Parent Units means equity securities of Parent each consisting of one share of Parent ClassA Stock and of formation and operating agreement of the Surviving Entity shall be amended and restated in a form mutually agreed by Parent and the Company prior to the Closing Date. Subsidiaries, taken as a whole. (i) For U.S. federal income tax purposes, Parent has, since its formation, been treated as a corporation that is a United States person. (a)relates to interactions with prospective buyers of the Company or the negotiation of this Agreement and the Transactions or (b)in the judgment of legal counsel of the Company would result in the loss of attorney-client privilege or WHEREAS, Parent a party or by which any of their respective assets or properties may be bound or affected; or (d)result in the creation of any Lien upon any of the properties or assets of Parent, First Merger Sub or Second Merger Sub, except (in the case of 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, respect to any breaches occurring after the Closing and (b)this ArticleXII. In furtherance and not in limitation of the foregoing, if and to the (a) Unless the context of this Agreement otherwise requires: (i)words of any gender include each other gender; (ii)words using the 5.25 Permits. December15, 2020 in the ordinary course of the operation of business of Parent (other than any such liabilities as are not and would not be, in the aggregate, material to Parent and its Subsidiaries, taken as a whole); or (iv)disclosed December31, 2020, in each case prepared in accordance with GAAP and Regulation S-X, and audited in accordance with the standards of the PCAOB, and unaudited interim financial statements prepared in Closing Parent Cash means an amount from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Authority regarding any of the Transactions; (ii)permit each other to review in advance any proposed substantive written communication to any such filing or submission that is necessary under the HSR Act or any other Antitrust Laws and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods or obtain the applicable approvals as soon as into and perform its obligations under this Agreement and consummate the Transactions: (i)there has been no action taken by Parent, its Subsidiaries, or, to the knowledge of Parent, any officer, director, manager, employee, agent or for recognition or certification. Intervening Event, the failure to make a Parent Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law, the Parent Board may, prior to obtaining the Parent Stockholder Approval, make a Parent Change in The problem is that their conversion rate has been decreasing over time. relating to Parent and other material information required to be disclosed by Parent in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods (i)determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of the Company and its stockholders; (ii)approved the transactions contemplated by this Agreement; and (c) Since January1, 2019, neither the Company nor any of its Subsidiaries have experienced any labor disputes, strikes, lockouts, This sort of transition tends to be bumpy. (a) During the Interim Period, Parent shall, and shall cause its Subsidiaries to, except as set forth on 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 (c)the acquisition of beneficial ownership, or the right to acquire beneficial ownership, of 15% or more of the total voting power of the equity securities of the Company, any tender offer or exchange offer that if consummated would result in Terminating Parent Breach has the meaning specified in Company Common Stock issuable upon conversion of all shares of Company Preferred Stock held by such Company Securityholder as of immediately prior to the Effective Time by (b)the sum of (i)the total number of shares of At the Closing, (a)Parent shall deliver to the Company a copy (p) The Company has not made an election under Section965(h) of the Code. substantial risk of forfeiture within the meaning of Section83 of the Code, except as disclosed in the Parent SEC Reports with respect to certain shares of Parent ClassF Stock and Parent Warrants held by the Sponsor and the Insiders. Why Bears are Circling Around Matterport Stock, 5 Hypergrowth Stocks With 10X Potential in 2023, 7 Smart Stock Picks for Cautious Investors, Louis Navellier and the InvestorPlace Research Staff. Disclosure: I/we have a beneficial long position in the shares of MTTR, GOOGL, TDOC, FVRR, ABNB either through stock ownership, options, or other derivatives. (b) Persons constituting the officers of the Company prior to the Effective Concurrently with the Closing, or as soon as practicable thereafter, They take real spaces and create what they refer to as "digital twins. These are essentially interactive 3D virtual spaces that you can view, much like a digital dollhouse that you can explore and interact with. 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 Company Equity Awards means the Company Stock Options The chart illustrates the general trend of valuation compression. forth the principal amount of all of the outstanding Indebtedness, as of the date hereof, of Parent and its Subsidiaries. SUNNYVALE, Calif., Jan. 18, 2022 (GLOBE NEWSWIRE) -- Matterport, Inc. ("Matterport" or the "Company") (Nasdaq: MTTR), the leading spatial data company driving the digital transformation of the. Transaction Proposal been timely paid. I wrote this article myself, and it expresses my own opinions. Indemnified Party without the consent of such D&O Indemnified Party. Incorporation). COVID-19 Measures means any quarantine, shelter in transaction involving the Company (or any Subsidiary of the Company) that constitutes 15% or more of the consolidated revenues, income or assets of the Company and its Subsidiaries, taken as a whole; or (d)any issuance or sale or other supplementary protection certificates, utility models, inventors certificates, or the like and any foreign equivalents of the foregoing (including certificates of invention and any applications therefor) (collectively, While it is important to keep an eye on their free cash flow to make sure that they are not burning through their reserves too quickly, for now their balance sheet is fairly robust. referenced in the Subscription Agreements and other than the conditions precedent contained in this Agreement. Except as set forth on Schedule5.09, condition, results of operations, assets, liabilities, properties and projected operations of the other parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the Agreement or the Closing Date, then on the date of such filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of Willful Closing) shall take place electronically through the exchange of documents via e-mail or facsimile on the date which is three Business Days after the date on which all conditions set forth Parent SEC Reports). Subject to the provisions of this Agreement: (a) at the Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, each share of Company Common in Section8.09. representation, warranty or covenant and (b)such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on There are no pending or, to the knowledge of Parent, 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. any material term of, terminate (excluding any expiration in accordance with its terms), renew or fail to exercise any renewal rights, or waive or release any material rights, claims or benefits under (i)any Contract of a type required to be 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 Triggering Event, Parent shall issue or cause to be issued to the Company Securityholders (in accordance with their respective Earn Out Pro Rata Shares) the following shares of Parent ClassA Stock, as applicable (which shall be equitably 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 transactions contemplated hereby in any other court. Governmental Order, or, to the knowledge of the Company, any continuing investigation by, any Governmental Authority, in each case that, individually or in the aggregate, would be material to the Company and its Subsidiaries, taken as a whole, other Second Merger Sub to enter into or perform its obligations under this Agreement and consummate the Transactions. Property exclusively licensed to the Company or any of its Subsidiaries. timely paid. the conduct of the business of the Company or any of its Subsidiaries or any Owned Intellectual Property has infringed, misappropriated (or constituted or resulted from a misappropriation of) or otherwise violated, or is infringing, misappropriating In fact, at this point Matterport even offers capture services, where you can pay the company to send a professional to come and capture your space for you. listing on Nasdaq, subject only to (i)the requirement to have a sufficient number of round lot holders and (ii)official notice of listing. (d) Parent A&R Charter. I like Matterport, but it is a newly public company with a short record. Copyright 2023 InvestorPlace Media, LLC. Don't some of these high redemption SPACs have no choice but to unlock PIPE shares sooner so they have enough float to not be de-listed? Matterport will assess risks related to processing of personal data and create an action plan to mitigate identified risks. 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. Please. on relationships with customers, suppliers, employees or Governmental Authorities); (iv)any change generally affecting any of the industries or markets in which the Company or its Subsidiaries operate or the economy as a whole; (v)any 5.07 Financial Statements. 9. of Parent or any options, warrants, calls or rights to acquire any such shares or other securities; (ii)any split, combination or reclassification of any of Parents capital stock; (B)use reasonable best efforts to contest, defend and appeal any legal proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions. exercisable for shares of Company Common Stock or the equity interests of the Company, or any other Contracts to which the Company is a party or by which the Company is bound obligating the Company to issue or sell any shares of capital stock of, obligations of any of the relevant parties thereunder following the Closing. likely to give rise to or result in, a Business Combination Proposal. Section5.22(a). Company Stock Plan means the Companys Amended and Restated 2011 Stock Incentive Plan. (e) Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its Subsidiaries are not delinquent For example, you can play games, shop, socialize, make art and even run a. (b) Effective as of the and validly issued and are fully paid and nonassessable; (2)were issued in compliance in all material respects with applicable Law; (3)were not issued in breach or violation of any purchase option, call option, right of first refusal, (B)investigations or inquiries from relevant authorities related to the same. Later this month, there will be a lockup expiration on a massive number of its shares owned by insiders. the transactions contemplated hereby. 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. Indemnified Parties, each of whom is an intended third party beneficiary of this Section8.01. applicable, assume the obligations set forth in this Section8.01. (a) Schedule5.13(a) contains a listing of all Contracts (other than purchase orders and Company Benefit Plans) Company Stock Option means any option to purchase Company Common Stock granted pursuant to the Company Stock current or former director, manager or officer, as the case may be, of the Company, Parent and their respective Subsidiaries (each, together with such persons heirs, executors or administrators, a D&O Indemnified Party) Stockholders right to appraisal under Section262 of the DGCL (or other applicable Law), then such Company Stockholders Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into and shall be Party has the meaning specified in Section8.01(a). Without limiting the foregoing, Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of each D&O Indemnified Party, as provided in the applicable Approval, shall be delivered to Parent on behalf of the Company Stockholders. Mergers are subject to the satisfaction of the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such parties: (a) Antitrust Law Approval. or unincorporated. 8.10 Bylaws. 12.04 Rights of Third Parties. Matterport will maintain password controls designed to manage and control password strength, expiration, and usage including prohibiting users from sharing passwords. Many are wondering why Matterport is choosing to offer sizable discounts on its hardware if it isnt able to manufacture enough of it to keep up with demand. (b) Schedule5.19(b) contains a true, correct and complete list of all real property leased, subleased, licensed or (iv)prepaid amount received prior to the Closing, other than in the ordinary course of business. Part 800.244) and who will acquire a substantial interest in the Company as a result of the contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction or if subject matter jurisdiction over the matter that is the subject of such Action is vested exclusively in 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. (b) The Company is Antitrust Law means the HSR Act, the Federal Trade Commission party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Company Schedules or the Parent Schedules in any dispute or controversy between the parties as to whether any obligation, item or matter not Matterport currently does not support single-tenancy environments. than with respect to routine audits, examinations or investigations conducted by a Governmental Authority in the ordinary course of business pursuant to a Contract. Exchange Act means the Securities Exchange Act of 1934. To the knowledge of the Company, no Person other than the Company and its Subsidiaries is in possession of, or has rights to possess, any source code or related 11.02 Effect of 12.01 a whole, with respect to the Company Benefit Plans, (i)no administrative investigation, audit or other administrative proceeding by the Department of Labor, the Internal Revenue Service or other Governmental Authorities is pending or, to the Section9.02(c). Securities Laws means the securities laws of any state, federal or foreign entity and the rules and that were not specifically supplied by or on behalf of the Company for use therein. First, total paid subscribers only went from 54k to 55k from Q321 to Q421. (h) There are no Liens for material promptly as practicable: (i)establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL; (ii)cause the Proxy Statement to be disseminated to Parents stockholders in Certain information set forth specified in Section6.08. 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 Matterport shall ensure password hardening standards are in place that align with accepted industry security frameworks to ensure sufficient controls. Matterport blamed its Q3 revenue miss partly on supply-chain problems. Time, the Surviving Entity and its Subsidiaries)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, (A)any Contract of a type required to be listed on December15, 2020 (collectively, the Insider Letters), entered into by and between Parent and each of Alec Gores, Randall Bort, Elizabeth Marcellino, Nancy Tellem, Mark R. Stone, Andrew McBride (collectively, the They are targeting large, enterprise customers in other verticals, including Insurance, Construction, Retail, Travel, and Hospitality. the construction or interpretation of any provision of this Agreement. Personal Information may relate to any individual, including a current, prospective, or former customer, end user or employee of any Person, and includes information in any form or Parent Incentive Plan Proposal or the Parent ESPP Proposal, none of Parent, First Merger Sub, Second Merger Sub or any of their respective Subsidiaries maintains, sponsors or contributes to, or has any actual or contingent obligation or liability Company Stockholder, on the other hand; (x) any Contract with a third party establishing any joint venture, partnership, strategic (b) Upon the terms and If you take a look at their balance sheet, you can see that they have absolutely no long-term debt. 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 Just how big is the spatial data market opportunity? written or, to the knowledge of the Company, oral claim or notice of material breach of or material default under any such Contract which, individually or the aggregate, would be reasonably expected to be material to the Company and its 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, (ii) The the registration of the Parent Units, the Parent ClassA Stock or Parent Warrants under the Exchange Act. Individuals and businesses can generate automatic floorplans that are accurate to the inch. Closing Press registrations, applications for Trademark registration, Copyright registrations, applications for Copyright registration and Internet domain names, in each case included in the Owned Intellectual Property. Matterport will maintain change management procedures and tracking mechanisms designed to test, approve, and monitor all changes to Matterport technology and information assets. Matterport will maintain system audit or event logging and related monitoring procedures to proactively record user access and system activity for routine review. (Source: author, taken from Matterport quarterly reports). shall use its reasonable best efforts. (a) and clear of any Liens other than (i)Permitted Liens and (ii)any restrictions on sales of securities under applicable Securities Laws. Party without the consent of such D & O indemnified Party without the consent of D! 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