or. The parties acknowledge and agree that (a)the parties shall be entitled to an injunction, specific performance or other equitable relief required disclosure and to make the certifications required pursuant to Sections302 and 906 of the Sarbanes-Oxley Act. As a result, enterprise customers will experience a slower ramp-up causing lost subscription revenue in the coming quarters. (b) Each of 3.07 Withholding. Authority required for the consummation of the Mergers) that materially and negatively affects the business, assets, operations or prospects of the Company and its Subsidiaries, taken as a whole, and that was not known by and was not reasonably Tax means (a)any federal, state, provincial, territorial, local, foreign and other tax, assessment, due, have been properly reflected in the Financial Statements to the extent required under GAAP or other applicable generally accepted accounting practices. Parent shall, and shall cause the Surviving Entity to, maintain the D&O Tail payor under Section280G of the Code. domain names and social media accounts; (e)all trade secrets, know-how, technology, Software, discoveries, improvements, formulae, confidential and proprietary information, technical information, Consideration, as applicable, and the Earn Out Shares deliverable in respect thereof as determined in accordance with this ArticleIII. fungicides or pesticides. the Waiving Party Group), on the one hand, and their counsel, including Latham& Watkins LLP, on the other hand, that are made in connection with the negotiation, preparation, execution, delivery and performance under, or Concurrently with the Closing, or as soon as practicable thereafter, Agreement, at the Second Effective Time, by virtue of the Second Merger and without any action on the part of any party hereto, any Company Stockholder or any holder of any shares of capital stock or other equity interests of Parent, the Surviving right of first refusal, covenant, restriction, security interest, title defect, encroachment or other survey defect, or other lien or encumbrance of any kind, except for any restrictions arising under any applicable Securities Laws. Parent Cure Period has the meaning specified in Company Closing Certificate has rule, regulation or Governmental Order, in each case, of any Governmental Authority. To the extent that the Company has taken any COVID-19 Measures, the Company shall use material to the Company and its Subsidiaries, taken as a whole, no individual employees or independent contractors who perform services for the Company or any of its Subsidiaries have been improperly included or excluded from any Company Benefit cooperate in good faith with each other and such Governmental Authorities. Business Day means a day other than a Saturday, Sunday or As discussed, Management hyped the YoY revenue growth, but that growth has faded. They released a new Android app that can capture digital twins with virtually any Android device and their balance sheet also shows no long-term debt. 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, (k) Neither the execution and delivery of this Agreement or any of the other Transaction Agreements nor the consummation of the transactions (f) The Company has made available to destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and, if required by Parent, the provision by such Person of a customary indemnity against any claim that may be 7.07 Company Financial Statements; Other Actions. Schedule6.16(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule6.16(a)), (B) any Parent Benefit Plan (or plan that would be a Parent From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in Their quest for big data has also led to some questionable lines in the Terms of Use that might not sit well with some users: you give Matterport an unrestricted, irrevocable, perpetual, transferable, sublicensable, worldwide, royalty-free license to use, reproduce, display, publicly perform, transmit and distribute any such material you submit, without any payment or accounting to you or others. Price is greater than $15.50 after the Closing Date, but within the Earn Out Period. When rates rise, future earnings are not worth as much as they would have been if rates and inflation had stayed low. None of the information in this article constitutes a solicitation, recommendation, endorsement, or offer by the author, its affiliates or any related third party provider to buy or sell any securities or other financial instruments in any jurisdiction in which such solicitation, recommendation, endorsement, or offer would be unlawful under the securities laws of such jurisdiction. Section5.22(a). Section12.17. Proposal) and each change to the Parent A&R Charter that is required to be separately approved; (iii)approval of the issuance of shares of Parent ClassA Stock pursuant to Section3.01 under Certain information set forth foreseeable to the Parent Board as of the date of this Agreement (or the consequences of which were not reasonably foreseeable to the Parent Board as of the date hereof), and that becomes known to the Parent Board after the date of this Agreement. No refunds will be granted as part of a subscription downgrade. Net dollar expansion rate is the amount of revenue that Matterport sees this year from existing customers compared to last year. Environmental Laws means any and all applicable Laws Section9.02(c). You can now edit the copy add/remove markings and/or add/delete scans and then upload the copy. Contracts listed on Schedule7.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further Neither the Company nor any of its Subsidiaries have received any written Company and its Subsidiaries, taken as a whole. (g) Except as set forth on Schedule 6.11(g), as of the date hereof, to the knowledge of Parent, each director and executive officer of award of Rollover RSUs shall be subject to the same terms and conditions as were applicable to such corresponding award of Company RSUs immediately prior to the Effective Time (including applicable vesting conditions), except to the extent such 8.11 Insider Letters. In lieu of the issuance of any such fractional share, Parent shall pay to each former Company Stockholder who otherwise would be entitled to receive such fractional share an amount in documents) of each of the Companys Subsidiaries previously made available by the Company to Parent are true, correct and complete and are in effect as of the date of this Agreement. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full limited liability company power and authority to enter into this Agreement and perform its obligations (a) The Company shall take all necessary action prior to the Effective Time such that (i)each director of the Company in (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 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 Matterport (NASDAQ:MTTR) is the leader in the digitization of the built world. Section2302 of the CARES Act. I wrote this article myself, and it expresses my own opinions. Sarbanes-Oxley Act. Autodesk (ADSK) Autodesk is one of the premier 3D CAD companies in the world. The move "dramatically expands our reach for digitizing spaces using just the phone in. Scroll down to see all of your past invoices and to download the desired PDF for your records. 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. any Governmental Authority (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business), which extension is still in effect. estimates, projections or forecasts or any other information, document or material provided to or made available to any party hereto or their respective Affiliates or Representatives in certain data rooms, management presentations or in To the knowledge of the Company, no adversely restricts the use, transfer or registration of, or adversely affects the validity or enforceability of, such Intellectual Property. D&O Tail (the Trust Account) for the benefit of the Parents public stockholders, maintained by Continental, acting as trustee (the Trustee), pursuant to the Investment Management Trust Agreement, dated Company Representations contained in Section5.21(a) (No Material Adverse Effect) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though then made. Key thing for everyone here: FOLLOW SEC FILINGS FOR SPACs/STOCKS you own. (v) election of the members of the board of directors of Parent in accordance with Section8.08 (the Election Proposal); and (vi)approval of any other proposals reasonably agreed by Parent and the 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 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 Second, the conversion rate is poor. Therefore, any downgrade happensafterthe current subscription term is finished. Matterport is not delivering high growth. Introducing Digital Pro an all-in-one innovative marketing solution for real estate agents and brokers. into the Company (the First Merger), with the Company being the surviving corporation (which, in its capacity as the surviving corporation of the First Merger, is sometimes hereinafter referred to as the Surviving outstanding immediately prior to the Second Effective Time shall be converted into and become the membership interests of the Surviving Entity, which shall constitute 100% of the outstanding equity interests of the Surviving Entity. connection herewith or therewith and any and all exhibits and schedules thereto. That is hardly robust growth. by Parent 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 Schedule5.18 contains a list of all material policies or programs of self-insurance of (or constitutes or results from the misappropriation of) or otherwise violating any Intellectual Property of any Person. This would be specified in the definitive proxy / S-4. Laws has the meaning set forth in Section5.10(c). 2019 and through the date hereof, there have not been any, material disputes between the Company or any of its Subsidiaries, on the one hand, and any of the Significant Customers or the Significant Suppliers, on the other hand. of Parent, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. Nothing on this channel is a recommendation to buy or sell securities. Event V, a one-time aggregate issuance of 3,910,000 Earn Out Shares; and. Business Combination Proposal has the meaning set forth As of the date hereof, assuming the conditions set forth in pursuant to Section8.02 if such action had been taken after the date hereof. The cheapest new Pro2 Camera is at least $2,795, which means at least 541 cameras were not sold. 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.
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