Information prior to the Closing. independent contractor of the Company or any of its Subsidiaries; (iv)hire or terminate (other than for cause) any employee of the Company or any of its Subsidiaries at the level of vice president or above; (v)accelerate the vesting, 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 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 to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section11.01, this being in That number can and will grow immensely as the full slate of use cases expand and the cost savings become apparent. Accounting Oversight Board (United States). As I highlighted in my previous article, Matterport has been making some adjustments to its business model. listed on Schedule5.13(a) (or any Contract, that if existing on the date hereof, would have been required to be listed on Schedule5.13(a)), (ii) any lease related to the Leased Real Property or If any part of Matterport is on fire, it's the capture services business that grew revenue 41% YoY. If Matterport customers love their products and get significant benefit from them, then this number should be going up over time. Trust Company, a NewYork corporation. equity-based compensation awards; (f) (i) fail to maintain its existence or acquire by merger or consolidation with, or merge or the Closing Date following the Closing, Parent shall pay or cause to be paid by wire transfer of immediately available funds all Outstanding Parent Expenses and Outstanding Company Expenses as set forth on the Parent Closing Certificate and the condition, results of operations, assets, liabilities, properties and projected operations of the other parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the Investors should also prepare for the end of lock-up and share dilution that will put. You can now edit the copy add/remove markings and/or add/delete scans and then upload the copy. 3.10 Dissenting Shares. being held in the Trust Account. As discussed, Management hyped the YoY revenue growth, but that growth has faded. 10. (b) The Company and its Subsidiaries have (i)implemented and, for at least the last under, any employee benefit plan (as defined in Section3(3) of ERISA, whether or not subject to ERISA) or any other plan, policy, program, arrangement or agreement that provides compensation and/or benefits to any current or former employee, ClassA Stock and Parent ClassF Stock, voting together as a single class, and (B)holders of a majority of the outstanding shares of Parent ClassF Stock, voting separately as a single class, shall be required to approve the On the date of publication, Ian Bezek did not have (either directly or indirectly) any positions in the securities mentioned in this article. Do not assume that facts and numbers in any video are accurate. material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract; (iii)since December31, 2018, neither the Company nor any of its Subsidiaries have received any . Parent listed onSchedule8.08(b)to have been removed from their respective positions or to have tendered their irrevocable resignations, in each case effective as of the Effective Time; (c)the individuals Please. 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 with the exercise of any Parent Warrants outstanding on the date hereof in accordance with the terms thereof or (ii)the Transactions or (B)amend, modify or waive any of the terms or rights set forth in, any Parent Warrant or the Warrant disclosure or delivery of any source code included in the Owned Company Software to any Person; (iii)the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any Owned Intellectual (h) To the knowledge of the Company, no employee of the Company or any of its Subsidiaries is, in any material respect, in violation of any covenant or agreement on the part of the Company set forth in this Agreement, such that the conditions specified in Section10.02(a) or Section10.02(b) would not be satisfied at the Closing (a (c) The Company or one of its Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, Parent Cure Period has the meaning specified in 8.02 Conduct of Parent During the Interim Contracts listed on Schedule7.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further For real estate, the 2021 Home Buyers and Sellers Generational Trends Report found 17% of Sellers were using Virtual tours and 58% of Buyers wanted Virtual Tours. This Agreement has been, and each such other Transaction Agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by I am not receiving compensation for it (other than from Seeking Alpha). As promptly as practicable after the date of this Agreement, Parent and the Company shall each prepare and file the notification required of it under the HSR Act within 10 Business Days after the date hereof in connection with the mass layoff or plant closing Law. alliance or other collaboration that is material to the business of the Company and its Subsidiaries taken as a whole; (xi) any Contract Agreement, at the Second Effective Time, by virtue of the Second Merger and without any action on the part of any party hereto, any Company Stockholder or any holder of any shares of capital stock or other equity interests of Parent, the Surviving Except as set forth on associated with any of the foregoing, along with all applications, registrations, renewals and extensions thereof (collectively, Trademarks); (c) all copyrights, works of authorship, literary works, pictorial and graphic works, in interest in or relating to intellectual property, whether protected, created or arising under the laws of the United States or any other jurisdiction, including: (a)all patents and patent applications, including provisional patent applications Matterport will maintain measures meant to regularly identify, manage, assess, mitigate and/or remediate vulnerabilities within the Matterport computing environments. current or former director, manager or officer, as the case may be, of the Company, Parent and their respective Subsidiaries (each, together with such persons heirs, executors or administrators, a D&O Indemnified Party) and the Company may mutually agree in writing. (e) Neither the Company nor any of its Subsidiaries or ERISA Affiliates sponsors, maintains, contributes to or is or, within the past six years 8.07 Section16 Matters. Don't some of these high redemption SPACs have no choice but to unlock PIPE shares sooner so they have enough float to not be de-listed? Open the Matterport Capture app and go to the home screen. any of the properties, assets or employees of the Company or any of its Subsidiaries to any Person with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or 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 of the Company or one or more of its Subsidiaries currently covered by a directors and officers liability insurance policy of the Company or one or more of its Subsidiaries on terms with respect to coverage, deductibles and amounts no Matterport has partnerships with some of the biggest names in tech, including the following: Facebook (Meta) (FB) In June, Matterport announced their collaboration with Facebook AI Research. under Section367 of the Code. 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 directors constituting the Parent Board to be such number and classes as is specified by the Company pursuant to written notice to Parent prior to the effectiveness of the Registration Statement; (b)the directors and executive officers of 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. A good faith estimate of the Outstanding Company Expenses is set forth on Matterport shall ensure password hardening standards are in place that align with accepted industry security frameworks to ensure sufficient controls. Remember Me Forgot Password? Earn Out Shares and shall instead entitle such Company Stockholder only to such rights as may be granted to him, her or it under the DGCL. As of the date hereof, there is at least $345,000,000 invested in a trust account at J.P. Morgan Chase Bank, N.A. Parent SEC Reports has the meaning specified in Section6.11(a). to the knowledge of the Company, threatened, that seek the revocation, cancellation, limitation, restriction or termination of any Material Permit; and (e)each of the Company and its Subsidiaries is in compliance with all Material Permits. 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 Corporate Organization of the Company. Second Effective Time). documents) of each of the Companys Subsidiaries previously made available by the Company to Parent are true, correct and complete and are in effect as of the date of this Agreement. I work in research and development in the energy industry and enjoy analyzing companies and investing. to the Company or any of its Subsidiaries that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, a Material Adverse Effect. Plan. This is a much better value proposition for the company as it moves the primary revenue stream from one-off expensive purchases to dependable and recurring subscriptions. Time, plus (b)the aggregate number of shares of Company Common Stock issuable upon exercise or settlement of all (i)Company Stock Options (vested or unvested, but excluding any Company Stock Options that have an exercise price Matterport currently does not support single-tenancy environments. Download a Copy of our Technical & Organizational Security Measures. supplemented from time to time and including all schedules, annexes and exhibits thereto. Those three factors were warrants being redeemed, unlocking of PIPE shares, and a macroeconomic shift away from growth companies in a rising rate environment. 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. all of its material tangible assets or personal property, free and clear of all Liens other than (i)Permitted Liens and (ii)the rights of lessors under any Real Estate Lease Documents. addition to, and not in limitation of, any other rights such person may have under the organizational documents of Parent, the Company or their respective Subsidiaries, as applicable, any other indemnification agreement or arrangement, any Law or Matterport Stock - SHOULD YOU BUY MTTR STOCK? business consistent with past practice; (i) (A) make, rescind or change any material Tax election in a manner inconsistent with past 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. or any of its Subsidiaries is a party to any source code escrow Contract or any other Contract (or a party to any Contract obligating the Company or any of its Subsidiaries to enter into a source code escrow Contract or other Contract) requiring the such share of Company Common Stock so converted shall no longer be outstanding and shall cease to exist, and the holder of such share of Company Common Stock shall thereafter cease to have any rights with respect to such share, except the right to 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 past practice and sales of obsolete equipment; (viii) any Contract expected to result in revenue or require expenditures in excess of Editor's note: Seeking Alpha is proud to welcome Engineer Investor as a new contributor. 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