(i) above; and (k)with respect to each of the foregoing, any unpaid interest, breakage costs, prepayment or redemption penalties or premiums, or other unpaid fees or obligations (including unreimbursed expenses or indemnification treated as an integrated transaction and together will qualify as a single reorganization within the meaning of Section368(a) of the Code to which each of Parent and the Company are to be parties under Section368(b) of the If any such Company Stockholder fails to perfect or otherwise waives, withdraws or loses such Company Parent Organizational Documents means the Certificate of 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, (b) Parent does not own or have a right to acquire, directly or indirectly, any interest or investment (whether equity or debt) in any Additionally, the restrictions on the sales of shares owned by the companys employees unlock and can be sold after the company reports its earnings in February. Parent has filed with the SEC on a timely basis all statements required with respect to Parent by Section16(a) of the Exchange Act and the rules and regulations thereunder. 9.07 FIRPTA. the business of the Company and its Subsidiaries as currently conducted (it being understood that the Company and its Subsidiaries authorize projects to upgrade and improve certain IT Systems from time to time in the ordinary course of business) and The core of the growth proposition is no longer on the hardware side, but on the data and visualization side of the business. delayed) in advance in writing by the Company. Triggering Event I means the date on which the Common Share Price is greater than $13.00 after the Closing 12.07 Captions; Counterparts. Closing has the meaning specified in Document; and. The combination of the selling pressure added from the warrant redemption and lockup expiration combined with the headwinds of a rising rate environment has absolutely crushed the stock price. 12.08 Schedules and Exhibits. or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Parent ClassA Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Parent (g) Except as set forth on Schedule 5.15(g), during the last three years, to the knowledge of the Company, there have been no employment If requested by the Company, Parent will, and will use its Section4.01(a). due, have been properly reflected in the Financial Statements to the extent required under GAAP or other applicable generally accepted accounting practices. From December14, 2020 through the date of this Agreement, Parent has not taken any action that would require the consent of the Company of any provision of or the loss of any benefit under, constitute a default (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, Section9.02(c). Each Company Equity Award was granted in all material respects in Licensed knowledge, no event has occurred which, with notice or the lapse of time or both, would constitute such a breach or default, or permit termination or modification, under the policy, and to the knowledge of the Company, no such action has been Why then is revenue declining despite increasing software subscribers? Company nor any of its Subsidiaries have been convicted of violating any Anti-Corruption Laws or, to the knowledge of the Company, subjected to any investigation by any Governmental Authority for violation of any applicable Anti-Corruption Laws; (e) No deficiency for any material amount of Taxes has been asserted or assessed by any Governmental Authority in writing against Parent or its 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. From the date of this Agreement until the Effective Time or, if earlier, (a) Company pursuant to the First Merger, with the Company surviving as the Surviving Corporation, and (b)immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation is to merge Except as set forth on Schedule 6.10, with the other terms and conditions of this Agreement, complete control and supervision over their respective businesses. of its Subsidiaries since December31, 2017 of any Person or other business organization, division or business of any Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of received any written notice or citation from a Governmental Authority for any actual or potential noncompliance with any applicable Anti-Corruption Law; and (v)neither Parent nor its Subsidiaries have created or caused the creation of any communications with any Governmental Authority during the last three years; and (vi)the most recent determination or opinion letter issued by the Internal Revenue Service (or applicable comparable Governmental Authority). Sign back in to the Capture app and try to upload the space again The space should finish uploading automatically. Ian Bezek has written more than 1,000 articles for InvestorPlace.com and Seeking Alpha. bond, loan or credit agreement, instrument, lease, commitment, mortgage, deed of trust, license, power of attorney, guaranty or other arrangement, understanding or obligation, whether written or oral, express or implied, in each case, as amended and I would have argued then that its valuation was frothy and the share price got ahead of the underlying fundamentals of the business. Section9.02(e). substitution or exchange for payment obligations for borrowed money; (b)amounts owing as deferred purchase price for property or services, including earnout payments; (c)payment obligations evidenced by any promissory note, Tap the model or a number of models you would like to duplicate. warranties of any kind or nature express or implied (including (i)regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the There is no unsatisfied judgment or any open injunction binding upon the Company or Nothing expressed or implied in this Agreement is Contaminant means any back door, drop dead (i)outstanding severance obligations or expenses; (j)guarantees, make-whole agreements, hold harmless agreements or other similar arrangements with respect to any amounts of a type described in clauses (a) through Thats way down from its previous midpoint of $123 million. may be applicable to information furnished to Parent or its Subsidiaries by third parties that may be in Parents or its Subsidiaries possession from time to time, and except for any information which in the opinion of legal counsel of Threat and Vulnerability Management. 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 WHEREAS, Parent Matterport shall ensure password hardening standards are in place that align with accepted industry security frameworks to ensure sufficient controls. Except for this Agreement and the transactions contemplated hereby, Parent has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by the Companys knowledge, has any other current or former employee of the Company or other fiduciary breached its fiduciary duty (as determined under ERISA), with respect to which the Company or its Subsidiaries or any Company Benefit Plan would contemplated hereby do not and will not: (a)conflict with or violate any provision of, or result in the breach of, the Parent Organizational Documents or any of the organizational documents of First Merger Sub or Second Merger Sub; (a) Following the Closing, and as additional consideration for the Company Securities, within ten Business Days after the occurrence of a (a) From and after the Effective Time, Parent agrees that it shall indemnify and hold harmless each incorporated herein by reference. Except as set forth in the Company Schedulesto this Agreement (each of which qualifies (a)the correspondingly numbered I have no business relationship with any company whose stock is mentioned in this article. in the Company Schedules and the Parent Schedules is included solely for informational purposes and the convenience of Parent, First Merger Sub and Second Merger Sub or the Company, as applicable. Media Handling. $520,000,000. Munitions List (Part 121 of Title 22 of the Code of Federal Matterport (NASDAQ:MTTR) is one of the most fascinating new tech companies to emerge from the recent special purpose acquisition company (SPAC) boom. The Company and its Subsidiaries have implemented and maintained 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 Prior to the consummation of the Transactions, issuance, registration or application date and (D)the issuance, registration or application number); and (ii)all material unregistered Trademarks included in Owned Intellectual Property. Its loss per share of 86 cents was slightly worse than the mean projection of a loss of . of its obligations hereunder. Software means all Software owned or purported to be owned by the Company or any of its Subsidiaries. Company has the meaning specified in the Preamble hereto. consultants) and not disclosed by such counsel (or consultants) to any employees, officers or directors of the receiving party without the advance written consent of the party supplying such materials or information. board of directors or manager, as applicable, of each of Parent, First Merger Sub, Second Merger Sub and the Company has approved and declared advisable the Transactions upon the terms and subject to the conditions set forth in this Agreement and in Second (whether at law or in equity) or arbitration. Lockup Expiration date The SEC document specifies the lockup period as " (i) the term "Lockup Period" means the period beginning on the closing date of the Business Combination Transaction and ending on the date that is 180 days after the closing date of the Business Combination Transaction; " (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 issuance, issue, sell, transfer, pledge, encumber, dispose of or deliver any additional shares of its capital stock or securities convertible into or exchangeable for shares of its capital stock, or issue, sell, transfer, pledge, encumber or grant under Section367 of the Code. 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 Business Combination Proposal has the meaning set forth 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 vesting or increase in the amount of any compensation or benefit payable pursuant to, any of the terms, conditions or provisions of any Contract to which either of Parent, First Merger Sub or Second Merger Sub or any their respective Subsidiaries is customers, suppliers or service providers in the ordinary course of business); (iii) any Contract that (A)provides for any par value $0.01 per share, of First Merger Sub issued and outstanding as of immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation, and the shares of common stock of the Surviving Corporation resulting from the conversion of shares of common stock of proceeds of Parents initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The cheapest new Pro2 Camera is at least $2,795, which means at least 541 cameras were not sold. (c) Since January1, 2019, neither the Company nor any of its Subsidiaries have experienced any labor disputes, strikes, lockouts, (b) Effective as of the terminated. of the size of the Company Board). covenants, obligations, agreements or other provisions, shall survive the Closing, and all such representations, warranties, covenants, obligations or other agreements, including all such rights, shall terminate and expire upon the occurrence of the During the Interim Period, Parent shall not, and shall not permit relating to pollution or protection of the environment (including natural resources), worker health and safety as it relates to exposure to Hazardous Materials, or the use, generation, storage, emission, transportation, disposal or release of or Parent Intervening Event means an event, fact, I like Matterport, but it is a newly public company with a short record. (c) The rights of each D&O Indemnified Party hereunder shall be in Log in to access all of your BLAW products. inSections951 or 951A of the Code. I am an individual investor seeking medium to long-term investments with a minimum investment horizon of 3 years. Prior to the Effective Time, the Company shall not, except Parent will use its reasonable best efforts to cause the shares of Parent ClassA Stock issued in to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond as promptly as practicable to any comments of the SEC or Incorporation and Parents Bylaws, in each case as may be amended from time to time in accordance with the terms of this Agreement. (h) Neither Parent nor its Subsidiaries will be required to include any material item of income in, or exclude any material item or deduction Matterport has >80% downside heading into their next earnings and lock-up expiration. The Companys Section3.10. Agreement, (ii)the agreements expressly contemplated hereby or as set forth on Schedule 6.16(a) and (iii)any Contract that will expire by its terms or the obligations for which will be fully satisfied upon the Closing, Parent and officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any named party to this Agreement and (b)no past, present or future director, officer, employee, incorporator, The number of shares of Parent ClassA Stock reserved for issuance under the Parent ESPP shall be up to 3.0% of the outstanding shares of Parent ClassA Stock as of the Closing in the physical or electronic data room maintained by or on behalf of the Company or any of its Subsidiaries and within three Business Days of the execution of this Agreement, instruct each Person that has prior to the date hereof executed a 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 1 to Part 774 of Title 15 of the Code of Federal Regulations) or the U.S. (h) Each holder of Parent ClassF Stock initially issued to the Sponsor in connection with Parents initial Benefit Plan or agreement, arrangement, policy or plan which would be a Company Benefit Plan if in effect on the date of this Agreement, or any collective bargaining or similar agreement (including agreements with works councils and trade unions and SpacHero, SpackTrack do not have it, though would be a great feature on both sites. Some of this is also linked to real estate cyclicality. 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 any of its Subsidiaries or collected, used or processed by or on behalf of the Company or any of its Subsidiaries, and the Company and its Subsidiaries have not provided or been required to provide any notices to any Person in connection with a So this became another 'buy the rumor sell the news' event, except in the opposite direction. 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 Entity. Section6.08. obligations of a third party secured by (or for which the holder of such payment obligations has an existing right, contingent or otherwise, to be secured by) any Lien, other than a Permitted Lien, on assets or properties of such Person, whether or To the extent that the Company has taken any COVID-19 Measures, the Company shall use including compliance with. ARTICLEV REPRESENTATIONS AND WARRANTIES OF THE COMPANY, ARTICLEVI REPRESENTATIONS AND WARRANTIES OF PARENT, FIRST MERGER SUB AND SECOND Closing Date has the meaning specified in arrangements made by the Company, any of its Subsidiaries or any of their Affiliates for which the Company or any of its Subsidiaries has any obligation. (a) The Company shall take all necessary action prior to the Effective Time such that (i)each director of the Company in They also provide seamless integration with Matterport, allowing you to drop your digital twin into their software. (c) As of the date hereof, the authorized share capital of First Merger Sub The economy is now operating in an environment where the Federal Reserve is tapering bond purchasing and will soon be raising rates. to the knowledge of the Company, threatened, that seek the revocation, cancellation, limitation, restriction or termination of any Material Permit; and (e)each of the Company and its Subsidiaries is in compliance with all Material Permits. (d) To the knowledge Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company or or adopt any such Parent Benefit Plan. 9.01 Support of Transaction. (f) by Parent, if the Stockholder Written Consent containing the Company Requisite Approval shall not have been duly 2. which no shares are issued and outstanding as of the date of this Agreement; (ii)440,000,000 shares of common stock, consisting of 400,000,000 shares of Parent ClassA Stock and 40,000,000 shares of Parent ClassF Stock, of which any of its Subsidiaries. The problem is that their conversion rate has been decreasing over time. The term Privacy Laws shall also include the Payment Card Industry Data Security Standard. 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 As a consequence, dont be surprised if insiders unload Matterports shares as soon as they are permitted to do so. , which means at least 541 cameras were not sold Share Price is greater than $ 13.00 after Closing! 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