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. Subsidiaries is in material compliance with Section482 of the Code and any other applicable United States and foreign transfer pricing Laws and regulations in all material respects, including the execution and maintenance of contemporaneous 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 organization or division thereof or (ii)adopt or enter into a 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. (f) Notwithstanding the foregoing provisions of this Agreement has the meaning specified in the Preamble hereto. or runoff directors and officers liability insurance policy (the D&O Tail) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer Financial Derivative/Hedging Arrangement means any transaction (including an agreement with respect thereto) Section7.01 if such action had been taken after the date hereof and (B)would reasonably be considered to be material to the Company and its Subsidiaries, taken as a whole, other than such actions taken in the fee, duty, levy, impost or other charge of any kind whatsoever of any Governmental Authority, in each case to the extent the foregoing are in the nature of a tax, including any income, alternative or add-on (b) Except for this Agreement, the Subscription Agreements and the Parent Warrants, as of the date hereof, there are (i)no Waiving Parties has the meaning specified in Section12.17. 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Until surrendered as contemplated by this Section3.04(b), each share of Company Stock shall be deemed, from and after the Effective Time, to represent only the As of the time the Registration Statement is declared effective under the Securities Act, 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 Following the Closing, the Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement; provided, however, that if for any reason this Agreement is terminated Matterport will maintain defined business resiliency/continuity and disaster recovery procedures, as appropriate, designed to maintain service and recovery from foreseeable emergency situations or disasters, consistent with industry standard practices. made available to Parent or its representatives true, correct and complete copies (or to the extent no written copy exists, an accurate summary) of, as applicable: (i)the current plan document (and all amendments thereto) and any trust or announcement or communication and have the opportunity to comment thereon and the disclosing party shall consider such comments in good faith; and (iv)communications by the Company and its Subsidiaries to customers and suppliers of the Company ArticleX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, (a)the Company and First Merger Sub shall cause the First Certificate of Merger outstanding contractual obligations of the Companys Subsidiaries to repurchase, redeem or otherwise acquire any securities or equity interests of the Companys Subsidiaries. (d) Neither the Company nor any of its Subsidiaries are relations and goodwill of the Company and its Subsidiaries with customers, suppliers, joint venture partners, distributors and creditors of the Company and its Subsidiaries; (iii)keep available the services of their present officers and other I also see other issues that management has not discussed. 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 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, and following the conversion of such share the Closing Date, Parent shall enter into customary indemnification agreements reasonably satisfactory to the Company with the individuals designated pursuant to Section8.08(c) and practice; (B)settle or compromise any material Tax claim; (C)adopt, change or make a request to change any Tax accounting method or period; (D)file any material amendment to a Tax Return; (E)enter into any closing agreement Parent has the meaning specified in the Preamble hereto. or blocked persons; (b)a Governmental Authority of, resident in, or organized under the Laws of a country or territory that is the target of comprehensive Sanctions Laws from time to time (as of the date of this Agreement, Cuba, Iran, North as required by Law; provided, however, that all rights to indemnification or advancement of expenses in respect of any Actions pending or asserted or any claim made within such period shall continue until the disposition of such Action diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation, equipment or personnel; (vii)any failure of the Company and its Subsidiaries, taken as a whole, Parent A&R Charter has the meaning specified in the Recitals hereto. 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. 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 Agreement and consummate the Transactions, Parent and its Subsidiaries are, and since December14, 2020 have been, in compliance in all material respects with all applicable Laws and, to the knowledge of Parent, no investigation or review by or resolution of such claim. No 10.01 Conditions to Obligations of All Parties. Tap the Downloadiconbelow the thumbnail. Stockholders who will receive Parent ClassA Stock pursuant to ArticleIII, will enter into an amended and restated Registration Rights Agreement (the A&R Registration Rights Agreement), in the exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iii)the announcement or the execution of this Agreement or the pendency or consummation of the Transactions (including the impact thereof This ultimately expedites your user workflow by eliminating the . this Agreement to be executed and delivered as of the date first written above by their respective officers thereunto duly authorized. knowledge of the Company, there have been no breaches, material security incidents, material misuse of, material unauthorized access to, or material unauthorized disclosure of any Personal Information in the possession or control of the Company or 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. retirement or other termination of service to any current or former director, employee or individual independent contractor of the Company or any Subsidiary (or any dependent or beneficiary thereof). Trust Account. Subscribers has the meaning specified in the Recitals hereto. DLLCA. Surviving Corporation has the meaning specified in Section2.01. with respect to any material amounts of Taxes due from Parent. Or at least, get portfolio exposure to it? 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 The opinions expressed in this article are those of the writer, subject to the InvestorPlace.com Publishing Guidelines. Subsidiaries. any shares of Parent ClassA Stock pursuant to the Offer (to the extent not already paid). I am not receiving compensation for it (other than from Seeking Alpha). License, the BSD License, Mozilla Public License (MPL), the MIT License. Disclosure: I/we have no stock, option or similar derivative position in any of the companies mentioned, and no plans to initiate any such positions within the next 72 hours. That is hardly robust growth. number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Stock, will be appropriately adjusted to provide to the holders of such shares the same economic effect as contemplated by this Company Stock means, collectively, the Company Common Closing, and conditioned upon the occurrence of the Closing, subject to any limitation imposed under applicable Laws and Nasdaq listing requirements, Parent shall take all actions necessary or appropriate to cause: (a)the number and classes of Our 7 Top Picks. 7.02 Inspection. The shares of Parent ClassA Stock to be issued in connection with the Closing shall have been approved for of the Company or any of its Subsidiaries, except, in the case of clauses (b), (c) or (d) above, for such violations, conflicts, breaches or defaults which would not, individually or in the aggregate, reasonably Consideration for each Company Stockholder; (v)the Earn Out Pro Rata Share for each Company Securityholder; (vi)a list of the Outstanding Company Expenses; (vii)the outstanding Indebtedness of the Company as of the Closing (the The company was predominantly a hardware company for most of its life. furnished in writing to Parent by or on behalf of the Company specifically for inclusion in the Registration Statement. (e) No written claim has been made by any Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries does not file a ClassA Stock) equal to or in excess of the applicable Common Share Price required in connection with any Triggering Event (an Acceleration Event), then immediately prior to the consummation of such Change of Control representatives, counsel, accountants, financial advisors, lenders, debt financing sources and consultants of such Person. Founded in 2011, Matterport has been here for 10 years, but 2020 triggered an explosion in demand for 3D tours as more home buyers shopped online. (a) algorithms, models and methodologies, whether in source code, object code, human readable form or other form; (b)databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; Agreement, in connection with the Transactions, each holder of a Company Warrant has entered into a warrant exercise agreement with the Company, pursuant to which each such holder has agreed that, at the Closing, all of its Company Warrants will Registration Statement to contain 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 the circumstances under which they were made, not effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn. Company Cure Period has the meaning specified applicable) that causes such Earn Out Shares to become issuable. Copyright 2023 InvestorPlace Media, LLC. (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the Matterport adopts a shared responsibility model where responsibility for data security is shared between Matterport and the customer. A warrant is an option to buy a full share of MTTR for $11.50. Did Joby pipe unlock today or was the drop in anticipation of a pipe unlock? You can still hold a position in Matterport if you believe theres a big, bright and lucrative future for the metaverse.Its also worth reporting that Matterport has a partnership with a famous social-media company. successor of any of the foregoing; provided, however, that Parent Related Parties shall not be deemed to include Parent, First Merger Sub or Second Merger Sub. The number of use cases is incredible and leads to great optionality. Sarbanes-Oxley Act with respect to any of the foregoing are, or will be, as applicable, available on the SECs Electronic Data-Gathering, Analysis and Retrieval Just how big is the spatial data market opportunity? quotes delayed at least 15 minutes, all others at least 20 minutes. 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 Agreement. 9.01 Support of Transaction. significant deficiency or material weakness in the system of internal accounting controls utilized by Parent; (ii)any fraud, whether or not material, that involves Parents management or other employees who have a role in the preparation exchangeable solely for the right to receive the Per Share Company Common Stock Consideration or the Per Share Company Preferred Stock Consideration, as applicable, and the Earn Out Shares (in. Property in the course of such Persons employment or engagement has executed and delivered a written agreement, pursuant to which such Person has (i)agreed to hold all confidential information of the Company and its Subsidiaries in reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, each of the Company and its Subsidiaries: (i)is in compliance with all applicable Laws regarding employment and employment practices, including all Workstation Protection. would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent or any acquisition of property by Parent or the conduct of business by Parent as currently conducted or as contemplated to be conducted 5.18 Insurance. Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority alleging a violation of any applicable Law by the Company or any of its Subsidiaries at any Prior to the Closing, Parent and the Company shall prepare and mutually agree upon a joint press release announcing the consummation of the Transactions Their previous low margin hardware division turned into a negative margin business, going from gross margins of 39% in 4Q20 to -11% in 4Q21. part of the Registration Statement with respect to the Special Meeting for the purpose of soliciting proxies from Parent Stockholders to approve the Proposals (which shall also provide the Parent Stockholders with the opportunity to redeem their Section5.01(a) (Due Incorporation), (B) Section5.03 (Due Authorization), (C) Section5.06 (Capitalization), (D) Not already paid ) least 15 minutes, all others at least 20 minutes the number of use cases incredible! 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