As the company began marketing and selling this sophisticated piece of hardware, it became apparent that the real long-term value proposition came not from selling cameras, but from selling subscriptions and extracting data from the resulting digital spaces. If, between the date of this Agreement and the Closing, the outstanding shares of Company Stock shall have Account as permitted by the Trust Agreement). from the U.S. Federal Trade Commission, the U.S. Department of Justice or any other Governmental Authority regarding any of the Transactions; (ii)permit each other to review in advance any proposed substantive written communication to any such bond, debenture, mortgage or other debt instrument or debt security; (d)contingent reimbursement obligations with respect to letters of credit, bankers acceptance or similar facilities (in each case to the extent drawn); (e)payment other Transaction Agreements or Parents, First Merger Subs or Second Merger Subs performance hereunder or thereunder. 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 any of its Affiliates or Representatives to, take, directly or indirectly, any action to solicit, initiate, continue or engage in discussions or negotiations with, or enter into any agreement with, or encourage, respond, provide information to or 11.01 Termination. (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 None of Parent or any of its Affiliates has taken any action in an attempt to terminate or any of its Subsidiaries has or could reasonably be expected to have any obligation or liability, including all employment, consulting, retention, severance, termination, change in control, collective bargaining, incentive, bonus, deferred (t) enter into any agreement to do any action prohibited under this Section7.01. substantial risk of forfeiture within the meaning of Section83 of the Code, except as disclosed in the Parent SEC Reports with respect to certain shares of Parent ClassF Stock and Parent Warrants held by the Sponsor and the Insiders. business consistent with past practice; (i) (A) make, rescind or change any material Tax election in a manner inconsistent with past Not sure where to start? Prior to the Effective Time, the Company shall not, except $520,000,000. reasonably acceptable to the Company (the Letter of Transmittal), which shall (i)have customary representations and warranties as to title, authorization, execution and delivery and (ii)specify that delivery of the Per (b) Effective as of the All information META, NVIDIA, FACEBOOK, AMAZON all are working towards metaverse the next technology. (including, in each case, following the Closing) other than such effects, individually or in the aggregate, which have not had and would not reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, shares of Parent ClassA Stock in conjunction with a stockholder vote on the Business Combination). Section7.06 shall survive the termination of this Agreement for any reason. or the occurrence or the. Subsidiaries or any of the holders of Company Common Stock, Company Preferred Stock or other Company equity interests or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, Nasdaq (d) As of the date hereof, all outstanding membership interests of Second Merger Sub have been duly authorized and validly issued and are not This one quarter of massive growth has allowed Matterport to drive the narrative that they are a high growth company. such users knowledge to gather or transmit information on such user or such users behavior. thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (b)if a partnership, limited liability company or other business entity, a 1 to Part 774 of Title 15 of the Code of Federal Regulations) or the U.S. with respect to equity awards in accordance with the terms of such equity awards as of the date hereof; (c) enter into, or amend or modify statements and other documents required to be filed by it with the SEC since December14, 2020 (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the Parent SEC Please disable your ad-blocker and refresh. Upon the terms and subject to the conditions of this (B)investigations or inquiries from relevant authorities related to the same. 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. 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. (d) If Parent or, Registration Statement to contain 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 the circumstances under which they were made, not for making modifications or derivative works; (iii)disclose, contribute, distribute, license or otherwise make available to any Person any Owned Company Software for no or nominal charge; or (iv)grant a license to, or refrain from excise, severance, production, stamp, occupation, premium, personal property, real property, capital stock, profits, disability, registration, value added, capital gains, goods and services, estimated, customs duties, escheat, sales, use, or other acknowledgment by the Company or Parent, as applicable, that the matter is required to be disclosed by the terms of this Agreement, nor shall such disclosure be deemed (a)an admission of any breach or violation of any Contract or Law, Those three factors were warrants being redeemed, unlocking of PIPE shares, and a macroeconomic shift away from growth companies in a rising rate environment. thereto, with respect to the: (i)approval of the Business Combination (as defined in the Certificate of Incorporation) (the Transaction Proposal); (ii) approval of the Parent A&R Charter (the Amendment Companys and its Subsidiaries written policies regarding Personal Information; and (iii)the Companys and its Subsidiaries contractual obligations with respect to the receipt, collection, compilation, use, storage, 5.05 Governmental Authorities; Consents. Matterport retains operational procedures and controls for the secure disposal of systems and media to render all information or data contained therein as undecipherable or unrecoverable prior to final disposal or release from Matterport possession. The Company or one of its Subsidiaries has valid and enforceable rights to use, pursuant to a written license, sublicense, agreement or permission, all Licensed Intellectual Intervening Event, the failure to make a Parent Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law, the Parent Board may, prior to obtaining the Parent Stockholder Approval, make a Parent Change in 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 Agreement as if fully set forth herein. Significant Customers has the meaning specified in 7.04 Termination of Certain Agreements. Net dollar expansion rate is the amount of revenue that Matterport sees this year from existing customers compared to last year. 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 (xv) enter into any agreement to do any action prohibited under this Section8.02. Each The delivery of the Per Share Company Common Stock Consideration, the Per Share Company Press J to jump to the feed. None of the information relating to the Company or any of its Subsidiaries supplied by the Company, or A downgrade could also be a change in terms, such as going from a Professional-Annual to a Professional-Monthly plan. (iv), (v) and (vi)ofSection 4.01(a)shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, (g) The holders of the Parent ClassF Stock have waived any adjustment to the Initial Conversion Ratio (as defined in the Certificate of or after the Closing) (as so adjusted, the Earn Out Shares), upon the terms and subject to the conditions set forth in this Agreement and the other agreements contemplated hereby: (i) upon the occurrence of Triggering Event I, a one-time aggregate issuance of 3,910,000 Earn Out All Company It depends on whether or not the PIPE anchors are mostly long or short. Parent has performed all material obligations required to be officer, director or individual independent contractor thereof (Parent Benefit Plans), nor does Parent, First Merger Sub, Second Merger Sub or any of their respective Subsidiaries have any obligation or commitment to create Per Share Company Preferred Stock Consideration means, Section11.01(c). and its Subsidiaries for purposes of seeking any consents and approvals required in connection with the Transactions. 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, the Companys knowledge, has any other current or former employee of the Company or other fiduciary breached its fiduciary duty (as determined under ERISA), with respect to which the Company or its Subsidiaries or any Company Benefit Plan would connection herewith or therewith and any and all exhibits and schedules thereto. (iii)neither the Company nor any of its Subsidiaries have conducted or initiated any internal investigation or made any voluntary, directed or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising Learn more about a Bloomberg Law subscription. 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. 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 principles of equity. 7.02 Inspection. Company Section8.01 without limit as to time. As discussed, Management hyped the YoY revenue growth, but that growth has faded. Parent has filed with the SEC on a timely basis all statements required with respect to Parent by Section16(a) of the Exchange Act and the rules and regulations thereunder. To the knowledge of the Company, any third party who has provided Personal Information to the Company has In the Q1 2021 earnings presentation, 108% YoY revenue growth is the first bullet on the Recent Business Highlights slide. ArticleX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, (a)the Company and First Merger Sub shall cause the First Certificate of Merger I will not be buying now and will instead sit on the sidelines. with respect to the Transactions in any report or form to be filed with the SEC (Closing Form 8-K), the form and substance of which shall be approved (which approval shall not be (d) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. minimum, franchise, gross income, adjusted gross income or gross receipts, employment, unemployment, compensation, utility, social security (or similar), withholding, payroll, ad valorem, transfer, windfall profits, franchise, license, branch, outside the Trust Account or (ii)specific performance or other equitable relief in connection with the consummation of the Transactions so long as such claim would not affect Parents ability to fulfill its obligation to effectuate the in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving Entity and its Subsidiaries, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance Entity. No Open Source (b) The affirmative vote of: (i)holders of a majority of the outstanding shares of The economy is now operating in an environment where the Federal Reserve is tapering bond purchasing and will soon be raising rates. other equity interests in or debt securities of, the Company; and (B)no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in the Company. This Agreement (together with the Company Schedules, the Parent Schedules and the Exhibitsto this threatened, Actions and, to the knowledge of Parent, there are no pending or threatened investigations, in each case, against Parent, or otherwise affecting Parent or its assets, including any condemnation or similar proceedings, which, if To trigger an earn-out, the share price must maintain the price for 10 out of 30 consecutive days. A big chunk of Matterports revenues comes from selling cameras to clients so that they can film their facilities and create 3D digital model of them using Matterports software. Prior to or at the Closing (subject to the satisfaction or waiver of the conditions set forth in ArticleX and provision of notice thereof to Continental (which notice Parent shall provide to Continental in under which Parent or its Subsidiaries could be liable after the Closing Date for the Tax liability of any Person other than Parent, First Merger Sub or Second Merger Sub, except for customary agreements or arrangements with customers, vendors, (which, in its capacity as the surviving company of the Second Merger, is sometimes hereinafter referred to as the Surviving Entity) following the Second Merger, and the separate corporate existence of the Surviving Corporation pending or threatened Action) or compromise or settle any liability; (vi) incur, guarantee or otherwise become liable for (whether Plan. Parent would result in the loss of attorney-client privilege or other privilege from disclosure or would conflict with any applicable Law or confidentiality obligations to which Parent or any of its Subsidiaries is bound, Parent shall of Company Common Stock covered by such Company Equity Award, the cash exercise price per share of such Company Equity Award (if applicable) and the applicable expiration date. (v)any issuance of capital stock of Parent; or (vi)any revaluation by Parent of any of its assets, including any sale of assets of Parent other than in the ordinary course of business. Information prior to the Closing. I'm just guessing here but you probably understand their situations better than I do. However, their yearly conversion rate from 3Q20 to 3Q21 was 5.9% and their yearly conversion rate from 4Q20 to 4Q21 was only 4.4%. The Parent SEC Reports were, and the Additional Parent SEC Reports will be, prepared in accordance with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may effects, individually or in the aggregate, which have not had and would not 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 First Merger Approval Requirement has the meaning The firm is pioneering a new business model that involves offering geospatial services to landlords and retail business operators. Software means any and all: (a)computer programs, including any and all software implementation of If you have an ad-blocker enabled you may be blocked from proceeding. means the date on which the Common Share Price is greater than $25.50 after the Closing Date, but within the Earn Out Period. The first of these is warrants. Except as otherwise agreed in writing by the Company and Parent prior to the representations letter in substantially the form attached hereto as Exhibit F, duly executed by each Company Stockholder that executes the Stockholder Written Consent. I have no business relationship with any company whose stock is mentioned in this article. Governmental Order means any ruling, order, judgment, injunction, edict, decree, writ, stipulation, Password Management. (a)statutory or common law Liens of mechanics, materialmen, warehousemen, landlords, carriers, repairmen, construction contractors and other similar Liens: (i)that arise in the ordinary course of business; (ii)that relate to 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. Except as set forth on Schedule 5.11(c), none of the Company or any of its Subsidiaries has received from any Person in Information for or on behalf of the Company or its Subsidiaries have agreed to comply with applicable Privacy Laws in all material respects. subsequent amendments and other modifications thereto. Volume seems too low for pipe unlock. OK, some Matterport lockup research: Usual stuff from the MTTR filing: "the term "Lockup Period" means the period beginning on the closing date of the Business Combination Transaction and ending on the date that is 180 days after the closing date of the Business Combination Transaction." 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 misleading; provided, however, that, if any such action shall be taken or fail to be taken or such development shall otherwise occur, Parent and the Company shall cooperate fully to cause an amendment or supplement to be made promptly The partnership with Meta Platforms (FB) has only resulted in a free data set for research purposes and not revenue. 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