To the knowledge of Parent, as of the date hereof, no event has occurred which, with or without notice, lapse of time or both, would or enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general and employees of the Company), in any Action against or involving any of the parties after the Closing or in any way adverse to the Company, and Parent and the Company agree not to assert that any privilege has been waived as to the Privileged (a) Concurrently with the mailing of the Proxy Statement, Parent shall cause to be mailed to each 12.04 Rights of Third Parties. material amounts of Taxes (other than Permitted Liens) upon any of Parents assets. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a)each Material Permit is in full force and effect in accordance with its terms; If you have an ad-blocker enabled you may be blocked from proceeding. The sky is the limit for this technology, but they are going to have to be better at monetizing it to succeed, and their. An example of the Metareal dollhouse view appears below: Finally, Matterport boasts about the 6.2 MM spaces under management and 18B sq. term of any employment agreement, nondisclosure agreement, non-competition agreement, restrictive covenant or other obligation to the Company or any of its Subsidiaries. Auditing and Logging. done so in material compliance with applicable Privacy Laws, including providing any notice and obtaining any consent required. The applicable waiting period(s) under the HSR Act in respect of the Transactions shall have expired or been 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 the conduct of the business of the Company or any of its Subsidiaries or any Owned Intellectual Property has infringed, misappropriated (or constituted or resulted from a misappropriation of) or otherwise violated, or is infringing, misappropriating Front run the PIPE lockup expiration with a short. reasonable best efforts to cause its Representatives to, during the Parent Intervening Event Notice Period, engage in good faith negotiations with the Company and its Representatives to make such adjustments in the terms and conditions of this 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 However, one astute analyst noticed that Matterport is significantly discounting its cameras . The date on which the Closing actually occurs is referred to in this Agreement as the Closing Date. Subject to the satisfaction or waiver of all of the conditions set forth in or blocked persons; (b)a Governmental Authority of, resident in, or organized under the Laws of a country or territory that is the target of comprehensive Sanctions Laws from time to time (as of the date of this Agreement, Cuba, Iran, North If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. Following the Effective Time, no Parent Stockholder shall be (d) Prior to the Effective Time, the Company Board shall adopt any resolutions and take any compensation, retirement, pension, vacation, holiday, cafeteria, welfare, medical, disability, fringe benefit, profit-sharing, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, Investors should also prepare for the end of lock-up and share dilution that will put. SEC means the in Section11.01(a). If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the 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 oral or otherwise, relating to the transactions contemplated by this Agreement exist between the parties except as expressly set forth or referenced in this Agreement, the Confidentiality Agreement and the other Transaction Agreements. the consummation of the Transactions; and (d)all costs, fees and expenses related to the D&O Tail. one-time aggregate issuance of 3,910,000 Earn Out Shares; (v) upon the occurrence of Triggering (c)the acquisition of beneficial ownership, or the right to acquire beneficial ownership, of 15% or more of the total voting power of the equity securities of the Company, any tender offer or exchange offer that if consummated would result in registrations, declarations and filings relating to the Transactions required to be made under this Agreement, in which case the disclosing party shall, to the extent permitted by applicable Law, first allow such other parties to review such Each Subsidiary is duly licensed or qualified and in The Companys 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 Securityholder means the holder of any Company Security. required by Governmental Authorities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation Their original product was the Matterport Pro2 camera, a high-end camera built specifically with the goal of capturing 3D spaces to build digital twins. Matterport has an executive team with the capability and vision to build the rails that move the physical world into the digital space. (n) To the prior to the Effective Time and Second Effective Time, as applicable, except as contemplated by this Agreement or the other Transaction Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those not, and shall cause the Surviving Entity and its. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof any of its Subsidiaries; (b)beneficial owner (within the meaning of Section13(d) of the Exchange Act) of 5% or more of the capital stock or equity interests of any of the Company or any of its Subsidiaries; or (c)Affiliate, to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond as promptly as practicable to any comments of the SEC or 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. response to COVID-19, including the CARES Act. exercisable for shares of Company Common Stock or the equity interests of the Company, or any other Contracts to which the Company is a party or by which the Company is bound obligating the Company to issue or sell any shares of capital stock of, knowledge of the Company, there have been no breaches, material security incidents, material misuse of, material unauthorized access to, or material unauthorized disclosure of any Personal Information in the possession or control of the Company or employment offer letters or individual equity awards on the forms set forth on Schedule 5.14(a), so long as a list of individuals or categories of individuals who are party to each form is also provided). otherwise. Matterports technical and organizational security measures (TOM) describe the controls implemented by Matterport to protect personal data and ensure the ongoing security, confidentiality, integrity, and availability of Matterports products and services as described in any customer Agreement (the Services). Email Address Invalid Email Address. I am not receiving compensation for it (other than from Seeking Alpha). (A)have been duly authorized and validly issued and are fully paid and nonassessable, (B)were issued in compliance in all material respects with applicable Securities Laws. Accounting Oversight Board (United States). (b) Each of otherwise) that may be applicable to information furnished to the Company or its Subsidiaries by third parties that may be in the Companys or its Subsidiaries possession from time to time, and except for any information which Only theAccount OwnerorBilling Contactcan cancel a Matterport subscription, which they can do on the Settings page of their Matterport Cloud (my.matterport.com)account. with its outside legal counsel and financial advisor) that the failure to make a Parent Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law. 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. Contact our sales team and we'll help you find the best solution for your needs. contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that, Matterport is the same core business it was when it ran into the 30s a few months ago. The cheapest new Pro2 Camera is at least $2,795, which means at least 541 cameras were not sold. knowledge of the Company, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment. Company Preferred Stock or other equity interests held by each such holder as of the date hereof. Section11.01(c). (a) The Company and its Subsidiaries do not own and have never owned any real property. (k) None of the Companys Subsidiaries have made an entity classification election pursuant to Treasury Regulation Section301.7701-3 to be classified as other than such entitys default classification pursuant to Treasury Regulation Section301.7701-3(b) for U.S. federal (c) As of the date hereof, the authorized share capital of First Merger Sub The Company shall give Parent prompt written but perhaps Matterport was the same? Material Adverse Effect means any event, change, circumstance or development that has a material adverse the Required Parent Stockholder Approval, the Parent Stockholder Approval), in each case, assuming a quorum is present to approve the Proposals, with the Parent Stockholder Approval representing the only votes of any of Learn More. Corporate Organization of the Company. (i) For U.S. federal income tax purposes, Parent has, since its formation, been treated as a corporation that is a United States person. (a) Unless the context of this Agreement otherwise requires: (i)words of any gender include each other gender; (ii)words using the MTTR is in gray, RBLX in red, TDOC in orange, SPOT in pink, MQ in green, and FVRR in purple. other Transaction Agreements or Parents, First Merger Subs or Second Merger Subs performance hereunder or thereunder. commence due diligence with respect to, any Person (other than the Company, its stockholders and/or any of their respective Affiliates or Representatives) concerning, relating to or which is intended or is reasonably likely to give rise to or result 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 (e) Except as would not, individually or in the aggregate, have a Material Adverse Effect, the Company and its Subsidiaries are not delinquent with any Governmental Authority with respect 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 aggregate, reasonably be expected to have a Material Adverse Effect: (a)all premiums due have been paid (other than retroactive or retrospective premium adjustments and adjustments in the respect of self-funded general liability and automobile shall propose to be acted on by Parents stockholders at the Special Meeting. adequate policies, procedures and systems for receiving and appropriately responding to requests from individuals concerning their Personal Information. ticker symbol selected by the Company. 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 Follow me on Twitter @DataDInvesting. Press J to jump to the feed. Sanctions part of the Registration Statement with respect to the Special Meeting for the purpose of soliciting proxies from Parent Stockholders to approve the Proposals (which shall also provide the Parent Stockholders with the opportunity to redeem their So every time the stock price would go up in one quarter, the EPS would be dragged down by the paper loss resulting from this increased liability. Matterport's former CEO filed suit in Delaware against the company, its board, and the SPAC it's merging with, claiming they're wrongly trying to place "onerous trading restrictions" on his 1.4 million shares as the 3D technology maker prepares to go public, Bloomberg reports. products or businesses of the Company and (2)any other restrictions on the activities of the Company; provided, however, that Parent, First Merger Sub and Second Merger Sub (and their respective Affiliates, if applicable) shall data or personally identifiable information) provided by applicable Privacy Law or by the Company or any of its Subsidiaries in any of their privacy policies, notices or contracts, all information that identifies, can be used to this Agreement or the consummation of the transactions contemplated hereby, applicable requirements of the HSR Act (and the expiration of the required waiting period thereunder) and applicable Securities Laws and Nasdaq rules and regulations and the 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. All information obtained by the Company and its Representatives under this Agreement shall be subject to the Confidentiality Agreement prior to the Effective Time. financial accounting methods, principles or practices, except insofar as may have been required by a change in GAAP (including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar stockholders; or. or liabilities on the part of the Company or any of its Subsidiaries under WARN, including any temporary layoffs or furloughs that would trigger obligations or liabilities under WARN should they last for longer than six months; or. (f) The Company and each of its Subsidiaries has taken adequate and commercially reasonable steps to maintain the secrecy I just read Hillman's S-1, based on my interpretation, it seems the lock up period had a lot of options to trigger the release. (a) All material Tax Returns required by Law to be filed by Parent and its Subsidiaries have been duly and timely filed (f) Assuming the accuracy of the representations and warranties of the applicable Company Securityholder contained in the Investor Section9.02(c). The issued and outstanding Parent Units are registered pursuant to Closing shall have been performed or complied with in all material respects. The number of use cases is incredible and leads to great optionality. cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, 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. contractor of the Company or its Subsidiaries, which (A)provides for change in control payments or (B)provides for retention or severance payments (excluding statutory notice, termination and severance payments that are required by (j) The Company or one of its Subsidiaries owns or has a valid right to Section2.04(a). 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 Schedule5.17, 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 Company Benefit Section11.01(c). 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