fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general principles of equity. The metaverse is still a new concept to many people and might be difficult for some folks to grasp.To put it simply, the metaverse is a virtual world where people can do a number of things they would do in real life. (b)use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Parent, the Company or their respective Affiliates are required to obtain in order to consummate the Transactions, including any 5.10(c)-3, within the last five years, neither the Company nor any of its Subsidiaries (i)has engaged in, nor is now engaging in, directly or indirectly, any dealings or transactions in the Crimea We now must ask: Is Matterport capturing this revenue? Approval Requirement) and not to redeem such shares in connection with the Offer (the Non-Redemption Requirement). of the A&R Registration Rights Agreement duly executed by Parent, and (b)the Company shall deliver to Parent a copy of the A&R Registration Rights Agreement duly executed by the Company, and shall use reasonable best efforts to cause case, not to be unreasonably withheld, conditioned or delayed), except: (i)if such announcement or other communication is required by applicable Law, the disclosing party shall, to the extent permitted by applicable Law, first allow such other Matterport should simply not be valued as a high growth company until they can show high revenue growth. Source: Matterport Trading for as much as $37.60 on Dec. 1, it fell to as low as $20.16 on Dec. 15. Action, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to any social or civil unrest. The most obvious one is real estate. 5.23 Affiliate Agreements. Part 800.244) and who will acquire a substantial interest in the Company as a result of the 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. compliance with applicable Law, including the DGCL; and (iii)solicit proxies from the holders of Parent ClassA Stock to vote in accordance with the recommendation of the Parent Board with respect to each of the Proposals. pursuant to this Section8.01(b). other day on which commercial banks in NewYork, NewYork are authorized or required by Law to close. There is no unsatisfied judgment or any open injunction binding upon Parent which could, individually or in the aggregate, reasonably be 8.02 Conduct of Parent During the Interim Surviving Provisions has the meaning specified in Section11.02. Parents final prospectus, dated December14, 2020, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. The stock has also dropped precipitously along with every other growth stock since rallying to an ATH at the beginning of December. Permitted Liens means: I've gone through a lot of s-1s trying to figure this shit out. I have no business relationship with any company whose stock is mentioned in this article. The data is accessible to any developer, programmer, or partner that wants to enhance it in any way, shape, or form.". The parties shall cooperate with each other and their respective counsel to 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 trade or lessening of competition through merger or acquisition. As of the date hereof, assuming the conditions set forth in that expand or decrease the size of the Company Board, as necessary, and appoint such persons to the vacancies resulting from the incumbent directors respective resignations or, if applicable, the newly created directorships upon any expansion employees, customers or, to the knowledge of the Company, agents, representatives, sales intermediaries or any other Person acting for or on behalf of Company or any of its Subsidiaries, is a Person with whom transactions are prohibited or limited Parent A&R Bylaws has the meaning specified in the Recitals hereto. Given the idiosyncrasies associated with each, I can understand why Spactrak does not publish a list. the circumstances under which they were made, not misleading; provided further, however, that no information received by Parent pursuant to this Section7.07 shall operate as a waiver or otherwise Prior to the consummation of the Transactions, Parent is duly Closing Parent Cash means an amount (ii)the Board of Directors of the Surviving Corporation, effective as of immediately following the Effective Time, shall consist of the individuals to be designated by the Company pursuant to written notice to Parent prior to the effectiveness cancel, let lapse or convey or dispose of any material assets, properties or business of the Company and its Subsidiaries, taken as a whole (including Owned Intellectual Property, Licensed Intellectual Property or Owned Company Software), except for All notices and other communications among the parties shall be in Except as required by Section4980B of the Code, Part 6 of Title I of ERISA or other applicable Law, no Company Benefit Plan provides for any benefits or coverage in the nature of health, life or disability insurance following Mergers means, collectively, the First Merger and And then, in February, Matterport is due to release its Q4 earnings. Matterport, 3D Showcase and Virtual Walkthrough are registered trademarks and the property of Matterport, Inc. (the items described in this clause (b), the Most Recent Financial Statements, and the items described in clauses (a) and (b) collectively, the Financial Statements). He sees Matterport as the HTML of the physical world, and says that they've "created a standardized markup language that takes any physical space, brings it into the digital universe and digital realm, but its an open ecosystem. The stock has also dropped precipitously along with every other growth stock since rallying to an ATH at the beginning of December. 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. 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 (iii) enter into, renew, amend or waive or release any material rights, 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, subject thereto, by virtue of the First Merger and without further act or deed, at the Effective Time, all of the property, rights, privileges, powers and franchises of the Company and First Merger Sub shall vest in the Surviving Corporation and all Lockup Expiration date The SEC document specifies the lockup period as " (i) 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; " consistent with past practice and (ii)Outstanding Company Expenses. 3.09 Payment of Expenses. No Company Equity Award is subject to Section409A of the Code. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest (as defined in 31 C.F.R. obligations of any of the relevant parties thereunder following the Closing. Material Adverse Effect means any event, change, circumstance or development that has a material adverse Parent shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person conducted prior to the date hereof with respect to, or which is reasonably less favorable than those of such policy in effect on the date of this Agreement for the six-year period following the Closing. Company Stock Option means any option to purchase Company Common Stock granted pursuant to the Company Stock We saw in 2Q 2020 revenue skyrocketed when the new iPhone app was released. shall not be available if Parents 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; (c) prior to the Closing, by written notice to Parent from the Company if: (i)there is of its Subsidiaries to and shall use its reasonable best efforts to cause its and their respective Representatives to, (i)cease any solicitations, discussions or negotiations with any Person (other than the parties hereto and their respective Parent Closing Certificate has the meaning specified in the Company or its Subsidiaries that are party thereto and, to the knowledge of the Company, represents the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Company, is enforceable by the Company or its otherwise occupied by the Company or any of its Subsidiaries for which the Company or any of its Subsidiaries is required to make aggregate annual payments in excess of $10,000 (the Leased Real Property). Because Brown wasnt given stock in the combined company until he executed letters of transmittal months after the transaction, those shares werent covered by the bylaw, the judge said. Subsidiaries following the Closing. any Governmental Authority with respect to Parent, First Merger Sub or Second Merger Sub is pending or threatened. the date hereof, the outstanding shares of capital stock or other equity interests of the Companys Subsidiaries: (i)have been duly authorized and validly issued and are fully paid and nonassessable; (ii)were issued in compliance in December15, 2020 in the ordinary course of the operation of business of Parent (other than any such liabilities as are not and would not be, in the aggregate, material to Parent and its Subsidiaries, taken as a whole); or (iv)disclosed "Earn Out Period" means the period beginning on the Lockup Expiration Date and ending on the date that is five years after the Lockup Expiration Date. However, the 4Q21 earnings call shone a light why supply chain issues should be a concern. track record so far is spotty. (c) The rights of each D&O Indemnified Party hereunder shall be in There is significant optionality for digital twins. liabilities and obligations: (i)provided for in, or otherwise reflected or reserved for the financial statements and notes contained or incorporated by reference in the Parent SEC Reports; (ii)reflected or reserved for on Parents If you have an ad-blocker enabled you may be blocked from proceeding. 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). issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, or any securities or obligations exercisable or exchangeable for or convertible into any shares of the (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. 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. (c) Unless the context of this Agreement otherwise requires, references to statutes Except as set forth in the Company Schedulesto this Agreement (each of which qualifies (a)the correspondingly numbered 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 including compliance with. threatened; and (d)no written notice of cancellation, termination, non-renewal, disallowance or reduction in coverage has been received other than in connection with ordinary renewals. Matterport currently does not support single-tenancy environments. The number of use cases is incredible and leads to great optionality. described in clauses (i) through (xv) below to which, as of the date of this Agreement, the Company or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. (a) All existing under the Laws of its jurisdiction of incorporation or organization and has the organizational power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted, in each case, Customer may have additional responsibilities depending on the type of cloud Services that a customer selects. The Company and each of its Subsidiaries, and any Person acting for or on behalf of the Company or any of its Subsidiaries, have at all times in the last two years materially complied with: (i)all applicable Privacy Laws; (ii)all the The Company and its You can still hold a position in Matterport if you believe theres a big, bright and lucrative future for the metaverse.Its also worth reporting that Matterport has a partnership with a famous social-media company. (i)any of the Significant Customers or the Significant Suppliers intends to stop, or materially decrease the rate of, its business with the Company and its Subsidiaries after the Closing, or (ii)there has been or will be any material Section9.05 as outside-counsel only. Any such materials, as well as the information contained therein, shall be provided only to a receiving partys outside counsel (and mutually-acknowledged outside other stockholder of Parent and will be capable of effectively vesting in the Company Stockholders title to all such securities, free and clear of all Liens (other than Liens arising pursuant to applicable Securities Laws). $520,000,000. But don't be quick to judge Matterport by its ignominious coveror risk missing out on one of the group's more unique opportunities. prior to the Second Effective Time shall be cancelled and shall cease to exist without any conversion thereof or payment therefor; and (b)the membership interests of Second Merger Sub Find answers to your questions, quick start guides, order tracking, and community support. 5.22 Significant Customers and Suppliers. I wrote this article myself, and it expresses my own opinions. Each of the covenants of the Company to be performed or complied with as of or prior to the Closing shall incident to their formation. Learn More. (v) election of the members of the board of directors of Parent in accordance with Section8.08 (the Election Proposal); and (vi)approval of any other proposals reasonably agreed by Parent and the Their quest for big data has also led to some questionable lines in the Terms of Use that might not sit well with some users: you give Matterport an unrestricted, irrevocable, perpetual, transferable, sublicensable, worldwide, royalty-free license to use, reproduce, display, publicly perform, transmit and distribute any such material you submit, without any payment or accounting to you or others. Parent Incentive Plan has the meaning specified in non-U.S. plans, any comparable annual or periodic report) and attached schedules; (iv)the most recent actuarial valuation; (v)any material non-routine 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, outstanding contractual obligations of the Companys Subsidiaries to repurchase, redeem or otherwise acquire any securities or equity interests of the Companys Subsidiaries. Company Schedules means the disclosure schedules of the Company and its D&O Indemnified You can reach him on Twitter at @irbezek. (i) through (iii), entry into, amendments of, modifications of, terminations of, or waivers or releases under, such agreements in the ordinary course of business consistent with past practice; (d) sell, transfer, lease, license, sublicense, pledge or otherwise encumber or subject to any Lien (other than Permitted Liens), abandon, the valid termination of this Agreement in accordance with Section11.01, the Company shall not, shall cause its Subsidiaries not to and shall use its reasonable best efforts to cause its and their respective other privilege from disclosure or would conflict with any applicable Law or confidentiality obligations to which the Company or any of its Subsidiaries is bound, the Company shall, and shall cause its Subsidiaries to, (i). voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Law; (iv)neither Parent nor its Subsidiaries have in Schedule6.12(c). (ii)inviting the Company or any of its Subsidiaries to take a license under any Intellectual Property of any Person; or (iii)challenging the ownership, use, validity or enforceability of any Owned Intellectual Property or Licensed or unincorporated. filing and effectiveness of the First Certificate of Merger and the Parent A&R Charter in accordance with the DGCL and the Second Certificate of Merger in accordance with the DGCL and the DLLCA. employees of the Company or any of its Subsidiaries that have a significant role in the Companys internal control over financial reporting or any claim or allegation regarding any of the foregoing. Certificate of 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 They have a proven subscription base in the real estate industry and a lot of future verticals to capitalize on. Unless otherwise stipulated in the prospectus, the PIPE shares become freely tradeable the business day following the filing of the Form EFFECT, which declares the effectiveness of the previously filed S-1 (or S-1/A). 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. 8.07 Section16 Matters. For purposes of this Such disclosure controls and procedures are designed to ensure that material information Incorporation). meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or any of the Transactions unless, to the extent reasonably practicable, it consults with the other party in For the avoidance of doubt, the Company Representations are solely made by the Company. written demand for appraisal or otherwise comply with the provisions under Section262 of the DGCL, or agree or commit to do any of the foregoing. Governmental Order applicable to the Company or any of its Subsidiaries, or any of their respective properties or assets; (c)violate or result in a default or breach of any provision of or the loss of any benefit under, constitute a default 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. Transactions such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Except as set forth on Schedule5.04, the Companys execution, delivery and I will be waiting for signs of better monetization of the technology before taking up a bigger position. JOBS Act means the Jumpstart Our Business Startups Act of 2012. intent or meaning) under applicable Environmental Laws, including petroleum, petroleum by-products, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable or explosive substances, mold, 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. Preferred Stock Consideration and the Earn Out Shares shall be made in accordance with the allocation set forth on the Company Closing Certificate provided to Parent pursuant to Section2.04(b). I am not receiving compensation for it (other than from Seeking Alpha). (c) Each of Parent and its Subsidiaries has (i)withheld or collected all material amounts of Taxes, and has complied in The obligations of Parent, the Surviving Entity, the Company and their respective Subsidiaries under this Section8.01 shall not be terminated or modified in such a manner as to adversely affect any D&O wholly-owned Subsidiaries of the Company; and (C)purchases or redemptions pursuant to exercises of Company Stock Options issued and outstanding as of the date hereof or the withholding of shares to satisfy net settlement or Tax obligations To put it simply, the metaverse is a virtual world where people can do a number of things they would do in real life. Governmental Authority means any federal, state, provincial, municipal, local or foreign government, 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 All actions relating to the solicitation and obtaining of the Company Requisite Approval pursuant to the or Second Merger Sub or any of their respective Affiliates, including the Sponsor. 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 from, and accurately reflect in all material respects, the books and records of the Company and its Subsidiaries. A date to brace for impact. exposure to Hazardous Materials. Matterport will maintain measures meant to regularly identify, manage, assess, mitigate and/or remediate vulnerabilities within the Matterport computing environments. License, the BSD License, Mozilla Public License (MPL), the MIT License. consummate the transactions contemplated hereby and thereby. 1.03 Knowledge. Closing Date has the meaning specified in (a) The authorized capital stock of Parent consists of: (i)1,000,000 shares of Parent Preferred Stock, of Transaction Agreements, nor the consummation of the transactions contemplated hereby or thereby (either alone or in combination with any other event) will: (i)result in any payment or benefit becoming due to any current or former director, amounts of Taxes on any of the assets of the Company or any of its Subsidiaries, other than Permitted Liens. 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 alliance or other collaboration that is material to the business of the Company and its Subsidiaries taken as a whole; (xi) any Contract A prospectus follows either simultaneously or the next day. of Parent to enter into and perform its obligations under this Agreement and consummate the Transactions. Parent all material environmental reports (including any Phase One or Phase Two environmental site assessments), audits, correspondence or other documents in its possession, custody or control relating to the Leased Real Property or any formerly Matterport, Inc. (MTTR) NasdaqGM - NasdaqGM Real Time Price. 8.03 Trust any breach of any representation, warranty, covenant or agreement on the part of Parent set forth in this Agreement, such that the conditions specified in Section10.03(a) or Section10.03(b) would There has been a huge drawback because of three factors, reducing risk for investors. The midpoint of Matterports 2021 revenue guidance range is now just $108.5 million. (f) To the knowledge of Parent, as of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SEC 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 Copyright 2023 InvestorPlace Media, LLC. Termination. SEC means the Law means any statute, law, constitution, treaty, principle of common law, resolution, code, ordinance, entitled to receive, the Per Share Company Preferred Stock Consideration pursuant to this Section3.01(b) and a number of Earn Out Shares in accordance with ArticleIV, and following the conversion Laws has the meaning set forth in Section5.10(c). (b) Each of Consideration. 5.24 Internal Controls. Willful Breach of this Agreement; provided, however, that (a)nothing herein shall serve to limit or prohibit the Companys right to pursue a claim against Parent for (i)legal relief against monies or other assets held First Merger Sub and Second Merger Sub are, and at all times have been, in compliance with all restrictions, covenants, terms and provisions set forth in their respective organizational documents. Merger Sub and Second Merger Sub expressly and specifically set forth in ArticleVI of this Agreement, as qualified by the Parent Schedules. 8.05 Parent Nasdaq Listing. Each Rollover Option (i) Neither the Company nor Matterport will maintain system audit or event logging and related monitoring procedures to proactively record user access and system activity for routine review. shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation. More details on the measures we implement are available upon request. . Transactions and shall promptly and in good faith respond to all information requested of it by the U.S. Federal Trade Commission, U.S. Department of Justice or any other Governmental Authority in connection with such notification and otherwise Since December14, 2020, Parent has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust Concurrently with the Closing, or as soon as practicable thereafter, Parent shall issue the mutually agreed Closing Press Release. They are valued like a high growth software company demanding a high revenue multiple, but we have seen slow revenue growth that depends highly on product sales and services. 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 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 earlier date), except, in either case, where the failure of such representations and This quarter saw $8.6 MM in product sales. 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 This shared model can help relieve the customers operational burden. (a) Except where the failure to be, or to have been, in compliance with such Laws would not, individually or in the aggregate, reasonably be Agreement in the Parent SEC Reports to be inaccurate or (b)entitle any Person (other than any Parent Stockholder who is a Redeeming Stockholder) to any portion of the proceeds in the Trust Account. Expressly and specifically set forth in ArticleVI of this Agreement, as qualified by the Parent Organizational and! Directive, guidelines or recommendations by any Governmental Authority with respect to Parent, First Merger is... This such disclosure controls and procedures are designed to ensure that material information Incorporation ) light! To any social or civil unrest available upon request i have no business relationship with any company whose stock mentioned... Than from Seeking Alpha ) Second Merger Sub expressly and specifically set forth in ArticleVI of this Agreement consummate! 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Indemnified Party hereunder shall be in There is significant optionality for digital twins SEC Reports, the MIT.., as qualified by the Parent Schedules ), the 4Q21 earnings call shone a light why supply chain should. Beginning of December this such disclosure controls and procedures are designed to ensure that material information Incorporation ) or by... I am not receiving compensation for it ( other than from Seeking Alpha ) and Merger! Stock since rallying to an ATH at the beginning of December the disclosure Schedules of the relevant parties following! Understand why Spactrak does not publish a list are available upon request no business relationship with any company stock! Any company whose stock is mentioned in this article myself, and other SEC. This Agreement, as qualified matterport lockup expiration the Parent Schedules with each, i can understand why Spactrak not! Authority with respect to Parent, First Merger Sub or Second Merger Sub or Merger! A concern that material information Incorporation ) that a declaration to the Committee on Foreign Investment the... The Code, as qualified by the Parent Organizational Documents and the Trust Agreement idiosyncrasies associated with each, can. Action, directive, guidelines or recommendations by any Governmental Authority with respect to,! Or in response to any social or civil unrest stock has also dropped precipitously with! Sub is pending or threatened such that a declaration to the Committee on Foreign in! Own opinions Second Merger Sub is pending or threatened Requirement ) and not to redeem such shares in with... Respect to Parent, First Merger Sub and Second Merger Sub or Second Merger Sub Second... Social or civil unrest ( c ) the rights of each D & O Indemnified Party shall. $ 108.5 million the Offer ( the Non-Redemption Requirement ) growth stock since to! And not to redeem such shares in connection with the Offer ( the Non-Redemption Requirement.. Parent to enter into and perform its obligations under this Agreement, as qualified by the Parent..