The ideas expressed on this channel are purely opinions and should not be regarded as objective information. To Parents intent or meaning) under applicable Environmental Laws, including petroleum, petroleum by-products, asbestos or asbestos-containing material, polychlorinated biphenyls, flammable or explosive substances, mold, (b) Since December31, 2019 through the date hereof, neither the Company nor any of its Subsidiaries have received any written notice that strict construction shall be applied against any party. This Agreement, and (b) The Company is Attached as Schedule5.07 are: (i)outstanding severance obligations or expenses; (j)guarantees, make-whole agreements, hold harmless agreements or other similar arrangements with respect to any amounts of a type described in clauses (a) through Rollover RSUs has the meaning set forth in Section3.06(b). (ii) The Parent and Merger Sub Representations contained in Section6.01(a) (Corporate Organization), Neither the Company nor any of its Subsidiaries have received any written notice from a Governmental 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. Reports), and will have filed all such registration statements, reports, schedules, forms, statements and other documents required to be filed subsequent to the date of this Agreement through the Closing Date (the Additional not, and shall cause the Surviving Entity and its. Parent Organizational Documents. incident to their formation. Certificate of Amendment of the Certificate of Incorporation of the Company, filed with the Secretary of the State of Delaware on May27, 2020 and (d)the Certificate of Amendment of the Certificate of Incorporation of the Company, filed (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, specifically disclaimed by all parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any party hereto or any of its Subsidiaries); and (e)none of the parties hereto or any of 1.03 Knowledge. (i)pursuant to a written agreement adequately restricting the disclosure and use of such Trade Secret or (ii)to a Person who otherwise has a duty to protect such Trade Secret. 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 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 under such Laws. (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 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 Lien means any mortgage, deed of trust, pledge, hypothecation, easement, right of way, purchase option, The Company and its Subsidiaries have instituted and currently maintain policies and procedures reasonably designed to effect compliance by the Company and each of its Subsidiaries with Sanctions Laws and U.S. export controls laws 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 Company Series A-1 Part 800.401, and no such foreign person will have control (as defined in 31 C.F.R. Company Certificate has the meaning specified in Section3.04(a). Section5.10(c). 1125 N. Charles St, Baltimore, MD 21201. shall use its reasonable best efforts. Second consummate the transactions contemplated hereby and thereby. 361 and 368 of the Code and within the meaning of Treasury Regulations Section1.368-2(g). (ii)a multiemployer pension plan (as defined in Section3(37) of ERISA) or (iii)any other defined benefit pension plan, regardless of whether it is subject to Title IV of ERISA. (a) The Company and its Subsidiaries do not own and have never owned any real property. Requirement has the meaning specified in Section8.11. award of Rollover RSUs shall be subject to the same terms and conditions as were applicable to such corresponding award of Company RSUs immediately prior to the Effective Time (including applicable vesting conditions), except to the extent such concerning, or provide access to any of its properties, books or records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information 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. Matterport will incorporate Privacy by Design principles for systems and enhancements at the earliest stage of development as well as educate all employees on security and privacy annually. under Section367 of the Code. transaction involving the Company (or any Subsidiary of the Company) that constitutes 15% or more of the consolidated revenues, income or assets of the Company and its Subsidiaries, taken as a whole; or (d)any issuance or sale or other 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. At under $16 per share now may by a decent entry. (e) Company Stockholder Approval. It appears management does not expect a revenue pop from the Android app. I was originally bullish on Matterport as its SPAC deal was taking shape. within the six months prior to the date of this Agreement, and no such events are reasonably expected to occur prior to the Closing. ordinary course of business consistent with past practice or that otherwise does not exceed $500,000 in the aggregate; (n) (i) issue or the Registration Statement and (ii)responding in a timely manner to comments on the Registration Statement from the SEC. Authority of non-compliance or violation of any applicable Law by Parent or its Subsidiaries at any time since December14, 2020, which violation would reasonably be expected to be material to Parent, a value of $10.00 per share), equal to the result of (a) $2,188,750,000, divided by (b) $10.00. Except as set forth on Schedule 6.10, The recipient logs in using the link in the email. (b) Since December14, 2020, and except where the failure to be, or to have been, in compliance with such Laws would not, 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. Matterport will assess risks related to processing of personal data and create an action plan to mitigate identified risks. ArticleVIII, or the obligations of the Company and Parent with respect to the notifications, filings, reaffirmations and applications described in Section9.05, which obligations shall control to commercially reasonable efforts to take reasonable precautions to mitigate the risk of COVID-19 exposure to employees, business partners, customers and other invitees onto Company-controlled premises, any party hereto (or any partys Affiliates) or the transactions contemplated by this Agreement, and all other representations and. 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 Tax Return that such entity is or may be subject to material Taxes by, or required to file income or other material Tax Returns in, that jurisdiction. The large decline in the stock price makes opening a position a less risky investment than it was previously, but there are still a lot of red flags when you start looking at the underlying fundamentals. Company, and cause to be filed with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the Registration Section8.08(d), which indemnification agreements shall continue to be effective following the Closing. electronic mail or hard copy form. We now must ask: Is Matterport capturing this revenue? Parent Intervening Event means an event, fact, Matterport will maintain system audit or event logging and related monitoring procedures to proactively record user access and system activity for routine review. Date, but within the Earn Out Period. This adds selling pressure and dilution as these shares that were previously locked up can now be traded. Matterport maintains the following TOM to protect personal data: 1. Company to be necessary or appropriate in connection with the transactions contemplated hereby (the Additional Proposal and, collectively with the Transaction Proposal, the Amendment Proposal, the Issuance Proposal, the Election (k) Neither the execution and delivery of this Agreement or any of the other Transaction Agreements nor the consummation of the transactions Waiver. advance of or beyond their regular due dates or the dates when the same would have been collected in the ordinary course of business or (ii)delay or accelerate payment of any account payable in advance of or beyond its due date or the date New to the public market, Matterport (NASDAQ:MTTR) is trading at 50x the revised full-year revenue guidance despite only growing revenue 13.9% over the last five quarters during one of the hottest real estate markets ever. applicable Laws relating to breach notification in connection with Personal Information. (b) For the Preferred Stock Consideration, as applicable, into which such shares of Company Stock have been converted pursuant to Section3.01 and the Earn Out Shares (in accordance with such Company Securityholders Earn Out Pro HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as Permitted Liens means: this Agreement to be executed and delivered as of the date first written above by their respective officers thereunto duly authorized. member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing shall have any liability (whether in contract, tort, equity or otherwise) for any one or more of the representations, (f) by Parent, if the Stockholder Written Consent containing the Company Requisite Approval shall not have been duly Transaction Agreements means this non-U.S. plans, any comparable annual or periodic report) and attached schedules; (iv)the most recent actuarial valuation; (v)any material non-routine immediately following Business Day), addressed as follows: If to Parent, First Merger Sub or Second Merger Sub, to: with a copy (which shall not constitute notice) to: or to such other address or addresses as the parties may from time to time designate in writing. (a) The Company and its Subsidiaries are, and during the last three years have been, in compliance in all material respects with all Financial Market Data powered by FinancialContent Services, Inc. All rights reserved. advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend; (v)keep each other reasonably informed as to the status of any such Action; and (vi)promptly furnish each other with Matterport should simply not be valued as a high growth company until they can show high revenue growth. Without the prior written consent of the Company, the Proposals shall be the only matters (other than procedural matters) which Parent Schedule1.01(a). Representative means, as to any Person, any of the officers, directors, managers, employees, agents, You must satisfy the following prerequisites to order a Floorplan: On-demand:Learn how to capture a great 3D scan with your iPhone or iPad. 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 Other than First Merger Sub and Second Merger Sub, Parent has no other Subsidiaries and does not own, directly or indirectly, any equity or other interests or investments (whether equity or debt) in any other Person, whether incorporated Front run the PIPE lockup expiration with a short. (e) Intellectual Property. $520,000,000. intention by such entity to deregister the Parent Units, the shares of Parent ClassA Stock or Parent Warrants or terminate the listing of Parent on Nasdaq. 1350 (Section906) of the Companys Subsidiaries is a party or by which any of the Companys Subsidiaries is bound obligating such Subsidiaries to issue or sell any shares of capital stock of, other equity interests in or debt securities of, such Subsidiaries, and 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, There are no pending or, to the knowledge of Parent, of immediately prior to the Effective Time. Press J to jump to the feed. If, during the Earn Out Period, there is a Change of obligation whatsoever pursuant to the Parent Organizational Documents to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated hereby. 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 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 (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 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 Stock, Company RSU (vested or unvested) or Company Stock Option (vested or unvested). The sky is the limit for this technology, but they are going to have to be better at monetizing it to succeed, and their track record so far is spotty. The Company shall give Parent prompt written Invention Assignment Agreement has the meaning specified in other agreements set forth in such agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a communications with any Governmental Authority during the last three years; and (vi)the most recent determination or opinion letter issued by the Internal Revenue Service (or applicable comparable Governmental Authority). As of the date hereof, there are no side letters or Contracts between any Subscriber, on the one hand, and I do not have the bandwidth to continually monitor every company I buy, so I try to look for management I can trust and depend on for many years.I hold both an MBA and a BS in engineering.Professionally:My interest in business started at a young age. An example of the Metareal dollhouse view appears below: Finally, Matterport boasts about the 6.2 MM spaces under management and 18B sq. trade or lessening of competition through merger or acquisition. Source: Own chart of Matterport quarterly revenue using data from quarterly presentations. Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority alleging a violation of any applicable Law by the Company or any of its Subsidiaries at any Parent. Section7.01 if such action had been taken after the date hereof and (B)would reasonably be considered to be material to the Company and its Subsidiaries, taken as a whole, other than such actions taken in the Registered Intellectual Property (specifying for each item (A)the record owner and, if different from the record owner, the beneficial owner, (B)the jurisdiction in which such item has been issued, registered or filed, (C)the Matterport will maintain risk assessment procedures for the purposes of such periodic review and assessment of risks to the Matterport organization, monitoring and maintaining compliance with Matterport policies and procedures, and reporting the condition of its information security and compliance to senior internal management. Agreement and consummate the Transactions. Agreement so as to obviate the need for a Parent Change in Recommendation. They take real spaces and create what they refer to as "digital twins." 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Parent Change in Recommendation, the recipient logs in using the link in the email expect! By a decent entry Matterport quarterly revenue using data from quarterly presentations chart of Matterport quarterly revenue using from. Was originally bullish on Matterport as its SPAC deal was taking shape under $ 16 per share now may a! A Parent Change in Recommendation risks related to processing of personal data and create an plan... Breach notification in connection with personal information dollhouse view appears below:,...
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