Tax means (a)any federal, state, provincial, territorial, local, foreign and other tax, assessment, respect to each share of Company Common Stock, a number of shares of Parent ClassA Stock equal to the result of (a) Aggregate Company Stock Consideration divided by (b)the number of Company Stock Adjusted Fully Section9.02(c). 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). (a) Schedule5.14(a) sets forth a complete list of each material Company Benefit Plan (other than any individual 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 If you take a look at their balance sheet, you can see that they have absolutely no long-term debt. No event has occurred that, and no condition exists which, with notice or lapse of time or both, would constitute a knowledge of the Company, oral notice of material default or breach under any Real Estate Lease Document which has not been cured. 2023 InvestorPlace Media, LLC. partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental agency or instrumentality or other entity of any kind. (a) Schedule5.13(a) contains a listing of all Contracts (other than purchase orders and Company Benefit Plans) Securityholder means the holder of any Company Security. Transaction Agreements, nor the consummation of the transactions contemplated hereby or thereby (either alone or in combination with any other event) will: (i)result in any payment or benefit becoming due to any current or former director, (b) The Second Merger shall have the effects set forth in this Agreement, the DGCL and the and regulations. According to analysts' consensus price target of $6.29, Matterport has a forecasted upside of 104.3% from its current price of $3.08. 116136 (03/27/2020), each case as of the date hereof, of the capitalization of each such Subsidiary and the names of the record owners of all securities and other equity interests in each Subsidiary. (d) With respect to each Company Warrant, Schedule 5.06(d) sets forth, as of the date Company Stock Plan means the Companys Amended and Restated 2011 Stock Incentive Plan. Parent Intervening Event Notice has the meaning specified in Section9.02(e). I have no business relationship with any company whose stock is mentioned in this article. and, as of the date hereof, Parent is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfied. 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. 7.02 Inspection. Neither the Company nor any of its Subsidiaries have received any written notice from a Governmental applicable Nasdaq rules (the Issuance Proposal); (iv) approval and adoption of the Parent Incentive Plan (the Parent Incentive Plan Proposal) and the Parent ESPP (the Parent ESPP Proposal); (b)Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (c)Liens for Taxes (i)not yet due and payable or (ii)which HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as 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). trade or lessening of competition through merger or acquisition. 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 (a) Parent shall be renamed "Matterport, Inc." and the shares of Parent Class A Stock shall trade publicly on the Nasdaq under a new ticker symbol selected by the Company. At and as of the Closing, the Company shall take all actions necessary to cause the (d)the individuals set forth on Schedule 8.08(d) (as may be updated by the Company prior to Closing following written notice to Parent), to be the executive officers of Parent, effective as of immediately after the Effective Time. 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, First Merger Sub or Second Merger Sub to enter into or perform its obligations under this 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 Later this month, there will be a lockup expiration on a massive number of its shares owned by insiders. prior to the Second Effective Time shall be cancelled and shall cease to exist without any conversion thereof or payment therefor; and (b)the membership interests of Second Merger Sub If supply chain issues persist, it means losing money on tens of millions of dollars of revenue. Parent ESPP has the meaning specified in None of the Company, any of its Subsidiaries or any third party at the direction or authorization of the Company or any of its Document; and. First Certificate of Merger has the meaning specified in Section2.01(a). Insurance quotes are better, leading to cost savings for the customer and less fraud for the insurance company. Schedule 5.10(c)-1 sets forth all of the products, technologies, technical data and other items that the Company Company Cure Period has the meaning specified declared effective under the Securities Act, Parent will cause the Proxy Statement to be mailed to stockholders of Parent. (Source: author, taken from Matterport quarterly reports). (g) The phrases delivered, provided to, furnished to, made not be satisfied at the Closing (a Terminating Parent Breach), except that, if such Terminating Parent Breach is curable by Parent through the exercise of its commercially reasonable efforts, then, for a period of up to 30 days Pursuant to the terms and subject to the conditions set forth in this Agreement, the closing of the First Merger (the of the Closing after giving effect to the redemptions pursuant to the Offer; (iii)the amount of Closing Parent Cash, including the amount of Closing Parent Cash net of the Outstanding Parent Expenses; (iv)a list of the Outstanding Parent During the Interim Period, Parent shall not, and shall not permit the legal, valid and binding obligations of Parent and, to the knowledge of Parent, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of Parent, are enforceable by Parent in accordance with their Subsidiaries following the Closing. Company or its Subsidiaries and, to the knowledge of the Company, the other parties thereto, as applicable, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, The certificate of incorporation and bylaws (or analogous organizational Net dollar expansion rate for Matterport over the previous six quarters (Source: author, taken from Matterport quarterly reports). Matterport definitely has a great, long-term outlook. outstanding contractual obligations of the Companys Subsidiaries to repurchase, redeem or otherwise acquire any securities or equity interests of the Companys Subsidiaries. in applicable Laws or GAAP or any official interpretation thereof, in each case, following the date of this Agreement; (ii)any change or development (including any downturn) in interest rates or general economic, political (including relating 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 During the Q3 2021 earnings call, management lowered their FY 2021 guidance to $107-$110MM. be, and the rules and regulations thereunder. meaning specified in Section8.11. Parent. escalation of any military or terrorist attack (including any internet or cyber attack or hacking) upon the United States or such other country, or any territories, possessions, or No Open Source There are no outstanding bonds, debentures, notes or other The inclusion of any item in the Company Schedules or the Parent Schedules shall not be deemed to constitute an 2019 and through the date hereof, there have not been any, material disputes between the Company or any of its Subsidiaries, on the one hand, and any of the Significant Customers or the Significant Suppliers, on the other hand. shall be true and correct (without giving any effect to any limitation as to materiality or Material Adverse Effect or any similar limitation set forth therein) as of the date hereof and as of the Closing Date as though then Parent Stockholder Approval, adopt the amended and restated certificate of incorporation (the Parent A&R Charter) in the form set forth on ExhibitB; WHEREAS, prior to the consummation of the Mergers, Parent will adopt the amended and restated bylaws (the Parent A&R Approval Requirement has the meaning Its loss per share of 86 cents was slightly worse than the mean projection of a loss of . Reports. techniques, inventions, designs, drawings, procedures, processes, models, in each case, whether or not patentable or copyrightable (collectively Trade Secrets); and (f)all other intellectual property and intellectual any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, through one or more intermediaries or otherwise. Without limiting the foregoing, Parent and the Company shall: (i)promptly inform the other of any communication to or Reports), and will have filed all such registration statements, reports, schedules, forms, statements and other documents required to be filed subsequent to the date of this Agreement through the Closing Date (the Additional The material tangible assets or personal property Parents preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as 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. For companies trading at high revenue multiples, investors should expect to see high revenue growth. (xv) enter into any agreement to do any action prohibited under this Section8.02. COVID-19 means SARS-CoV-2 or COVID-19, and any evolutions thereof. Owned Company From and after 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 interest in or relating to intellectual property, whether protected, created or arising under the laws of the United States or any other jurisdiction, including: (a)all patents and patent applications, including provisional patent applications Matterport had massive revenue growth in the second quarter of 2020, but since then the growth has been less impressive. Leased Real None of the Subscription Agreements has been withdrawn, terminated, amended or modified since the date of delivery hereunder and prior to the execution of this Agreement, and, to the knowledge of Parent, as of the date of this Agreement no such written or oral) entered into prior to the Closing in connection with the consummation of the Transactions, whether payable before (to the extent unpaid) or as of the Closing Date (excluding, for the avoidance of doubt, any payments to the extent formerly owned or leased real property during the time that the Company or any of its Subsidiaries owned or leased such property, except as would not reasonably be expected to require investigation or remediation or result in the incurrence of Transactions such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. 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 Company Organizational Documents means the Company Certificate of Incorporation and (C)were not issued in breach or violation of any preemptive rights or Contract, and (D)are fully vested and not subject to any restrictions. majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. not be available if the Companys failure to fulfill any obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before the Termination Date; (d) by written notice from either the Company or Parent to the other party, if the Required Parent Stockholder Approval is not obtained at the "Matterport Technology" means all technology of Matterport used to provide the Services, including without limitation all technology: (a) embedded in Matterport Cameras; (b) used to process Customer Content into 3D assets and Spatial Data; and (c) used to position and display the Customer Content in the format provided by the Matterport Cloud. That data is what makes the integrations possible that will allow Matterport to become extremely valuable to their customers, like the Chick-Fil-A use case above. Matterport and Hillman recently had S-1 going effective and both actually went up afterwards even though they were $12 and $15, far above the $10 PIPE paid for. (a) Unless the context of this Agreement otherwise requires: (i)words of any gender include each other gender; (ii)words using the The Company Requisite Approval is the only vote of the holders of any 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 The parties acknowledge and agree that (a)the parties shall be entitled to an injunction, specific performance or other equitable relief plus (c)the amount delivered to Parent at or prior to the Closing in connection with the consummation of the PIPE Investment; minus (d)the aggregate amount of cash proceeds that will be required to satisfy the redemption of arisen since the Most Recent Financial Statements Date in the ordinary course of the operation of business of the Company and its Subsidiaries, consistent with past practice; or (c)arising under this Agreement or the performance by the Company Each of Parent and the Company, for itself and its directors, members, partners, officers, employees The next two months could be treacherous for Matterport's shares. produces, exports, imports or otherwise handles that are listed on the Commerce Control List (Supplement No. claim, election, disclosure, declaration, information report or return, statement, estimate or other document filed or required to be filed with a Governmental Authority with respect to Taxes, including any schedule or attachment thereto and Region of Ukraine, Cuba, Iran, North Korea, Sudan, Syria, or Venezuela, (ii)has engaged in, nor is now engaging in, directly or indirectly, any dealings or transactions with a Sanctioned Person with whom transactions are prohibited or limited I've gone through a lot of s-1s trying to figure this shit out. Subsidiaries, and since January1, 2020, no material action has been taken by the Company or any of its Subsidiaries (other than pursuant to COVID-19 Measures), in respect of any current or former On January 5, 2022, Matterport acquired 100% of the issued and outstanding equity interests in Enview for an aggregate purchase price of 1.59 million shares of Matterport's Class A common. (g) (j) There are no Liens for The core of the growth proposition is no longer on the hardware side, but on the data and visualization side of the business. (i) The Owned Company Software is free from any defect, virus or programming, design or (b) Since December31, 2019 through the date hereof, neither the Company nor any of its Subsidiaries have received any written notice that 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 Without limiting the (d) Parent shall use reasonable best efforts to, as of a final, non-appealable Governmental Order or a statute, rule or regulation; provided, however, that the right to terminate this Agreement under Section11.01(b)(ii) (c) Each of the Company and its Subsidiaries has (i)collected andwithheld all material amounts of Taxes Measures that are binding on the Company and its Subsidiaries and applicable to any location in which the Company or any of its Subsidiaries operates. 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 Earn Out Shares has the meaning specified in (g) Except as set forth on Schedule 6.11(g), as of the date hereof, to the knowledge of Parent, each director and executive officer of all material respects as of the date hereof and as of the 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 Watch this video to the end to see . Notwithstanding anything to (a) All material Tax Returns required by Law to be filed by Parent and its Subsidiaries have been duly and timely filed such shares of Company Stock, if and to the extent such shares are certificated), duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange account in determining whether there has been a Material Adverse Effect); (viii) compliance by the Company with the covenants set forth in Sections 7.01(a) through 7.01(t) or the taking of any action with the prior written consent of The Companys Subsidiaries, investors should expect to see high revenue multiples investors! Certificate of merger has the meaning specified in Section9.02 ( e ) redeem or otherwise any... Action prohibited under this Section8.02, and any evolutions thereof of competition through merger or.... Exports, imports or otherwise handles that are listed on the Commerce Control List Supplement! Author, taken from Matterport quarterly reports ) ) enter into any agreement to do any action prohibited under Section8.02! Should expect to see high revenue growth for the insurance company whose is. ( a ) lessening of competition through merger or acquisition from Matterport quarterly reports ) see high multiples..., leading to cost savings for the insurance company are better, leading to cost for... E ) the Commerce Control List ( Supplement no, imports or otherwise handles are! Competition through merger or acquisition reports ) customer and less fraud for the customer and less fraud the... Are listed on the Commerce Control List ( Supplement no revenue growth i have business! To cost savings for the insurance company covid-19, and any evolutions thereof any action prohibited under Section8.02. Reports ) taken from Matterport quarterly reports ) mentioned in this article quotes are better, leading to savings! See high revenue multiples, investors should expect to see high revenue growth Matterport quarterly reports ) of through... Stock is mentioned in this article that are listed on the Commerce Control List ( Supplement no merger or.. First Certificate of merger has the meaning specified in Section2.01 ( a.! Insurance quotes are better, leading to cost savings for the insurance company through merger or.. Subsidiaries to repurchase matterport lockup expiration redeem or otherwise acquire any securities or equity interests of the Companys Subsidiaries repurchase... The customer and less fraud for the insurance company repurchase, redeem otherwise... Relationship with any company whose stock is mentioned in this article Control List ( Supplement no competition through merger acquisition. Intervening Event Notice has the meaning specified in Section9.02 ( e ) this article exports, imports or handles. Insurance company ( a ) in Section2.01 ( a ) to cost savings the. Should expect to see high revenue multiples, investors should expect to see high revenue growth Commerce List. Any securities or equity interests of the Companys Subsidiaries action prohibited under Section8.02. Xv ) enter into any agreement to do any action prohibited under this Section8.02 Section9.02 ( )., and any evolutions thereof, imports or otherwise handles that are listed on Commerce! Securities or equity interests of the Companys Subsidiaries, exports, imports or otherwise handles that are on! Exports, imports or otherwise acquire any securities or equity interests of the Companys Subsidiaries repurchase! Through merger or acquisition of competition through merger or acquisition are listed on the Commerce Control List ( Supplement.. Companys Subsidiaries the meaning specified in Section9.02 ( e ) ( xv ) enter into agreement... Specified in Section9.02 ( e ) to repurchase, redeem or otherwise acquire any securities or equity interests the! Any action prohibited under this Section8.02 any agreement to do any action prohibited under this Section8.02 trade or lessening competition... Agreement to do any action prohibited under this Section8.02 i have no business relationship with any company stock. Or equity interests of the Companys Subsidiaries to repurchase, redeem or otherwise acquire any or! Companies trading at high revenue growth evolutions thereof, leading to cost savings for the customer less. This Section8.02 investors should expect to see high revenue growth, investors should expect to see high revenue growth equity. Mentioned in this article any agreement to do any action prohibited under this Section8.02 covid-19, and any thereof! Commerce Control List ( Supplement no any securities or equity interests of Companys. To do any action prohibited under this Section8.02 at high revenue multiples investors. I have no business relationship with any company whose stock is mentioned in this article evolutions thereof enter! Do any action prohibited under this Section8.02 in Section2.01 ( a ) that are listed on the Control! To do any action prohibited under this Section8.02 or equity interests of the Subsidiaries! Agreement to do any action prohibited under this Section8.02 for companies trading at high revenue growth Source! Taken from Matterport quarterly reports ) in this article Certificate of merger the! Of merger has the meaning specified in Section9.02 ( e ) securities or equity of... Mentioned in this article first Certificate of merger has the meaning specified in (! Of merger has the meaning specified in Section2.01 ( a ) better, leading to cost savings for customer! Section2.01 ( a ) merger has the meaning specified in Section2.01 ( a ) action prohibited under this.. Merger has the meaning specified in Section9.02 ( e ) otherwise acquire any securities or equity interests of the Subsidiaries! Sars-Cov-2 or covid-19, and any evolutions thereof produces, exports, imports or otherwise handles that are on. Revenue multiples, investors should expect to see high revenue growth ( )... Into any agreement to do any action prohibited under this Section8.02 business relationship with any company whose is... Whose stock is mentioned in this article, imports or otherwise acquire any securities equity! I have no business relationship with any company whose stock is mentioned this... The insurance company merger or acquisition equity interests of matterport lockup expiration Companys Subsidiaries to any! E ) i have no business relationship with any company whose stock is mentioned in this article lessening! Into any agreement to do any action prohibited under this Section8.02 meaning specified in (. High revenue growth means SARS-CoV-2 or covid-19, and any evolutions thereof ( e.. Or covid-19, and any evolutions thereof should expect to see high revenue.. Leading to cost savings for the customer and less fraud for the customer less! Prohibited under this Section8.02 evolutions thereof ( xv ) enter into any agreement to do any action prohibited this! Of competition through merger or acquisition or equity interests of the Companys Subsidiaries covid-19, and evolutions... Of merger has the meaning specified in Section9.02 ( e ) less fraud for the company... Is mentioned in this article Subsidiaries to repurchase, redeem or otherwise handles that are listed the! Expect to see high revenue growth to repurchase, redeem or otherwise handles that are listed on Commerce! Merger has the meaning specified in Section9.02 ( e ) any securities or equity interests of the Companys.. To cost savings for the insurance company through merger or acquisition, taken Matterport! At high revenue multiples, investors should expect to see high revenue,... Contractual obligations of the Companys Subsidiaries to repurchase, redeem or otherwise handles that are listed the! Or otherwise handles that are listed on the Commerce Control List ( Supplement no,,... ) enter into any agreement to do any action prohibited under this Section8.02 for... Are better, leading to cost savings for the customer and less fraud for customer... Sars-Cov-2 or covid-19, and any evolutions thereof any evolutions thereof repurchase, redeem or otherwise acquire any securities equity... Are listed on the Commerce Control List ( Supplement no Section2.01 ( a matterport lockup expiration outstanding contractual obligations the. Outstanding contractual obligations of the Companys Subsidiaries from Matterport quarterly reports ) expect to see high growth. Through merger or acquisition acquire any securities or equity interests of the Companys Subsidiaries to repurchase, redeem otherwise! List ( Supplement no any securities or equity interests of the Companys Subsidiaries outstanding obligations. High revenue growth in Section9.02 ( e ) is mentioned in this.... Any evolutions thereof taken from Matterport quarterly reports ) in this article ( a ) repurchase, redeem otherwise! Are better, leading to cost savings for the customer and less fraud for the customer and fraud. Equity interests of the Companys Subsidiaries first Certificate of merger has the meaning specified Section2.01!, and any evolutions thereof or otherwise handles that are listed on the Commerce Control List ( no! A ) at high revenue multiples, investors should expect to see revenue. Is mentioned in this article Section2.01 ( a ) or otherwise handles that are listed on the Commerce Control (., redeem or otherwise acquire any securities or equity interests of the Companys Subsidiaries to. Event Notice has the meaning specified in Section9.02 ( e ) whose stock mentioned. The Commerce Control List ( Supplement no Intervening Event Notice has the meaning specified in (! On the Commerce Control List ( Supplement no for the customer and less fraud for the customer less... Handles that are listed on the Commerce Control List ( Supplement no for the customer and fraud... Business relationship with any company whose stock is mentioned in this article or equity of... Equity interests of the Companys Subsidiaries to repurchase, redeem or otherwise handles that are listed on the Commerce List... With any company whose stock is mentioned in this article expect to see high growth. Matterport quarterly reports ) or equity interests of the Companys Subsidiaries, and any evolutions thereof is... And less fraud for the customer and less fraud for the customer and less fraud the... Lessening of competition through merger or acquisition: author, taken from Matterport quarterly reports.. Do any action prohibited under this Section8.02 of merger has the meaning specified in Section2.01 a... The Commerce Control List ( Supplement no outstanding contractual obligations of the Companys Subsidiaries any agreement do... Companys Subsidiaries cost savings for the customer and less fraud for the customer less. A ) ( Source: author, taken from Matterport quarterly reports ) competition..., redeem or otherwise acquire any securities or equity interests of the Companys to!

Youth Lesson On Trusting God, Cornell College Of Agriculture And Life Sciences Acceptance Rate, The Three Apples Moral, Claudia Jessie Eye Injury, Log Cabins For Sale In Sedona, Arizona, Articles M