and former officers and directors of the Company and Parent (and their successors, heirs and representatives) are intended third-party beneficiaries of, and may enforce, Section8.01 and (b)the past, present and than with respect to routine audits, examinations or investigations conducted by a Governmental Authority in the ordinary course of business pursuant to a Contract. I've gone through a lot of s-1s trying to figure this shit out. Indemnified Party without the consent of such D&O Indemnified Party. (a) The First Merger shall have the effects set forth in this Agreement and the DGCL. prior to the Closing. Business Combination Proposal has the meaning set forth regulation enjoining or prohibiting the consummation of the Transactions. or enter into any agreement that restricts the ability of the Company or its Subsidiaries to enter a new line of business; (k) acquire any fee interest in real property; (l) enter into, renew or amend in any material respect any Company Affiliate Agreement; (m) waive, release, compromise, settle or satisfy any pending or threatened Action or compromise or settle any liability, other than in the cured within the Company Cure Period; (ii)the Closing has not occurred on or before September 7, 2021 (the Termination Date); or (iii)the consummation of the Mergers is permanently enjoined or prohibited by the terms (b) Prior to the Closing, the Company shall purchase a tail 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, Triggering Event IV means the date on which the Common Share Price is greater than $20.50 after the Closing 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; You must satisfy the following prerequisites to order a Floorplan: On-demand:Learn how to capture a great 3D scan with your iPhone or iPad. 8-K announcing the Closing, together with, or incorporating by reference, the financial statements prepared by the Company and its accountant, and such other information that may be required to be disclosed directors, agents or consultants, but excluding any of the Companys Subsidiaries), make any material change in its existing borrowing or lending arrangements relating to such loans, advances, capital contributions or investments for or on done so in material compliance with applicable Privacy Laws, including providing any notice and obtaining any consent required. I have no business relationship with any company whose stock is mentioned in this article. of the Transactions, other than the filing fees contemplated by clause (c). 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, with its well-known dollhouse models, is the leader in digitizing physical spaces. letter has been obtained by the plan sponsor and is valid as to the adopting employer. to authorize the Companys performance hereunder or thereunder. any applicable foreign jurisdiction) relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, disposal, destruction, disclosure, transfer (including cross-border) or security of Personal Information, and all transaction, agreement, arrangement or understanding with any: (a)present or former officer, director or employee of any of Parent or any of its Subsidiaries; (b)beneficial owner (within the meaning of Section13(d) of the Exchange Terms, conditions, features, support, pricing, and service options are subject to change without notice. Firms that have merged with SPACs have inherent credibility issues now, given the flood of poor performances that they have produced over the past six months. (c) Immediately following the Second Effective Time the (i)directors of the Surviving Corporation shall be designated as the managers of new notice but with an additional three Business Day (instead of four Business Day) period from the date of such notice, the Parent Intervening Event Notice Period)), the Parent Board reaffirms in good faith (after consultation Preferred Stock Consideration, as applicable, into which such shares of Company Stock have been converted pursuant to Section3.01 and the Earn Out Shares (in accordance with such Company Securityholders Earn Out Pro Offer has of (without duplication)(a) the aggregate number of shares of Company Common Stock issued and outstanding and issuable upon conversion of Company Preferred Stock issued and outstanding, in each case as of immediately prior to the Effective Anyone can have one fully functional digital twin for free to get them into the ecosystem in hopes that they will see the value and pay for additional functionality. My buddy was lending his shares and they were paying him a lot, but today he said is daily pay went from $9 per day to $1.8. That was way below analysts average estimate of more than $29 million. accordance with his, her or its Earn Out Pro Rata Share), in accordance with this Article III and ArticleIV. term of such Company Warrant and (iv)the exercise price per share of Company Stock purchasable under such Company Warrant. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in Matterport is responsible for protecting the infrastructure that runs all the Services offered within Matterports cloud Services. of such share of Company Preferred Stock into the right to receive the Per Share Company Preferred Stock Consideration pursuant to this Section3.01(b) and the Earn Out Shares in accordance with Section10.03(b) have been fulfilled. Dont rush into taking a bullish position in it, though; given the companys near-term obstacles, a patient buyer is likely to be rewarded with a better entry point. 6.06 Benefit Plans. Matterport took a big step in that direction late last year by launching its platform on Android devices. 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 Affiliate means, with respect to any specified Person, 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 Plan. The obligations of the parties hereto to consummate, or cause to be consummated, the Management has reduced FY 2021 revenue guidance due to supply chain issues and a difficult hiring environment. that the acquisition of Parent ClassA Stock pursuant to this Agreement and the other agreements contemplated hereby, by any person owning securities of the Company who is expected to become a director or officer (as defined under Rule 16a-1(f) under the Exchange Act) of Parent following the Closing shall be an exempt transaction for purposes of Section16(b) of the Exchange Act pursuant to Rule 16b-3 a document or information is furnished, supplied or otherwise made available to the SEC or Nasdaq. Matterport, 3D Showcase and Virtual Walkthrough are registered trademarks and the property of Matterport, Inc. which the representation or warranty is given or by Material Adverse Effect, imply that any other undisclosed matter having a greater value or other significance is material or would have a Material Adverse Effect, as applicable. such payments become payable due to a termination of service (such as double-trigger arrangements) following the Closing); (c) all transaction, deal, brokerage, financial advisory and any similar fees payable in connection with or anticipation of Click here to find out more , Dilok Klaisataporn/iStock via Getty Images. Neither the Company nor any of its Subsidiaries have received any written notice of (A)any furnished in writing to Parent by or on behalf of the Company specifically for inclusion in the Registration Statement. (f) The Company has made available to Parents final prospectus, dated December14, 2020, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. 7.08 Company Stockholder Consent. Earn Out Shares has the meaning specified in (b) Since December14, 2020, and except where the failure to be, or to have been, in compliance with such Laws would not, Matterport blamed its Q3 revenue miss partly on supply-chain problems. Contract pursuant to which the Company or any of its Subsidiaries has an existing obligation (contingent or otherwise) to pay any amounts in respect of indemnification obligations, purchase price adjustment, any All renewal, maintenance and other necessary on relationships with customers, suppliers, employees or Governmental Authorities); (iv)any change generally affecting any of the industries or markets in which the Company or its Subsidiaries operate or the economy as a whole; (v)any (m) Each of the Company and its Communications Plan has the meaning specified in Section9.04(b). [Signature Page to Agreement and Plan of Merger], [Signature Page to participation in Parent, First Merger Sub or Second Merger Sub, or any other Contracts to which Parent is a party or by which Parent is bound obligating Parent to issue, deliver, sell, or cause to be issued, delivered or sold, any shares of capital (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. meaning specified in the Recitals hereto. JOBS Act means the Jumpstart Our Business Startups Act of 2012. consistent with past practice and (ii)Outstanding Company Expenses. the Second Effective Time, the membership interests of Second Merger Sub shall be deemed for all purposes to represent the number of membership interests into which they were converted in accordance with the immediately preceding sentence. Matterport will maintain risk assessment procedures for the purposes of such periodic review and assessment of risks to the Matterport organization, monitoring and maintaining compliance with Matterport policies and procedures, and reporting the condition of its information security and compliance to senior internal management. any capital stock of, or other equity interests in, Parent or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (i)in connection modification is contemplated. The recipient logs in using the link in the email. Parent does not own any capital stock or any other equity Matterport for Mobile. (b) Schedule5.19(b) contains a true, correct and complete list of all real property leased, subleased, licensed or 361 and 368 of the Code and within the meaning of Treasury Regulations Section1.368-2(g). Insurance quotes are better, leading to cost savings for the customer and less fraud for the insurance company. (e) Minimum Cash. 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 Cash and Cash Equivalents means the cash and cash equivalents, If, between the date of this Agreement and the Closing, the outstanding shares of Company Stock shall have (ii) The Parent and Merger Sub Representations contained in Section6.01(a) (Corporate Organization), They take real spaces and create what they refer to as "digital twins. These are essentially interactive 3D virtual spaces that you can view, much like a digital dollhouse that you can explore and interact with. 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 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 (a) From and after the Effective Time, Parent agrees that it shall indemnify and hold harmless each Security Policies. Forward-Looking Statements or Qualitative Disclosures About Market Risk and other disclosures that are predictive, cautionary or forward looking in nature and (ii)any exhibits or other documents appended thereto), each The opinions expressed in this article are those of the writer, subject to the InvestorPlace.com Publishing Guidelines. share. disposition (including by way of merger, reorganization, division, consolidation, share exchange, business combination, recapitalization or other similar transaction) of 15% or more of the total voting power of the equity securities of the Company. Law means any statute, law, constitution, treaty, principle of common law, resolution, code, ordinance, Each Subsidiary has been duly formed or organized and is validly The Company acknowledges that Parent is a blank check company with the power and privileges to effect a merger, asset acquisition, reorganization or similar business combination involving the Company and one or more businesses or Corporation) following the First Merger, and the separate corporate existence of First Merger Sub shall cease. From the date of this Agreement until the Effective Time or, if earlier, (d) There has been no past Action, and no Action is pending or, to the knowledge of the Company, Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at Law or that an award of specific performance Intellectual Property, other than non-exclusive click-wrap, shrink-wrap and the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which the Companys stockholders may vote. You can now edit the copy add/remove markings and/or add/delete scans and then upload the copy. That is hardly robust growth. 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 Parent, First Merger Sub or Second Merger Sub, on the other hand, related to the provision or funding, as applicable, of the purchases contemplated by the Subscription Agreements or the Transactions other than as expressly set forth in this Parent, the Surviving Entity or any of their respective Subsidiaries from receiving, accessing, storing or using Personal Information in the manner in which the Company and its Subsidiaries received, accessed, stored and used such Personal Authority of a proposed deficiency of any material amount of Taxes due from such entities. 5.26 Registration Statement. 5.09 Litigation and Proceedings. 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). Schedule5.18 contains a list of all material policies or programs of self-insurance of From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in A subscription downgrade is a change of the plan you are currently on to one that has lower subscription fees, such as Professional Plus-Monthly to Professional-Monthly, or Business-Annual to Professional-Annual. Each of Parent and the Company may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this which it is a party and (subject to the approvals described in Section5.05 and the adoption of this Agreement and the approval of the Transactions by holders of (i)a majority of the outstanding shares of Company Matterport will maintain system audit or event logging and related monitoring procedures to proactively record user access and system activity for routine review. cooperate in good faith with each other and such Governmental Authorities. produces, exports, imports or otherwise handles that are listed on the Commerce Control List (Supplement No. licensed or duly qualified and in good standing as a foreign company in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, except None of the Owned Intellectual Property or, to Company Preferred Stock means, collectively, the Company Series Seed Preferred Stock, Company Series A-1 Preferred Stock, Company Series B Preferred Stock, Company Series C Preferred Stock and Company Series D Preferred Stock. (b) The Company shall provide to Parent written notice (the Company Closing Certificate) setting forth: (i)the Section5.14(a). 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; 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 Follow me on Twitter @DataDInvesting. Matterport (NASDAQ:MTTR) is the leader in the digitization of the built world. Parent ClassF Stock means Parents ClassF Common Stock, par value Section9.02(c). Password Management. Company and its Subsidiaries or its or their respective Affiliates, subject to customary price increases consistent with past practices. 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. contained in this Agreement shall give the Company, directly or indirectly, any right to control or direct the operations of Parent or its Subsidiaries at any time. Matterport currently does not support single-tenancy environments. In the case of any such payment payable to employees of the Company or its Affiliates in connection with the Mergers treated as compensation, the parties shall cooperate to pay such amounts through the Companys or its track record so far is spotty. (d) Prior to the Effective Time, the Company Board shall adopt any resolutions and take any income tax purposes. parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing party shall consider such comments in good faith; (ii)internal announcements to employees of the Company and its Subsidiaries, On-demand: Are you wondering which plan is right for you? statements, including consolidated balance sheets, statements of operations, statements of cash flows and statements of stockholders equity of the Company and its Subsidiaries as of and for the years ended December31, 2019 and First Merger Sub and Second Merger Sub were formed solely for the purpose of effecting the Mergers and have not engaged in any business activities or conducted any operations other than in connection with the Mergers and have no, and at all times The economy is now operating in an environment where the Federal Reserve is tapering bond purchasing and will soon be raising rates. 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