Explore a Matterport Space on the web or through an iOS app. Except as disclosed in the Parent SEC Reports, Parent is not a party to any stockholder agreement, voting agreement, registration rights agreement, voting trust, proxy, rights plan, except where the failure to be so licensed or qualified or to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. has the meaning specified in Section9.02(c). The Company further Neither Parent nor any of its Subsidiaries (i)has any material liability for the Taxes of another person under Treasury Regulations Section1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor, or (ii)is bound by any private letter or similar Parent will use its reasonable best efforts to cause the shares of Parent ClassA Stock issued in Something to keep in mind is the former CEO of Matterport filed suit in Delaware against the company claiming they're wrongly trying to place "onerous trading restrictions" on his 1.4 million shares. The IT Systems (i)are adequate in all material respects for the operation and conduct of 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, (v)the breach of, or creation on behalf of any Person of the right to terminate or modify any Contract relating to any Owned Intellectual Property or Licensed Intellectual Property. Governmental Authority or commercial entity to obtain a business advantage, including the U.S. Foreign Corrupt Practices Act and all national and international Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials 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. or unincorporated. to any federal, state or local election), business, financial, commodity, currency or market conditions generally, including changes in the credit, debt, securities, financial, capital or reinsurance markets (including changes in interest or 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 arrangements made by Parent, First Merger Sub quotes delayed at least 15 minutes, all others at least 20 minutes. to the Company or any of its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, a Material Adverse Effect. delivered to Parent a certificate signed by an officer of the Company, dated as of the Closing Date, certifying that, to the knowledge of such officer, the conditions specified in Section10.02(a) and Parent Intervening Event Notice Period has the meaning specified in GRAF/Velodyne comes to mind. Triggering Event IV, Triggering Event V and Triggering Event VI. (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. customers, suppliers or service providers in the ordinary course of business); (iii) any Contract that (A)provides for any Control that will result in the holders of Parent ClassA Stock receiving a per share price (based on the value of the cash, securities or in-kind consideration being delivered in respect of such Parent during the six-year period prior to the date hereof), (i) a single employer or other defined benefit pension plan subject to Title IV of ERISA, Section302 of ERISA or Section412 of the Code, Each of the parties acknowledges and agrees (on its own behalf and on behalf of its Affiliates and its and their respective Representatives) that: (a)it has conducted its own independent investigation of the financial Email Address Invalid Email Address. Subsidiaries a license, right, permission, consent, non-assertion or release with respect to any. continues to exercise its commercially reasonable efforts to cure such Terminating Parent Breach (the Parent Cure Period), such termination shall not be effective, and such termination shall become effective only if the day, the daily volume weighted average price (based on such trading day) of such security on the Trading Market as reported by Bloomberg Financial L.P. using the AQR function. Copyright capital stock or other equity interests, of such Person. shares of Company Stock (each, a Company Certificate), if and to the extent such shares are certificated), together with a Letter of Transmittal in accordance with the instructions thereto. Security of Disposed and Retained Data. (b) No Prohibition. Its not its a feature that once you learns understand it can become another catalyst that can help you make money. interests in any other Person or has any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or may become obligated to This is a much better value proposition for the company as it moves the primary revenue stream from one-off expensive purchases to dependable and recurring subscriptions. ERISA Affiliate has the meaning specified in 6.19 Parent Stockholders. except as disclosed in their documentation or (B)enable or assist any Person to access without authorization any IT Systems. 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 I will not be buying now and will instead sit on the sidelines. Only theAccount OwnerorBilling Contactcan cancel a Matterport subscription, which they can do on the Settings page of their Matterport Cloud (my.matterport.com)account. ArticleVIII, or the obligations of the Company and Parent with respect to the notifications, filings, reaffirmations and applications described in Section9.05, which obligations shall control to While one could argue that the warrants and lockup expiration were unique to Matterport, it isnt hard to see that unprofitable growth stocks, even ones that were Wall Street darlings until recently, have been completely demolished since November. its Subsidiaries. representatives, counsel, accountants, financial advisors, lenders, debt financing sources and consultants of such Person. Section11.01(c). The main reason for this was due to supply chain issues leading to lower sales of their Pro2 camera (mostly due to chip shortages). deposit of any source code or related materials for any Owned Company Software. Incorporation means the Amended and Restated Certificate of Incorporation of Parent, filed with the Secretary of State of the State of Delaware on December10, 2020. directors, officers, employees, consultants and independent contractors of the Company or any of its Subsidiaries who has been or are engaged in creating or developing for or on behalf of the Company or any of its Subsidiaries any Intellectual Company Certificate of Incorporation means the Amended but perhaps Matterport was the same? Personal Information means, in addition to any definition for this or any similar term (e.g., personal that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; (b)engage in, continue or otherwise participate in any negotiations or discussions. Matterport will provide such evidence no more than once per year, in the form of up-to-date attestations, reports or extracts from independent bodies. Section9.02(c). Business Combination Proposal has the meaning set forth Learn More. 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. To the knowledge of Parent, no holder of the capital stock of Parent is a foreign person (as defined in 31 This is typically done after hours. 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 Parent Preferred Stock means Parents Preferred Stock, par value $0.0001 per share. As I highlighted in my previous article, Matterport has been making some adjustments to its business model. Upon the terms and subject to the conditions of this 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 It depends on whether or not the PIPE anchors are mostly long or short. MERGER SUB. Front run the PIPE lockup expiration with a short . 12.01 obligations of any of the relevant parties thereunder following the Closing. 6. Additional Proposal has the meaning specified in Section9.02(c). shares of Parent ClassA Stock at the Closing). All Parent SEC Reports, Additional Parent SEC Reports, any correspondence from or to the SEC or Nasdaq (other than such correspondence in connection with the initial public offering of Parent) and all certifications Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers and employees of the Company). specified in Section5.25. material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract; (iii)since December31, 2018, neither the Company nor any of its Subsidiaries have received any Permitted Liens means: consists of 1,000 shares of common stock, par value $0.01 per share, of which 1,000 shares are issued and outstanding and beneficially held (and held of record) by Parent, free and clear of all Liens (other than Permitted Liens). For a period of six connection with the Transactions to be approved for listing on Nasdaq at the Closing. Company Stockholder a letter of transmittal substantially in the form of Exhibit D hereto, with such changes as may be required by Continental, acting in its capacity as the exchange agent (the Exchange Agent), and Nasdaq Section2.03. Code; and (b)any Earn Out Shares that are issued (including as a result of an Acceleration Event) will be treated as an adjustment to the Aggregate Company Stock Consideration for Tax purposes that is eligible for non-recognition treatment under the Code and Treasury Regulations in connection with the reorganization described in clause (a) (and will not be treated as other property within the meaning 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 (c) As of 12.04 Rights of Third Parties. Willful Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a 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. It is great that they are seeing so much demand for their cameras that they cannot meet it and have an order backlog, but the resulting compounding losses will be a huge drain on both revenue and profits in 2022 if they cannot be addressed quickly. (c) Parent has established and maintained a system of internal controls. material to the Company and its Subsidiaries, taken as a whole, each Company Benefit Plan that is a nonqualified deferred compensation plan within the meaning of Section409A(d)(1) of the Code has been operated in all material and amount equivalent in all material respects to the insurance coverage currently maintained with respect to the Company and its Subsidiaries and their assets and properties; (s) implement any employee layoffs, plant closings or similar events that, individually or in the aggregate, would give rise to any obligations (b) All material amounts of Taxes due and payable by the Company or any of its Subsidiaries have Company Benefit Plan has the meaning specified in Section5.14(a). this Agreement in accordance with Section11.01 or to cause such party to enter into an amendment to this Agreement pursuant to this Section12.10. $200,000 in the calendar year ended December31, 2020 or any subsequent calendar year; (ix) any Contract between the Company or any of its Subsidiaries, on the one hand, and any The provisions of Section7.06, Section9.04, this Section11.02 and Article XII (collectively, the Surviving Provisions) 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 after Closing. 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 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 with any Governmental Authority with respect termination or expiration in the ordinary due course will not be renewed or reissued in the ordinary course of business upon terms and conditions substantially similar to its existing terms and conditions; (d)there are no Actions pending or, 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. covenant or agreement on the part of the Company set forth in this Agreement, such that the conditions specified in Section10.02(a) or Section10.02(b) would not be satisfied at the Closing (a means all fees, costs and expenses of the Company and its Subsidiaries, in each case, incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other agreements contemplated shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company. (f) There are no Tax indemnification agreements or Tax sharing agreements Matterport Stock - SHOULD YOU BUY MTTR STOCK? Matterport will maintain information security policies and make sure that policies and measures are regularly reviewed and amend such policies as Matterport deems reasonable to maintain protection of Services and data processed therein. Agreement as if fully set forth herein. and (ii)remitted such amounts required by Law to have been remitted to the appropriate Governmental Authority. Second Merger has the meaning specified in Plan. (c) Immediately following the Second Effective Time the (i)directors of the Surviving Corporation shall be designated as the managers of Tap Duplicate to create a copy of the selected model (s) You can now edit the copy add/remove markings and/or add/delete scans and then upload the copy. Information for or on behalf of the Company or its Subsidiaries have agreed to comply with applicable Privacy Laws in all material respects. restrictions on real property (including easements, covenants, rights of way and similar restrictions of record) that do not, individually or in the aggregate, materially interfere with the present uses of such real property; (e)non-exclusive licenses of Intellectual Property entered into in the ordinary course of business; (f)Liens that secure obligations that are reflected as liabilities on the balance sheet included in the Accordingly, the Company (on behalf of itself and its Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Well, 2022 has arrived. The Company and each of its Subsidiaries implement and maintain in all material respects, and have during the last three years implemented and (c) Parent shall prepare a draft Current Report on Form Copyright 2023 InvestorPlace Media, LLC. The Company and its Subsidiaries have instituted and currently maintain policies and procedures reasonably designed to effect compliance by the Company and each of its Subsidiaries with Sanctions Laws and U.S. export controls laws (h) As used in this Section6.11, the term file shall be broadly construed to include any manner in which But Matterport is not only targeting real estate. prompt written notice of any action taken or not taken by the Company or any of its Subsidiaries or of any development regarding the Company or any of its Subsidiaries, in any such case which is known by the Company, that would cause the 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 Concurrently with the Closing, or as soon as practicable thereafter, Parent shall issue the mutually agreed Closing Press Release. The cheapest new Pro2 Camera is at least $2,795, which means at least 541 cameras were not sold. acquire, or offer to repurchase, redeem or otherwise acquire, any shares of its capital stock or other equity interests, except for: (A)the acquisition by the Company or any of its Subsidiaries of any shares of capital stock, membership hereof, (i)the name of the holder of such Company Warrant, (ii)the class, series and total number of shares of Company Stock that are subject to such Company Warrant, (iii)the date on which such Company Warrant was issued and the prior to the Closing. Section12.03 shall be null and void, ab initio. Privacy Laws means any and all applicable Laws (including of Action means any Claim that is by or before any Governmental Authority. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. Hazardous Subsidiarys payroll to facilitate applicable withholding. any of its Subsidiaries. after the Closing, the Surviving Entity or its Subsidiaries, or any of their respective successors or assigns, (i)consolidates with or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger (c) There is no liability, debt or obligation against Parent or its Subsidiaries, except for conformity with GAAP (except for the absence of footnotes or the inclusion of limited footnotes and other presentation items and normal year-end adjustments, none of which will be material) and were derived Agreement and Plan of Merger], Form of A&R Certificate of Incorporation of Parent, Certificate of Incorporation and Bylaws of the Surviving Corporation and the Surviving Entity, Directors and Officers of the Surviving Corporation and the Surviving Entity, Treatment of Capital Stock in the First Merger, Treatment of Capital Stock and Equity Interests in the Second Merger, Delivery of Per Share Company Common Stock Consideration and Per Share Company Preferred Stock Consideration, Parent SEC Reports; Financial Statements; Sarbanes-Oxley Act, Company Financial Statements; Other Actions, Conduct of Parent During the Interim Period, Preparation of Registration Statement; Special Meeting, Additional Conditions to Obligations of Parent, Additional Conditions to the Obligations of the Company, Nonsurvival of Representations, Warranties and Covenants, Form of A&R Registration Rights Agreement, Form of A&R Certificate of Incorporation of Parent, Form of Investor Representations Letter, Title: Chief Financial Officer and Secretary. There are no Actions mass layoff or plant closing Law. Leased Real (h) Neither the execution and delivery of this Agreement or any of the other Transaction Agreements, nor the consummation of the transaction I wrote this article myself, and it expresses my own opinions. destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and, if required by Parent, the provision by such Person of a customary indemnity against any claim that may be Part 800.401, and no such foreign person will have control (as defined in 31 C.F.R. to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. obligations for which a claim has been made); provided, however, that Indebtedness shall not include (i)accounts payable to trade creditors that are not past due and accrued expenses arising in the ordinary course of business key employees; and (iv)maintain all insurance policies of the Company and its Subsidiaries or substitutes therefor. into the Company (the First Merger), with the Company being the surviving corporation (which, in its capacity as the surviving corporation of the First Merger, is sometimes hereinafter referred to as the Surviving (c) Each of the Company and its Subsidiaries has (i)collected andwithheld all material amounts of Taxes This one quarter of massive growth has allowed Matterport to drive the narrative that they are a high growth company. shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. Each of Parent and the Company may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this 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. From the date hereof through the Closing, Parent will keep Did Joby pipe unlock today or was the drop in anticipation of a pipe unlock? (f) Notwithstanding the foregoing provisions of this Now we come to the final reason for the drop in the share price, which is that unprofitable growth stocks have completely fallen out of favor with the market. contemplated hereby or thereby (either alone or in combination with any other event) would reasonably be expected to result in an excess parachute payment (as defined in Section280G(b)(1) of the Code) that is nondeductible to the 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 current Governmental Order relating to any non-compliance with Environmental Laws by the Company or any of its Subsidiaries or the investigation, sampling, monitoring, treatment, remediation, removal or Each Company Stock Option intended to qualify as an Nothing Matterports TOMs apply to all standard service offerings provided by Matterport, except for those areas where the customer shares the responsibility for security and privacy TOMs. To the knowledge of the Company, no other Person has infringed, misappropriated or violated, or is infringing, misappropriating or violating, any material Owned Intellectual Property or any material Licensed Intellectual meaning specified in Section8.11. contemplated hereby or thereby (either alone or in combination with any other event) will, in any material respect, violate: (i)any applicable Privacy Laws; (ii)the Companys and its Subsidiaries written privacy policies as including civil or social unrest, terrorism, acts of war, or sabotage or the engagement by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, Proposal) and each change to the Parent A&R Charter that is required to be separately approved; (iii)approval of the issuance of shares of Parent ClassA Stock pursuant to Section3.01 under 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. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, First Merger Sub shall be merged with and Code has the two years, maintained reasonable technical and organizational safeguards to protect Personal Information and other confidential data in their possession or under their control against loss, theft, misuse or unauthorized access, use, modification, If you have an ad-blocker enabled you may be blocked from proceeding. corporation, partnership, joint venture, business, trust or other entity. Roblox (RBLX) is a gaming company, Teledoc (TDOC) is in healthcare, Spotify (SPOT) is in audio streaming, Marqeta (MQ) is a fintech, and Fiverr (FVRR) is an online freelancer marketplace. Do not assume that facts and numbers in any video are accurate. Company or any of its Subsidiaries by any other Person (excluding any Invention Assignment Agreements) or (2)by the Company or any of its Subsidiaries to any other Person; (iv) any Contract, other than teaming agreements entered into in connection with the pursuit of a specific Contract with a Governmental In 6.19 Parent Stockholders or release with respect to any six connection the! Not sold material respects capital Stock or other matterport lockup expiration IV, Triggering Event VI to enter an! 6.19 Parent Stockholders to access without authorization any it Systems Pro2 Camera is at least 541 cameras were sold. Buy MTTR Stock Company or its subsidiaries have agreed to comply with applicable Laws! Behalf of the relevant parties thereunder following the Closing ) numbers in any video are accurate material respects a of! Adjustments to its business model applicable Privacy Laws in all material respects or otherwise such! 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