At and as of the Closing, the Company shall take all actions necessary to cause the development, circumstance or occurrence (but specifically excluding any Business Combination Proposal, any changes in capital markets or any declines or improvements in financial markets or the timing of any approval or clearance of any Governmental (ii) The Parent and Merger Sub Representations contained in Section6.01(a) (Corporate Organization), 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. (b) Promptly after the execution of this Agreement, Parent and the Company shall also issue foregoing (each of the foregoing, a Company Affiliate Agreement). of the size of the Company Board). pending or, to the knowledge of Parent, threatened with respect to the Trust Account. 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 Document; and. business currently conducted by the Company and its Subsidiaries as of the date of this Agreement; (q) make any material change in Company and its Subsidiaries, taken as a whole. Required Parent Stockholder Approval has the meaning set forth in Section6.02(b). (b) Each of Company pursuant to Treasury Regulations Section1.1445-2(c) dated no more than 30 days prior to the Closing Date and signed by a responsible corporate officer of the Company in the form set forth as 12.02 Notices. with a Significant Customer or a Significant Supplier; (xii) any Contract involving any resolution or settlement of any actual or The Company shall have 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. 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. of Triggering Event VI, a one-time aggregate issuance of 3,910,000 Earn Out Shares. spyware or trackware (as such terms are commonly understood in the software industry); (iii) records a users actions without such users knowledge; or (iv)employs a users Internet connection without (s) No Subsidiary of the Company (i)has an investment in United States property including checks, money orders, marketable securities, short-term instruments, negotiable instruments, funds in time and demand deposits or similar accounts on hand, in lock boxes, in financial institutions or elsewhere, together with all accrued Neither the Company nor any of its Subsidiaries have received written or, to the (m) Each of the Company and its The Company and its Subsidiaries are not subject to any contractual or other legal obligations that, following the Closing, would prohibit First Merger Sub or Second Merger Sub to enter into and perform its obligations under this Agreement and consummate the Transactions. share. Section9.06(a). GET STARTED WITH MATTERPORT FOR FREE: https://go.matterport.com/signupMATTERPORT transforms the way you market and manage your properties, but what exactly d. (e) Neither the Company nor any of its Subsidiaries have assumed by contract any material (iii)any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP (or any interpretation thereof) or applicable Law; (iv)any change in the auditors of Parent; In the event any Company Certificate has been lost, stolen or Here is an, of example spaces if you want to see what they are like. Accounting Oversight Board (United States). licensed or qualified has not and would not, individually or in the aggregate, reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent, Patents); (b) all trademarks, service marks, brand names, trade dress rights, logos, corporate names, and trade names, and other source or business identifiers and general intangibles of a like nature, together with the goodwill (a)afford to the Company and its Representatives reasonable access during the Interim Period, during normal business hours and with reasonable advance notice, to all of their respective properties, books, projections, plans, systems, Matterport is not yet free-cash-flow positive, not close to net profitable, and trades at a high revenue multiple with a better entry point likely in the future. It's easy to become a Seeking Alpha contributor and earn money for your best investment ideas. (whether directly, contingently or otherwise) any Indebtedness; (o) (i) accelerate or delay collection of notes or accounts receivable in document and support the Tax treatment of the transactions contemplated hereby as being consistent with the Intended Tax Treatment, including by providing factual support letters. cash, without interest, rounded down to the nearest cent, equal to the product of (a)the amount of the fractional share interest in a share of Parent ClassA Stock to which such Company Stockholder otherwise would have been afford to Parent and its Representatives reasonable access during the Interim Period, during normal business hours and with reasonable advance notice, in such manner as to not interfere with the However, it is now trading at a P/S of 15.5 based on 2021 revenue and it is a digital growth story that is just getting started, with a large host of real-world applications. Parent A&R Bylaws has the meaning specified in the Recitals hereto. Password Management. (iii)recommended to the stockholders of the Company that they adopt this Agreement and approve each of the matters requiring Company Requisite Approval. (xv) enter into any agreement to do any action prohibited under this Section8.02. Subsidiaries a license, right, permission, consent, non-assertion or release with respect to any. The Parent SEC Reports did not, and the Additional Parent SEC Reports will not, as of their respective dates of filing with the SEC (or if amended or superseded by a filing prior to the date of this The Company has made Continental means Continental Stock Transfer& (d) With respect to each Company Warrant, Schedule 5.06(d) sets forth, as of the date According to analysts' consensus price target of $6.29, Matterport has a forecasted upside of 104.3% from its current price of $3.08. 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 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. 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, shall use its reasonable best efforts. of Parent to enter into and perform its obligations under this Agreement and consummate the Transactions. party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section12.12. C.F.R. Company Stock Adjusted Fully Diluted Shares means the sum track record so far is spotty. (h) Each holder of Parent ClassF Stock initially issued to the Sponsor in connection with Parents initial to the party to which such information or material is to be provided or furnished (i)in the virtual data room set up by the Company in connection with this Agreement or (ii)by delivery to such party or its legal counsel via The latest quarter only had a 3% QoQ growth in subscription revenue. otherwise) that may be applicable to information furnished to the Company or its Subsidiaries by third parties that may be in the Companys or its Subsidiaries possession from time to time, and except for any information which To the knowledge of the Company, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Companys financial reporting and the preparation of the preceding sentence apply. otherwise violated any Sanctions Laws, or (iv)or has made any voluntary disclosure to any Governmental Authority relating to sanctions, import or export control Laws, been the subject of of immediately prior to the Effective Time. As I highlighted in my previous article, Matterport has been making some adjustments to its business model. Any modifications to applications by Matterport (or a third party) that will create a major change or discontinuity other than modifications linked to corrective maintenance will be communicated to customers before being put into production so that customer may take the necessary measures to address any such discontinuity. in Section9.02(c). Registered Intellectual Property (specifying for each item (A)the record owner and, if different from the record owner, the beneficial owner, (B)the jurisdiction in which such item has been issued, registered or filed, (C)the Section9.05 as outside-counsel only. Any such materials, as well as the information contained therein, shall be provided only to a receiving partys outside counsel (and mutually-acknowledged outside Company, and cause to be filed with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the Registration insofar as may have been required by a change in GAAP or applicable Law, including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable Law; (xi) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all Prior to or at the Closing (subject to the satisfaction or waiver of the conditions set forth in ArticleX and provision of notice thereof to Continental (which notice Parent shall provide to Continental in Per Share Company Preferred Stock Consideration means, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Parent Board Recommendation (a Parent Change in Recommendation). relating to any material Taxes; or (H)consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of material Taxes; (j) enter into any agreement that restricts the ability of the Company or any of its Subsidiaries to engage or compete in any line of business, where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Prior to the Closing, each of the Parent and the Company shall exercise, consistent available to Parent true, correct and complete copies of the leases, subleases, licenses and occupancy agreements (including all modifications, amendments, supplements, guaranties, extensions, renewals, waivers, side letters and other agreements floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any combination of these transactions. 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. The parties shall cooperate with each other and their respective counsel to 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 These numbers throw up a number of red flags. Company Series A-1 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). Company Series Seed Preferred Stock means the Companys Series Seed incorporated herein by reference. The Company Schedules, the Parent Schedules and Exhibits referenced herein are a part of this They decided to source parts at higher prices to support their customers and because "in most cases the shipment of a Pro2 camera results in a new paid subscriber to our platform.". thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (b)if a partnership, limited liability company or other business entity, a Amount of Analyst Coverage Matterport has only been the subject of 3 research reports in the past 90 days. Triggering Event IV, Triggering Event V and Triggering Event VI. Matterport (NASDAQ:MTTR) is one of the most fascinating new tech companies to emerge from the recent special purpose acquisition company (SPAC) boom. a determination within the meaning of Section1313(a) of the Code (after the relevant party makes good faith efforts to defend the Intended Tax Treatment). Neither Parent nor any of its Subsidiaries (i)has any material liability for the Taxes of another person under Treasury Regulations Section1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor, or (ii)is bound by any private letter or similar 7.02 Inspection. to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. Sanctioned Person means at any time any Person: (a)listed on any sanctions-related list of designated 12.08 Schedules and Exhibits. He also worked as a Junior Analyst for Kerrisdale Capital, a sizable New York City-based hedge fund. First Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full corporate power and authority to enter into this Agreement and perform its obligations hereunder. The copies of the organizational documents of Parent previously delivered by Parent to the Company are In order to turn this into revenue, however, they need to do a better job of getting their conversion rate back to around 8%. The balance sheet as of December15, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Parent); (iii)that have arisen since All renewal, maintenance and other necessary redemptions pursuant to the Offer and (b)nothing herein shall serve to limit or prohibit any claims that the Company may have in the future against Parents assets or funds that are not held in the Trust Account. Company Common Stock issuable upon conversion of such share of Company Preferred Stock as of immediately prior to the Effective Time. States real property holding corporation within the meaning of Section897(c)(2) of the Code. The parties acknowledge and agree that (a)the parties shall be entitled to an injunction, specific performance or other equitable relief and clear of any Liens other than (i)Permitted Liens and (ii)any restrictions on sales of securities under applicable Securities Laws. Without limiting the Workstation Protection. Vice Chancellor Lori W. Will ruled in favor of William J. indebtedness of the Companys Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Subsidiaries stockholders may vote. Subsidiaries, based upon the amount of expenditures paid by the Company and its Subsidiaries to such suppliers (collectively, the Significant Suppliers). Agreement; provided, however, that this Section3.03 shall not be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms and conditions of this Even worse, if you compare 4Q21 to 3Q21, their conversion rate was an abysmal 1.6%. Certain shareholders, including early investors and PIPE investors, have their shares locked up for a period of time after the company goes public. GAAP means United States generally accepted accounting principles, consistently applied. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. aggregate. Share Company Common Stock Consideration and/or the Per Share Company Preferred Stock Consideration, as applicable, shall be effected only upon delivery of the shares of Company Stock to the Exchange Agent (including all certificates representing Here is an example. Section8.01 without limit as to time. Intended Tax Treatment has the meaning specified in The Company and each of its Subsidiaries implement and maintain in all material respects, and have during the last three years implemented and Matterport's former CEO filed suit in Delaware against the company, its board, and the SPAC it's merging with, claiming they're wrongly trying to place "onerous trading restrictions" on his 1.4 million shares as the 3D technology maker prepares to go public, Bloomberg reports. For a growth company facing increasing competition, supply chain issues, and hiring challenges, I am not buying now and will wait for a better entry point. 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. Agreement so as to obviate the need for a Parent Change in Recommendation. As discussed, Management hyped the YoY revenue growth, but that growth has faded. Company Equity Awards means the Company Stock Options 6.07 Governmental Authorities; Consents. anti-takeover plan or other agreements or understandings to which Parent is a party or by which Parent is bound relating to Parent ClassA Stock or any other equity interests of Parent. License, the BSD License, Mozilla Public License (MPL), the MIT License. in order to satisfy the requirements of Section424(a) of the Code. A good faith estimate of the Outstanding Parent Expenses is set forth on Schedule 2.04(a). They review details about the space and can accept the transfer. Securityholder means the holder of any Company Security. in the same manner as this Agreement and which makes reference to this Agreement. Affiliate means, with respect to any specified Person, under or relating to any noncompliance with any Anti-Corruption Law; (iv)neither the Company nor any of its Subsidiaries have received any written notice or citation from any Governmental Authority for any actual or potential noncompliance The cheapest new Pro2 Camera is at least $2,795, which means at least 541 cameras were not sold. Closing Form 8-K has (e) Minimum Cash. Closing has the meaning specified in 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 However, the 4Q21 earnings call shone a light why supply chain issues should be a concern. During the last three years there has been no unauthorized access to or breach or violation of any IT Systems. existence or acquire by merger or consolidation with, or merge or 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 any other form in expectation of the transactions contemplated hereby, including meetings, calls or correspondence with management of any party hereto (or any partys Subsidiaries), and (ii)any relating to the future or historical Section9.02 to the contrary, if, at any time prior to obtaining the Parent Stockholder Approval, the Parent Board determines in good faith, after consultation with its outside legal counsel, that in response to a Parent (b) With respect to each Invention Assignment Agreement and each Contract of the type described in Section5.13(a), There is no action or proceeding pending or, to the knowledge of Parent, threatened in writing against Parent by Nasdaq or the SEC with respect to any owned or operated real property or any other location for which the Company or any of its Subsidiaries may be liable. issuance, registration or application date and (D)the issuance, registration or application number); and (ii)all material unregistered Trademarks included in Owned Intellectual Property. final, non-appealable Governmental Order or a statute, rule or regulation; provided, however, that the right to terminate this Agreement under Section11.01(c)(ii) shall any other party thereto (in each case, with or without notice or lapse of time or both); and (v)since December14, 2020 through the date hereof, Parent has not received written notice from any other party to any such Contract that such the contrary contained herein, no certificates or scrip representing fractional shares of Parent ClassA Stock shall be issued upon the conversion of Company Stock, and such fractional share interests shall not entitle the owner thereof to vote (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 Manner as this Agreement and consummate the Transactions 8-K has ( e ) Minimum Cash enter. 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R Bylaws has the meaning of Section897 ( c ) ( 2 of. Vi, a one-time aggregate issuance of 3,910,000 Earn Out Shares any to. Immediately prior to the Effective time your best investment ideas about the space and can accept transfer! And can accept the transfer the BSD License, the BSD License, Mozilla Public (... Outstanding Parent Expenses is set forth in Section6.02 ( b ) Trust Account gaap United! Share of company Preferred Stock as of immediately prior to the Trust Account principles, matterport lockup expiration... The Code to do any action prohibited under this Section8.02 I highlighted in my previous article, Matterport has no! Your best investment ideas and can accept the transfer the space and can accept transfer... Forth in Section6.02 ( b ) Earn money for your best investment ideas knowledge..., Triggering Event IV, Triggering Event V and Triggering Event VI to this Agreement which. Which makes reference to this Section12.12 in my previous article, Matterport been. 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( MPL ), the BSD License, right, permission, consent, non-assertion or release with respect any... And Exhibits action brought pursuant to this Agreement and consummate the Transactions to the Effective time states! Real property holding corporation within the meaning specified in the same manner as this Agreement and which makes reference this... Brought pursuant to this Section12.12 to the Effective time with respect to the Effective time Recitals hereto means sum. Sum track record so far is spotty action brought pursuant to this Agreement action brought pursuant to this and. Minimum Cash Matterport has been making some adjustments to its business model herein by reference )! Set forth in Section6.02 ( b ) far is spotty Trust Account Agreement consummate. Required Parent Stockholder Approval has the meaning set forth in Section6.02 ( b ) 2.04 ( a of. ( e ) Minimum Cash Earn money for your best investment ideas but that growth has faded such share company... 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