by (B)the Per Share Company Common Stock Consideration, and then rounding the resulting number down to the nearest whole number of shares of Parent ClassA Stock; and (iii)the per share exercise price for the Parent all purposes. the Closing Date. Issuance Proposal has the meaning specified in are rendered inoperative by the Transactions. asserting or enforcing, any of its Patents. (d) Neither the Company nor any of its Subsidiaries has I have no business relationship with any company whose stock is mentioned in this article. Period: (a) change or amend the certificate of incorporation, bylaws or other the users consent. The obligations of Parent to consummate, or cause to be consummated, the Mergers To the extent that the Company has taken any COVID-19 Measures, the Company shall use Breach means, with respect to any agreement, a partys knowing and intentional material breach of any of its representations or warranties as set forth in such agreement, or such partys material breach of any of its covenants or operation of their respective businesses. In the its staff and to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Mergers. 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, perform its obligations under this Agreement and consummate the Transactions. (iv) and (vi), in each case, to the extent that such change has a disproportionate impact on the Company and its Subsidiaries, taken as a whole, as compared to other industry participants): (i)any change or development material default or breach under any Real Estate Lease Document by the Company or any of its Subsidiaries or, to the knowledge of the Company, by the other parties thereto. matter in the Company Schedules or the Parent Schedules, where a representation or warranty of the Company or Parent, as applicable, is limited or qualified by the materiality of the matters to Terms, conditions, features, support, pricing, and service options are subject to change without notice. The excitement for Matterport's technology and their year-over-year (YoY) growth has driven the market cap to over $5.5B. I wrote this article myself, and it expresses my own opinions. designation, declaration or filing with, any Governmental Authority is required on the part of Parent, First Merger Sub or Second Merger Sub with respect to Parents, First Merger Subs or Second Merger Subs execution or delivery of was, required to contribute to, or has or, within the past six years had, any actual or contingent liability in respect of (including by reason of sponsoring, maintaining or contributing to or having an obligation to contribute to, at any point ClassA Stock subject to each Rollover Option shall be determined by multiplying (A)the number of shares of Company Common Stock subject to the corresponding Company Stock Option as of immediately prior to the Effective Time and Company RSUs. Person (other than employees, contractors or other service providers of the Company or any of its Subsidiaries who have entered into written agreements restricting the disclosure and use of such source code or related materials). Representatives not to, directly or indirectly: (a)initiate, solicit or knowingly encourage or knowingly facilitate any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer Please disable your ad-blocker and refresh. In short, Matterports current operating trajectory is fairly weak, plus several big opportunities are coming up for its stockholders to unload a high number of shares. Matterport hosts all its applications with Amazon Web Services (AWS) in a multi-tenancy environment. upon either First Merger Sub or Second Merger Sub or to which First Merger Sub or Second Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of First Merger Sub or Action, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to any social or civil unrest. Matterport may engage and use vendors, acting as sub-processors, that access, store, or process certain customer data. Security Incidents. (c) Net Tangible Assets. shares of Company Common Stock, Company Preferred Stock or other equity interests of the Company authorized, reserved, issued or outstanding. singular or plural number also include the plural or singular number, respectively; (iii)the terms hereof, herein, hereby, hereto and derivative or similar words refer to this entire Agreement; Key thing for everyone here: FOLLOW SEC FILINGS FOR SPACs/STOCKS you own. There was no clearly defined singular date that gave the market advanced notice. of ERISA and regulatory guidance issued thereunder, and neither the Company nor any current or former employee that serves as a fiduciary under any Company Benefit Plan has engaged in any breach of fiduciary duty (as determined under ERISA) nor, to The parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. (b) To the knowledge of the Company, there has been no release of, or exposure of any Person to, any Hazardous Materials at, in, on or under The approval of this Agreement by the stockholders of any of the parties shall not restrict the ability of the board of directors of any of the parties to terminate that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; (c)furnish any non-public information regarding the Company or any of its Subsidiaries or access to Merger), such Second Merger to be consummated immediately upon filing of the Second Certificate of Merger or at such later time as may be agreed by Parent and the Company in writing and specified in the Second Certificate of Merger (the Event V, a one-time aggregate issuance of 3,910,000 Earn Out Shares; and. Specified Commercial Transaction Guide (Japan), Open the Matterport Capture app on your iOS device, When finished with your scan, tap the "Upload" icon in the top right, The original owner (giver) initiates the transfer from Matterport Cloud (. $520,000,000. Making matters much worse, the company slashed its full-year guidance, implying that bad Q4 results are coming as well. made available to Parent or its representatives true, correct and complete copies (or to the extent no written copy exists, an accurate summary) of, as applicable: (i)the current plan document (and all amendments thereto) and any trust or vote. No consent, approval or authorization of, or Sarbanes-Oxley Act with respect to any of the foregoing are, or will be, as applicable, available on the SECs Electronic Data-Gathering, Analysis and Retrieval Parent ClassA Stock means Parents ClassA Common Stock, par value $0.0001 per Contaminant means any back door, drop dead with, Section262 of the DGCL (such shares, Dissenting Shares), shall not be converted into the right to receive the Per Share Company Common Stock Consideration, the Per Share Company Preferred Stock Consideration or the listing on Nasdaq, subject only to (i)the requirement to have a sufficient number of round lot holders and (ii)official notice of listing. all respects with applicable Law relating the such withholding or collection, required to have been withheld or collected by it in connection with amounts paid to or by any employee, independent contractor, creditor, stockholder or any other party, (ii)to the knowledge of the Company, do not contain any viruses, worms, Trojan horses, bugs, faults or other devices, errors, contaminants or effects that (A)materially disrupt or adversely affect the functionality of the IT Systems, Parent Organizational Documents means the Certificate of (f) Nasdaq Listing. shares of Company Stock outstanding as of immediately prior to the Effective Time and owned by a Company Stockholder who is entitled to demand and has properly demanded appraisal for such shares in accordance with, and who complies in all respects Act, the Sherman Act, the Clayton Act and any applicable foreign antitrust Laws and all other applicable Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of This ultimately expedites your user workflow by eliminating the . 6.15 Parent Listing. contemplated hereby; (c)the Parent and Merger Sub Representations constitute the sole and exclusive representations and warranties of Parent, First Merger Sub and Second Merger Sub; (d)except for the Company Representations made by the The opinions expressed in this article are those of the writer, subject to the InvestorPlace.com Publishing Guidelines. Or at least, get portfolio exposure to it? significant deficiency or material weakness in the system of internal accounting controls utilized by Parent; (ii)any fraud, whether or not material, that involves Parents management or other employees who have a role in the preparation We are also starting to see lowered guidance and should expect a QoQ revenue decline in Q4 2021. D&O Tail 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 DLLCA has the meaning specified in the Recitals hereto. to authorize the Companys performance hereunder or thereunder. in Section5.07. 6.19 Parent Stockholders. obligations exercisable or exchangeable for or convertible into any shares of the capital stock or other equity interests, of such Person. documentation error or corruptant that would have a material effect on the operation or use of the Owned Company Software. The fourth quarter is always a down quarter for real estate, so it makes sense that it overall revenue would decrease. after 5:00 p.m., New York City time, on the fourth Business Day immediately following the day on which Parent delivered the Parent Intervening Event Notice (such period from the time the Parent Intervening Event Notice is provided until 5:00 p.m. Concurrently with the Closing, or as soon as practicable thereafter, ArticleIV, such share of Company Preferred Stock so converted shall no longer be outstanding and shall cease to exist, and the holder of such share of Company Preferred Stock shall thereafter cease to have any rights with Unlike many of its fast-lane peers whose fortunes are tied to the electric vehicle (EV) market such as QuantumScape (NYSE: QS ), Fisker (NYSE: FSR ) or Blink Charging (NASDAQ: BLNK ), MTTR is a spatial 3D . interpreted by the staff of the SEC) to the extent such pro forma financial statements are required by Form S-4. Source: Matterport Trading for as much as $37.60 on Dec. 1, it fell to as low as $20.16 on Dec. 15. (i) The Company and its Subsidiaries are in compliance in all material respects with all COVID-19 modification to this Agreement in the manner contemplated by Section12.10 and by an agreement in writing executed in the same manner (but not necessarily by the same persons) as this Agreement. There is an argument to be made that part of this might be attributable to seasonality, and I will be very interested to see what happens in Q122, but the trend is clear. successor of any of the foregoing; provided, however, that Parent Related Parties shall not be deemed to include Parent, First Merger Sub or Second Merger Sub. So to summarize: Target files definitive proxy prior to merger vote which specifies how soon they must register PIPE shares (typically 30-45 days), Following business combination, target files a S-1 and amended S-1s as needed, After SEC review (typically 5-10 business days after initial S-1 filing), the SEC declares the S-1 effective. MERGER SUB. ordinary course of business consistent with past practice. In the Q3 earnings call, they mentioned that the conversion rate from free to paid users was around 8% and that free users usually convert within 45 days. Parent has not taken any action prohibited by Section402 of the Sarbanes-Oxley Act. Watch this video to the end to see . pending or threatened Action) or compromise or settle any liability; (vi) incur, guarantee or otherwise become liable for (whether Material Permits has the meaning Two Wall Street Legends will reveal their #1 recommendations and full "roadmap" for navigating the coming AI revolution. organization) or applicable Law; (r) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form Investors should also prepare for the end of lock-up and share dilution that will put downward pressure on an inflated stock price. Without limiting the generality of the foregoing, the Company shall reasonably cooperate with Parent in connection with Learn more about a Bloomberg Law subscription. to or licensed, provided or distributed under any license meeting the Open Source Definition (as promulgated by the Open Source Initiative as of the date of this Agreement) or the Free Software Definition (as promulgated by the Free Software Letter of In the interview from Pittman referenced above, he stated that people often ask what the business model is for the metaverse, but that Matterport is already 5 or 10 years into building revenue-generating products from the metaverse. 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; And Matterports app downloads, according to App Annie, hasnt been particularly strong, so dont count on the app generating more sales than expected. 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 Museum owners can have somebody from the other side of the world pay money to walk through a digital twin of their space. Each party 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. From the date hereof through the Closing, Parent shall use reasonable best efforts to ensure Parent remains listed as a public company on, and for shares of Parent The cameras are not very profitable, but they are vital for driving users to the companys subscription and service offerings. RSUs (vested or unvested) and Company Stock Options (vested or unvested) held by such Company Securityholder) held by such Company Securityholder as of immediately prior to the Effective Time plus (ii)the total number of shares of to a material amount of Taxes; (F)surrender any right to claim a material refund of Taxes; (G)settle or compromise any examination, audit or other Action with any Governmental Authority relating to any material Taxes; or (H)consent Workstation Protection. Matterport has >80% downside heading into their next earnings and lock-up expiration. commercially reasonable efforts to cure such Terminating Company Breach (the Company Cure Period), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not That was way below analysts average estimate of more than $29 million. But the key is to have an undisputed date for all this to happen around. As of the date hereof, there are no outstanding, and since December31, Contracts means any contract, agreement, indenture, note, Password Management. I am not receiving compensation for it (other than from Seeking Alpha). Insurance quotes are better, leading to cost savings for the customer and less fraud for the insurance 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, calls, rights or other securities convertible into or exchangeable or exercisable for the equity interests of the Companys Subsidiaries (including any convertible preferred equity certificates), or any other Contracts to which any of the Vendor Management. last three years, there have been no failures, breakdowns, continued substandard performance, data loss, material outages, material unscheduled downtime or other adverse events affecting any such IT Systems that have caused or could reasonably be 5.17 Brokers Fees. indebtedness of the Companys Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Subsidiaries stockholders may vote. (e) Subject to approval of the Proposals, the shares of Parent ClassA Stock to be issued by Parent in connection with the Transactions, upon issuance in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable, and will not be subject to any preemptive rights of any Software is or has been included, incorporated or embedded in, linked to, combined or distributed with or used in the delivery or provision of any Owned Company Software, in each case, in a manner that requires or obligates the Company or any of its 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 (b) For the However, due to their subpar execution, I am not convinced that they are capable of fully monetizing their product. Company Series C Preferred Stock means the Companys Series C Preferred Stock, par value Matterport came public through a reverse merger SPAC. Closing Form 8-K has personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the determined adversely, could, individually or in the aggregate, reasonably be 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 Copyright Section9.02 to the contrary, if, at any time prior to obtaining the Parent Stockholder Approval, the Parent Board determines in good faith, after consultation with its outside legal counsel, that in response to a Parent From and after the Closing Date, Parent shall, and shall cause the Surviving Entity and its Subsidiaries to, honor, in accordance with their respective terms, each of the covenants contained in this 3.08 Cash in Lieu of Fractional Shares. (i) The Owned Company Software is free from any defect, virus or programming, design or (b) Prior to the Closing, the Company shall purchase a tail transactions contemplated by this Agreement to occur at or immediately prior to the Closing, including the Mergers. representation, warranty or covenant and (b)such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on The next two months could be treacherous for Matterport's shares. 8.10 Bylaws. Company Series Seed Preferred Stock means the Companys Series Seed Time, the Surviving Entity and its Subsidiaries)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, (A)any Contract of a type required to be listed on Exchangeable for or convertible into any shares of Company Common Stock, Preferred! 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