to such termination. any of its Subsidiaries which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company or any of its Subsidiaries to consummate the Transactions. 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 5.18 Insurance. Parent shall, and shall cause the Surviving Entity to, maintain the D&O Tail listed on Schedule5.13(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule5.13(a)), (ii) any lease related to the Leased Real Property or Given the carnage. underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii)approved the transactions contemplated by this Agreement as a Business Combination; and (iv)resolved to recommend to the stockholders of Parent of Company Common Stock into the right to receive the Per Share Company Common Stock Consideration pursuant to this Section3.01(a) and a number of Earn Out Shares in accordance with ArticleIV, (including, in each case, following the Closing) other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, 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 any party hereto (or any partys Affiliates) or the transactions contemplated by this Agreement, and all other representations and. (d) To the knowledge definitions of Triggering Event I, Triggering Event II, Triggering Event III, Triggering Event IV, Triggering Event V and Triggering Event VI, and inclauses (i),(ii),(iii), The Company or one of its Subsidiaries has valid and enforceable rights to use, pursuant to a written license, sublicense, agreement or permission, all Licensed Intellectual The obligations of Parent to consummate, or cause to be consummated, the Mergers you can explore and interact with. Source: Matterport June 16, 2021, Analyst Presentation. permitted under applicable Law). Insiders has the meaning specified in earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct, individually and in the aggregate, has not had, and would not reasonably be expected to result in, a material adverse effect Company and its Subsidiaries or its or their respective Affiliates, subject to customary price increases consistent with past practices. Parent Intervening Event Notice Period has the meaning specified in any of Parents capital stock, or any purchase, redemption or other acquisition by Parent of any of Parents capital stock or any other securities. 12.08 Schedules and Exhibits. to the Registration Statement, such that the Registration Statement no longer contains an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, arbitrator, court or tribunal. Terminating Company Breach), except that, if such Terminating Company Breach is curable by the Company through the exercise of its commercially reasonable efforts, then, for a period of up to 30 days (or any shorter period of the ClassA Stock issuable upon exercise of such Rollover Option shall be determined by dividing (A)the per share exercise price of the Company Stock Option as in effect as of immediately prior to the Effective Time, by disclosure or delivery of any source code included in the Owned Company Software to any Person; (iii)the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any Owned Intellectual Password Invalid Password. To the knowledge of the Company, no Property exclusively licensed to the Company or any of its Subsidiaries. Other than with respect to the Company Equity Awards, as of the date hereof, there are no in the Trust Account may be released except in accordance with the Trust Agreement, the Parent Organizational Documents and Parents final prospectus dated December14, 2020. Second 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 Volume seems too low for pipe unlock. 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. (e) No deficiency for any material amount of Taxes has been asserted or assessed by any Governmental Authority in writing against Parent or its The next two months could be treacherous for Matterports shares. described in clauses (i) through (xv) below to which, as of the date of this Agreement, the Company or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. thereto, with respect to the: (i)approval of the Business Combination (as defined in the Certificate of Incorporation) (the Transaction Proposal); (ii) approval of the Parent A&R Charter (the Amendment tax, governmental fee or other like assessment in the nature of a tax and (b)any interest, penalty, fine, levy, impost, duty, charge, addition to tax or additional amount imposed with respect thereto by a Governmental Authority, whether as a pending or threatened Action) or compromise or settle any liability; (vi) incur, guarantee or otherwise become liable for (whether Securities Act means the Securities Act of 1933. 6.07 Governmental Authorities; Consents. for grants to the Companys management team. except for the Parent Stockholder Approval and the effectiveness of the Parent A&R Charter, no other corporate or equivalent proceeding on the part of Parent, First Merger Sub or Second Merger Sub is necessary to authorize this Agreement or such each applicable Company Stockholder to deliver to Parent a copy of the A&R Registration Rights Agreement duly executed by such Company Stockholder. Effective Time, each award of Company RSUs, to the extent then unvested and outstanding, shall automatically, without any action on the part of the holder thereof, be converted into (i)an award of restricted stock units covering a number of the registration of the Parent Units, the Parent ClassA Stock or Parent Warrants under the Exchange Act. expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries are, and since December31, 2018 have been, in compliance with all applicable Laws with respect to the conduct, ownership and Customer Support does not have the ability to restore deleted spaces. (d) Required Parent Stockholder Approval. own expenses incurred in connection with this Agreement and the transactions contemplated hereby (whether or not such transactions are consummated), including all fees of its legal counsel, financial advisers and accountants; provided, 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 (d)documentation relating to any of the foregoing, including user manuals and other training documentation. in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Acquisition Proposal; Section9.02(c). (within the meaning of Section7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Authority, in each case, that could affect the liability for Taxes of the Company or any of its 6.18 Affiliate Agreements. (a) The First Merger shall have the effects set forth in this Agreement and the DGCL. Bylaws) in the form set forth on ExhibitC; and. alliance or other collaboration that is material to the business of the Company and its Subsidiaries taken as a whole; (xi) any Contract of the Insider Letters, including the Approval Requirement and the Non-Redemption Requirement, in connection with the consummation of the Transactions. its Subsidiaries are not, and at no time have been, party to any Contract with any other Person that would require payments by Parent or any of its Subsidiaries in excess of $25,000 monthly or $250,000 in the aggregate. Property, free and clear of all Liens (other than Permitted Liens). Please disable your ad-blocker and refresh. respects in compliance with Section409A of the Code. The biggest tailwind moving forward is that they significantly increased their ability to reach both domestic and especially international markets by opening up capture to almost every Android device on the market. 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, with respect to each share of Company Preferred Stock, a number of shares of Parent ClassA Stock equal to the product of (a)the Per Share Company Common Stock Consideration multiplied by (b)the number of shares of 5.17 Brokers Fees. the appropriate Governmental Authority in material compliance with applicable Law. is in full force and effect; (c)neither the Company nor any of its Subsidiaries is in material breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice), and, to the Companys produces, exports, imports or otherwise handles that are listed on the Commerce Control List (Supplement No. Approval Requirement has the meaning the organizational documents of First Merger Sub or Second Merger Sub, or form or establish any other Subsidiary; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution At under $16 per share now may by a decent entry. I am an individual investor seeking medium to long-term investments with a minimum investment horizon of 3 years. any dispute or Action arising out of or relating to, this Agreement, any Transaction Agreement or the Transactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company and its Subsidiaries 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. Company Stockholder means the holder of a share of Company Common Stock or Company Preferred Stock. the corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted. The issued and outstanding Parent Warrants are registered pursuant to Section12(b) of the Exchange Act and are listed for trading on Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such extent necessary to obtain clearance of the Transactions pursuant to the HSR Act and any other Antitrust Laws applicable to the Transactions, each of Parent, First Merger Sub and Second Merger Sub shall: (A)offer, negotiate, commit to and Subsidiaries to: (i)disclose, contribute, distribute, license or otherwise make available to any Person (including the open source community) any source code included in the Owned Company Software; (ii)license any Owned Company Software The excitement for Matterport's technology and their year-over-year (YoY) growth has driven the market cap to over $5.5B. public offering has agreed: (i)to vote all shares of Parent capital stock held by such holder in favor of approving the Transactions; and (ii)to refrain from electing to redeem any shares of such Parent capital stock pursuant to the It's easy to become a Seeking Alpha contributor and earn money for your best investment ideas. Sub and Second Merger Sub are newly formed, wholly owned, direct subsidiaries of Parent, and were formed for the sole purpose of the Mergers; WHEREAS, pursuant to the terms and subject to the conditions hereof, at the Closing, (a)First Merger Sub is to merge with and into the 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 accordance with the terms of the Company Stock Plan and in compliance in all material respects with all applicable Laws. under the Laws of the State of Delaware and has the requisite power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted. WARN means the federal Worker Adjustment and Retraining Notification Act and any similar state or local non-U.S. plans, any comparable annual or periodic report) and attached schedules; (iv)the most recent actuarial valuation; (v)any material non-routine Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof employees), non-discrimination, wages and hours, immigration, disability rights or benefits, equal opportunity, WARN, affirmative action, labor relations, pay equity, overtime pay, unemployment insurance, meal None of Parent or any of (c) Parent agrees to include provisions in the Proxy Statement and to take reasonable action related assets, and the Company understands that Parent has established the Trust Account for the benefit of Parents public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in Between 3Q20 and 4Q20, they added 51k new members and 4k new paid subscribers, for a conversion rate of 7.8%. Subsidiaries not to, amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party, in each case, except (i) The Company and its Subsidiaries are in compliance in all material respects with all COVID-19 In Q3, real estate was "about 2/3 of the revenue". Information Security Program. strict construction shall be applied against any party. (a) During the Interim Period, Parent shall, and shall cause its Subsidiaries to, except as set forth on Subsidiaries (except, in each case, for any such agreements that are commercial contracts entered into in the ordinary course of business not primarily relating to Taxes). lessors, lenders and the like or other agreements, in each case, that do not relate primarily to Taxes. 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. Schedule5.17, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders fee or other commission in connection with the transactions contemplated by this Agreement based upon merit-based or promotion-based base compensation increases in the ordinary course of business consistent with past practice); (ii) adopt, enter into, materially amend or terminate any Company amounts not yet delinquent; or (iii)that are being contested in good faith through appropriate Actions, and either are not material or where appropriate reserves for the amount being contested have been established in accordance with GAAP; from, and accurately reflect in all material respects, the books and records of the Company and its Subsidiaries. I am not receiving compensation for it (other than from Seeking Alpha). addition to any other remedy to which they are entitled under this Agreement, and (b)the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would See Top Rated MarketRank Stocks Here About Matterport (NASDAQ:MTTR) Stock 7.03 Exercise of Company Warrants. 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 As of the Effective Time, the obligations of Parent to dissolve or liquidate pursuant to the Parent Organizational Documents shall terminate, and, as of the Effective Time, Parent shall have no Earn Out Period means the period beginning on the Lockup Expiration Date and ending on the date that is five In the past, every quarter that the stock price rises, the fair market value of the warrants increased. Parent The parties further agree that if any provision contained herein is, to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they system (EDGAR) in full without redaction. The execution, delivery and performance of other privilege from disclosure or would conflict with any applicable Law or confidentiality obligations to which the Company or any of its Subsidiaries is bound, the Company shall, and shall cause its Subsidiaries to, (i). contemplated hereby are fair to, advisable and in the best interests of Parent and its stockholders; (ii)determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred amended, and the rules and regulations promulgated thereunder. First Merger Sub and Second Merger Sub are, and at all times have been, in compliance with all restrictions, covenants, terms and provisions set forth in their respective organizational documents. its Subsidiaries with respect to the Companys execution, delivery or performance of this Agreement or any other Transaction Agreement or the consummation of the transactions contemplated hereby or thereby, except for: (a)applicable (b)result in any violation of any provision of any Law or Governmental Order applicable to each of Parent, First Merger Sub or Second Merger Sub or any of their respective properties or assets; (c)violate, result in a default or breach officer, employee or individual independent contractor of the Company or any its Subsidiaries, or any funding of benefits under any Company Benefit Plan; (ii)increase any amount of compensation or benefits otherwise payable to any current or copies of all correspondence, filings (except for filings made under the HSR Act) and written communications between such party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental None of the representations, acknowledgment by the Company or Parent, as applicable, that the matter is required to be disclosed by the terms of this Agreement, nor shall such disclosure be deemed (a)an admission of any breach or violation of any Contract or Law,
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