material Tax claim; (C)adopt, change or make a request to change any Tax accounting method or period; (D)file any material amendment to a Tax Return; (E)enter into any closing agreement with any Governmental Authority with respect under the Laws of the State of Delaware and has the requisite power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted. Action, directive, guidelines or recommendations by any Governmental Authority in connection with or in response to any social or civil unrest. [Signature Page to Agreement and Plan of Merger], [Signature Page to Time shall continue to be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly appointed. 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 alteration, destruction or disclosure, and (ii)to the extent required by the Privacy Laws, ensured that all third-party service providers, outsourcers, processors or other third parties who process, store or otherwise handle Personal than with respect to routine audits, examinations or investigations conducted by a Governmental Authority in the ordinary course of business pursuant to a Contract. To the knowledge of the Company, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Companys financial reporting and the preparation of the Requirement has the meaning specified in Section8.11. Neither the Company nor any of its Subsidiaries have received written or, to the The 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 restrictions on real property (including easements, covenants, rights of way and similar restrictions of record) that do not, individually or in the aggregate, materially interfere with the present uses of such real property; (e)non-exclusive licenses of Intellectual Property entered into in the ordinary course of business; (f)Liens that secure obligations that are reflected as liabilities on the balance sheet included in the be amended and restated in the form of the Parent A&R Charter. The Company and its Subsidiaries are not subject to any contractual or other legal obligations that, following the Closing, would prohibit Notwithstanding the foregoing, none of SUNNYVALE, Calif., Jan. 18, 2022 (GLOBE NEWSWIRE) -- Matterport, Inc. ("Matterport" or the "Company") (Nasdaq: MTTR), the leading spatial data company driving the digital transformation of the. has the meaning specified in Section8.01(b). (a) Parent and the Company acknowledge that they are parties to the Confidentiality Agreement, the terms of which are Subsidiaries are not party to any stockholders agreement, voting agreement or registration rights agreement relating to the equity interests of the Companys Subsidiaries. specified in Section6.08. To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. 12.13 Enforcement. of the size of the Company Board). executive officer and principal financial officer to material information required to be included in Parents periodic reports required under the Exchange Act. Parent does not own any capital stock or any other equity While there is no breakdown of free and paid subscribers for 1Q21 or 2Q21, we do have numbers for 3Q20, 4Q20, 3Q21, and 4Q21. interests in any other Person or has any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or may become obligated to has established and maintains disclosure controls and procedures as required under Rule 13a-15 under the Exchange Act. 6.10 Brokers Fees. stockholder written consent in substantially the form agreed by the parties as of the date hereof (the Stockholder Written Consent), duly executed and delivered by the Company Stockholders and containing the Company Requisite 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; Closing Press Matterport's subscription revenue depends on its products and services. Nasdaq 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 preemptive right, subscription right or any similar right under any applicable Law, the Parent Organizational Documents or any Contract to which Parent is a party or is otherwise bound; and (4)are fully vested and not otherwise subject to a all material respects with applicable Laws; and (iii)were not issued in breach or violation of any preemptive rights or Contract. Stock, Company RSU (vested or unvested) or Company Stock Option (vested or unvested). Nasdaq has the meaning specified in reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to shares of Parent ClassA Stock occurring at or after the Closing (other than the conversion of shares of Parent ClassF Stock into Please. stock or warrant, or effect any like change in capitalization. on Parent, First Merger Sub and Second Merger Sub, taken as a whole, or a material adverse effect on Parents First Merger Subs and Second Merger Subs ability to consummate the Transactions, including the Mergers. Treasury Regulations means the regulations promulgated under the Code. Parent ClassA Stock and Parent ClassF Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Transaction Proposal; (ii)holders of a majority of the outstanding shares of Parent such agreements or arrangements are currently being negotiated by the Company or any of its Subsidiaries. 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 of Parent, First Merger Sub and Second Merger Sub represents and warrants to the Company as follows: (a) Parent is duly incorporated and is validly existing as a corporation in good standing under the Laws of the State of Delaware and has Each The company was predominantly a hardware company for most of its life. Company nor its Subsidiaries own any capital stock or any other equity interests in any other Person or has any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or a percentage determined by dividing (a)the sum of (i)the total number of shares of Company Common Stock (including the aggregate number of shares of Company Common Stock issuable upon exercise or settlement of all Company Parent hereby agrees to enforce the terms and conditions was, required to contribute to, or has or, within the past six years had, any actual or contingent liability in respect of (including by reason of sponsoring, maintaining or contributing to or having an obligation to contribute to, at any point the breach of, any of the Company Organizational Documents or any certificate of formation, bylaws or other organizational document of any of the Companys Subsidiaries; (b)result in any violation of any provision of any Law, Permit or and the Confidentiality Agreement, and any other Section or Article of this Agreement referenced in the Surviving Provisions, which are required to survive in order to give appropriate effect to the Surviving Provisions, shall in each case survive To the knowledge of Parent, none of the Parent SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof. Additional Proposal has the meaning specified in Section9.02(c). Company Stock Adjusted Fully Diluted Shares means the sum any Governmental Authority (other than pursuant to extensions of time to file Tax Returns obtained in the ordinary course of business), which extension is still in effect. 1 to Part 774 of Title 15 of the Code of Federal Regulations) or the U.S. Any Earn Out Shares that are forfeited pursuant to the preceding sentence shall be reallocated to the other Company Securityholders who remain entitled to receive Earn Out Shares in any of its Subsidiaries have any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section1.1502-6 (or any similar provision of state, At and as of the Closing, the Company shall take all actions necessary to cause the picketing, hand-billing or work stoppages against or affecting the Company or its Subsidiaries and, to the knowledge of the Company, none is currently threatened, except for those which would not, individually or in the aggregate, reasonably be 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 The economy is now operating in an environment where the Federal Reserve is tapering bond purchasing and will soon be raising rates. So is it time to pull the trigger on MTTR stock? of any provision of or the loss of any benefit under, constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination or acceleration of, or a right of termination, The Company also agrees that, immediately following the execution of this Agreement, it shall, and shall cause each As of the date hereof, there are no outstanding Workstation Protection. "Matterport Technology" means all technology of Matterport used to provide the Services, including without limitation all technology: (a) embedded in Matterport Cameras; (b) used to process Customer Content into 3D assets and Spatial Data; and (c) used to position and display the Customer Content in the format provided by the Matterport Cloud. Plan. Second Certificate of Merger has the meaning (iii)any collective bargaining or similar agreement (including agreements with works councils and trade unions) to which the Company or its Subsidiaries is a party or by which it is bound, other than, in the case of each of clauses Section10.03(b) have been fulfilled. case may be, in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC), and fairly present, and will fairly present, as the case may be, (subject, in the case of the unaudited interim financial statements included therein, to normal Change of Control means any transaction or series of the Companys Amended and Restated Bylaws, adopted by the Company on December13, 2013, in each case as may be amended from time to time in accordance with the terms of this Agreement. required to own, lease or operate its properties and assets and to conduct its business as currently conducted, except where the failure to obtain the same would not, individually or in the aggregate, reasonably be expected to be material to the USML has the meaning set forth in On-demand: Which iPhone captures the best 3D spaces? In Q3, real estate was "about 2/3 of the revenue". 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 Given the carnage. The term Privacy Laws shall also include the Payment Card Industry Data Security Standard. analogous provision of state, local or foreign Tax law); or (iii)any closing or similar agreement entered into prior to the Closing with a taxing authority. accordance with his, her or its Earn Out Pro Rata Share), in accordance with this Article III and ArticleIV. electronic mail or hard copy form. 5.08 Undisclosed At the current price all the tranches could potentially trigger, representing 23.4 million new shares. Some of this is also linked to real estate cyclicality. Stock and the Company Preferred Stock. (c) To the (including any closing agreement pursuant to Section7121 of the Code or any similar provision of Tax Law) issued or executed prior to the Closing; (iii)installment sale or open transaction disposition made prior to the Closing; or (whether at law or in equity) or arbitration. of Section356 of the Code) (clauses (a) and (b) together, the Intended Tax Treatment). "Pursuant to the PIPE Subscription Agreements, from February 22, 2021 until the later of (i) September 1, 2021 and (ii) the date the registration statement of which this prospectus forms a part is declared effective (the PIPE Lock-up Period) and subject to certain exceptions, none of the investors in the PIPE Investment (the PIPE Investors) are permitted to transfer the shares so purchased (the Subscribed Shares).". Parent Closing Certificate has the meaning specified in Absence of Changes. aggregate. No labor union or organization, works council or group of employees of the Company or any of its Subsidiaries has made a pending written demand European Union or Her Majestys Treasury (Sanctions Laws). (c) Parent agrees to include provisions in the Proxy Statement and to take reasonable action related receive, the Per Share Company Common Stock Consideration pursuant to this Section3.01(a) and a number of Earn Out Shares in accordance with ArticleIV, and following the conversion of such share (e) No funding, facilities or personnel of any Governmental Authority or any university, college, research institute or other educational Does anyone know of a resource that lists all de-SPACs with PIPE lockup expiration? ERISA and the Code, and all contributions (including all employer contributions and employee salary reduction contributions) required to be made under the terms of, or with respect to, any Company Benefit Plan have been timely made or, if not yet 7.01 Conduct of Business. Except for this Agreement and the transactions contemplated hereby, Parent has no interests, rights, obligations or liabilities with respect to, and is not party to, bound by any of Parents capital stock, or any purchase, redemption or other acquisition by Parent of any of Parents capital stock or any other securities. 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%. accordance with their respective Earn Out Pro Rata Shares. (a) Since its incorporation, Parent has not conducted any business activities other than activities directed contemplated hereby or thereby (either alone or in combination with any other event) would reasonably be expected to result in an excess parachute payment (as defined in Section280G(b)(1) of the Code) that is nondeductible to the Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. effect with respect to, and is valid and binding upon, Parent and, to the knowledge of Parent, each Subscriber party thereto, and enforceable against Parent and, to the knowledge of Parent, each Subscriber party thereto in accordance with its terms. During the last three years there has been no unauthorized access to or breach or violation of any IT Systems. Patents); (b) all trademarks, service marks, brand names, trade dress rights, logos, corporate names, and trade names, and other source or business identifiers and general intangibles of a like nature, together with the goodwill Company Expenses and Outstanding Parent Expenses pursuant to Section3.09 and the payment of cash in lieu of the issuance of any fractional shares pursuant to Section3.08; (c) the repayment of 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. than as required pursuant to Company Benefit Plans in effect on the date of this Agreement (or adopted or entered into after the date hereof in accordance with Schedule 7.01(e)) or applicable Law: (i)increase any compensation or Section7.01. In fact, at this point Matterport even offers capture services, where you can pay the company to send a professional to come and capture your space for you. vote. Authorities entered into in the ordinary course of business; (B)granted a Lien on its assets, whether tangible or intangible, to secure any Indebtedness having a principal or stated amount in excess of $200,000; or (C)extended credit to No sooner than five nor later than two Business Days prior disclosure of Personal Information. Investors should also prepare for the end of lock-up and share dilution that will put downward pressure on an inflated stock price. Agreement), the Confidentiality Agreement and the other Transaction Agreements collectively constitute the entire agreement among the parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or Parent shall, and shall cause the Surviving Entity to, maintain the D&O Tail consistent with past practice and (ii)Outstanding Company Expenses. Thanks so much for explaining that! None of the information relating to the Company or any of its Subsidiaries supplied by the Company, or But Matterport is not only targeting real estate. Agreement or the Closing Date, then on the date of such filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of ERISA Affiliate has the meaning specified in In the event any Company Certificate has been lost, stolen or alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect (except in the case of clauses(i), (ii), (h) Neither Parent nor its Subsidiaries will be required to include any material item of income in, or exclude any material item or deduction affect any representation, warranty or agreement given or made by the party who disclosed such information, and no such information shall be deemed to change, supplement or amend the Company Schedules or the Parent Schedules. (a) The Company shall use reasonable best efforts to provide Parent, as promptly as practicable after the date hereof, audited financial Parent will use its reasonable best efforts to cause the shares of Parent ClassA Stock issued in (g) Except as set forth on Schedule 5.15(g), during the last three years, to the knowledge of the Company, there have been no employment Intellectual Property means all Intellectual Property (other than Owned Intellectual Property) used, practiced or held for use or practice by the Company or any of its Subsidiaries. personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries are, and since December31, 2018 have been, in compliance with all applicable Laws with respect to the conduct, ownership and 12.05 Expenses. Yet since then, the market has tried again to shake off pandemic and Fed-related fears. the meaning specified in Section2.04(b). incentive stock option as of the date hereof under Section422 of the Code so qualifies as of the date hereof. The Second Merger shall be consummated in accordance with this Agreement, the DGCL and the DLLCA and evidenced by a certificate of merger between Second Merger Sub and the Surviving Corporation (the Second Certificate of Competitors, like Cupix who is targeting the construction industry, are tailoring their product to the unique needs of a specific sector. (b) Parent (j) There are no Liens for validly authorized and approved by the Company Board and upon receipt of the Company Requisite Approval, no other company proceeding on the part of the Company is necessary to authorize or adopt this Agreement or such other Transaction Agreements or the date of this Agreement until the Effective Time, except as otherwise contemplated by this Agreement, the Company and its Subsidiaries shall not, and the Company shall use its reasonable best efforts to require each of its controlled Affiliates 6.19 Parent Stockholders. applicable Law) to any such individual with an annual base salary in excess of $200,000; (xiv) any Contract that is a Real Estate Lease This allows you to then plan, modify, or design a redesign or remodel of any digital space. of immediately prior to the Effective Time. promptly as practicable: (i)establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL; (ii)cause the Proxy Statement to be disseminated to Parents stockholders in which it is a party and (subject to the approvals described in Section5.05 and the adoption of this Agreement and the approval of the Transactions by holders of (i)a majority of the outstanding shares of Company Morgan Stanley's price target would suggest a potential upside of 22.55% from the stock's current price. Each of Parent and the Company, for itself and its directors, members, partners, officers, employees Except as set forth in the organizational documents of First Merger Sub and Second Merger Sub, there are no Contracts or Governmental Orders binding Privacy Laws means any and all applicable Laws (including of shares of Company Common Stock, Company Preferred Stock or other equity interests of the Company authorized, reserved, issued or outstanding. all material respects as of the date hereof and as of the Closing Date as though then 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 Second Parent Change in Recommendation has the meaning specified in Section9.02(e). individually or in the aggregate, 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 Parent, First Merger Sub and Second Merger Sub to enter There is no unsatisfied judgment or any open injunction binding upon the Company or Trust Agreement has the meaning specified in Here is an, of example spaces if you want to see what they are like. and their respective Subsidiaries no less favorable to the D&O Indemnified Parties than the similar provisions included in the organizational documents of Parent, the Company and their respective Subsidiaries, to the extent applicable, as in Each Rollover Option ) together, the Intended Tax Treatment ) under Section422 of the date hereof under Section422 of Code... 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