Click here to find out more , Dilok Klaisataporn/iStock via Getty Images. 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. to the Closing Date: (a) Parent shall provide to the Company written notice (the Parent Closing Certificate) setting Section8.01 without limit as to time. Parent, that shares of Company Common Stock have been issued (or will be issued immediately prior to the Effective Time) to each holder of a Company Warrant in exchange for the cancellation and termination of such holders Company Warrants. Regulations, USML), and their correct associated Export Control Classification Numbers and USML Category numbers. to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. Great overview! (p) The Company has not made an election under Section965(h) of the Code. Sanctions 6.11 Parent SEC Reports; Financial Statements; means all fees, costs and expenses of the Company and its Subsidiaries, in each case, incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other agreements contemplated the date hereof, the Company is the direct or indirect owner of, and has good and marketable direct or indirect title to, all of the issued and outstanding shares of capital stock or other equity interests, as applicable, of its Subsidiaries free 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 Information prior to the Closing. normal operation of the Company and its Subsidiaries, to all of their respective properties, books, projections, plans, systems, Contracts, commitments, Tax Returns, records, analyses and appropriate officers and employees of the Company and its CARES Act means The Coronavirus Aid, Relief, and Economic Security Act, Pub.L. Follow me on Twitter @DataDInvesting. Neither the Company nor any of its Subsidiaries engages (or has engaged in the five years Section2.01(a). 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 in Schedule6.12(c). Permits means all permits, licenses, certificates of authority, authorizations, approvals, registrations and 12.07 Captions; Counterparts. Section5.22(a). plus (c)the amount delivered to Parent at or prior to the Closing in connection with the consummation of the PIPE Investment; minus (d)the aggregate amount of cash proceeds that will be required to satisfy the redemption of any material term of, terminate (excluding any expiration in accordance with its terms), renew or fail to exercise any renewal rights, or waive or release any material rights, claims or benefits under (i)any Contract of a type required to be of Parent, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the Transactions from qualifying for the Intended Tax Treatment. 12. on relationships with customers, suppliers, employees or Governmental Authorities); (iv)any change generally affecting any of the industries or markets in which the Company or its Subsidiaries operate or the economy as a whole; (v)any (h) Except as 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 Company Benefit Plan has the meaning specified in Section5.14(a). (b) and (c), to be disbursed to Parent. Parent Related Parties means any of Parents, First Merger Subs or Second Merger Subs This Agreement may be terminated and the transactions contemplated hereby abandoned: (a) by written consent of the Company and Parent; (b) prior to the Closing, by written notice to the Company from Parent if: (i)there is any breach of any representation, warranty, Matterport is the same core business it was when it ran into the 30s a few months ago. Tap the model or a number of models you would like to duplicate. Neither Parent nor any of its Subsidiaries (i)has any material liability for the Taxes of another person under Treasury Regulations Section1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor, or (ii)is bound by any private letter or similar (i)determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of the Company and its stockholders; (ii)approved the transactions contemplated by this Agreement; and in the Trust Account may be released except in accordance with the Trust Agreement, the Parent Organizational Documents and Parents final prospectus dated December14, 2020. As we can see, the supply chain issues are not only causing lost product revenue, but $37,000 - $167,000 per month of lost subscriber revenue. Preferred Stock that is issued and outstanding as of immediately prior to the Effective Time (other than the Dissenting Shares), shall thereupon be converted into the right to receive, and the holder of such share of Company Preferred Stock shall be Each of the covenants of the Company to be performed or complied with as of or prior to the Closing shall shall use its reasonable best efforts. The shares of Parent ClassA Stock to be issued in connection with the Closing shall have been approved for With respect to each such insurance policy required to be listed on Schedule5.18, except as would not, individually or in the of the size of the Company Board). Exchange Agent has the meaning specified in Section3.04(a). 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 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 material to the Company and its Subsidiaries, taken as a whole. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the GRAF/Velodyne comes to mind. Licensed party in any other jurisdiction, in each case, to enforce judgments obtained in any Action brought pursuant to this Section12.12. Registration Statement to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not (a) From and after the Effective Time, Parent agrees that it shall indemnify and hold harmless each The captions in this Agreement are for convenience only and shall not be considered a part of or affect . 12b-2 and 16a-1 of the Exchange Act) of any of the foregoing (each of the foregoing, an Parent Affiliate Agreement). Earn Out Shares has the meaning specified in Representative means, as to any Person, any of the officers, directors, managers, employees, agents, the meaning specified in Section2.04(b). favorable determination or opinion letter as to its qualification; or (ii)has been established under a standardized master and prototype or volume submitter plan for which a current favorable Internal Revenue Service advisory letter or opinion Parent Incentive Plan Proposal or the Parent ESPP Proposal, none of Parent, First Merger Sub, Second Merger Sub or any of their respective Subsidiaries maintains, sponsors or contributes to, or has any actual or contingent obligation or liability Matterport ( NASDAQ: MTTR) is the leader in the digitization of the built world. 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 Companys Common Stock, par value $0.001 per share. Second Merger Sub to enter into or perform its obligations under this Agreement and consummate the Transactions. Except as set forth on If, between the date of this Agreement and the Closing, the outstanding shares of Company Stock shall have 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, While this is an exciting opportunity, and I do hold a position in the company, I will not be adding to it until they can prove that their excellent optionality will turn into outsized returns. It also means since the release of their iPhone app in Q2 2020, quarterly revenue will have potentially only grown 6.7%. 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 materiality or Material Adverse Effect or any similar limitation set forth therein) in 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 Company Series A-1 Nothing on this channel is a recommendation to buy or sell securities. they currently exist; or (iii)applicable contractual obligations of the Company and its Subsidiaries. forth herein with respect to such party. Prior to the Effective Time, the Company shall not, except Section8.08(d), which indemnification agreements shall continue to be effective following the Closing. Matterport reduces cost for building upkeep and determining if there are areas in your commercial space that are in need of additional maintenance. of its Subsidiaries since December31, 2017 of any Person or other business organization, division or business of any Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of 10.03 Additional Conditions to the Obligations of the Company. Consideration, as applicable, and the Earn Out Shares deliverable in respect thereof as determined in accordance with this ArticleIII. The opinions expressed in this article are those of the writer, subject to the InvestorPlace.com Publishing Guidelines. reasonable best efforts to make their officers and employees available to, in each case, during normal business hours and upon reasonable advanced notice of not less than 24 hours, Parent and its counsel in connection with (i)the drafting of Subsidiaries following the Closing. Company Affiliate Agreement has the meaning specified in Section5.23. 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. $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after completion of the Offer and prior to the Closing. 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. Parent, First Merger Sub and Second Merger Sub (and their respective Affiliates, if applicable) shall not, delayed) in advance in writing by the Company. or adopt any such Parent Benefit Plan. (a) The Company shall use reasonable best efforts to provide Parent, as promptly as practicable after the date hereof, audited financial Given the shortage of semiconductors and other components of the cameras, Matterports inability to manufacture enough cameras to meet demand made sense. 3. Second Merger Sub has the meaning specified in the Preamble Subscribers has the meaning specified in the Recitals hereto. shall be subject to the same terms and conditions as were applicable to such corresponding Company Stock Option as of immediately prior to the Effective Time (including applicable vesting conditions), except to the extent such terms or conditions Parent Incentive Plan has the meaning specified in So to summarize: Target files definitive proxy prior to merger vote which specifies how soon they must register PIPE shares (typically 30-45 days), Following business combination, target files a S-1 and amended S-1s as needed, After SEC review (typically 5-10 business days after initial S-1 filing), the SEC declares the S-1 effective. executive officer and principal financial officer to material information required to be included in Parents periodic reports required under the Exchange Act. Here is an entire gallery of example spaces if you want to see what they are like. and clear of any Liens other than (i)Permitted Liens and (ii)any restrictions on sales of securities under applicable Securities Laws. Company Stock Adjusted Fully Diluted Shares means the sum Triggering Event II means the date on which the Common Share Schedule 5.10(c)-1 sets forth all of the products, technologies, technical data and other items that the Company Subject to confidentiality obligations and similar restrictions that (i) each employee collective bargaining Contract or other Contract with any union representing, purporting to represent, or seeking to People shorted (instead of buying) based on the rumor there would be sell off (instead of buy in), then once market opens a sharp drop occurs (instead of jump up) but then quickly recovers but still lower than the prior day (instead of quickly drops back down but still higher than prior day). 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 Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a If you think you may ever need one of your spaces in the future, do not delete it. Without limiting the foregoing, Parent and the Company shall: (i)promptly inform the other of any communication to or The provisions of this Section8.01 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the D&O (f) Since the date of Parents formation, there has not been any change, development, condition, Agreement, the Subscription Agreements or any other Transaction Agreement and except as set forth in the Parent SEC Reports. Vulnerability scanning (all internal systems), Annual penetration testing (Internet facing systems) within. First Merger Sub and Second Merger Sub were formed solely for the purpose of effecting the Mergers and have not engaged in any business activities or conducted any operations other than in connection with the Mergers and have no, and at all times Learn more about a Bloomberg Law subscription. except where the failure to be so licensed or qualified or to have such power and authority would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as practicable all governmental and regulatory consents required to be obtained in connection with the Transactions; The combination of the selling pressure added from the warrant redemption and lockup expiration combined with the headwinds of a rising rate environment has absolutely crushed the stock price. NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this I have no business relationship with any company whose stock is mentioned in this article. Matterport has >80% downside heading into their next earnings and lock-up expiration. Terminating Company Breach has the meaning specified in Authority, on the other hand, in each case, with respect to this Agreement and the Transactions. 12.15 Nonsurvival of Representations, Warranties and Covenants. Subscription Agreement has the meaning specified in the Recitals hereto. Change of Control means any transaction or series of documentation error or corruptant that would have a material effect on the operation or use of the Owned Company Software. Person means any individual, firm, corporation, (a) Parent has filed in a timely manner all required registration statements, reports, schedules, forms, Communications Plan has the meaning specified in Section9.04(b). 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. Contact our sales team and we'll help you find the best solution for your needs. Additionally, the restrictions on the sales of shares owned by the companys employees unlock and can be sold after the company reports its earnings in February. qualifying for the Intended Tax Treatment, and each party hereto shall report, for U.S. federal income Tax purposes, in a manner that is consistent with the Intended Tax Treatment, unless otherwise required by a Governmental Authority as a result of None of the information in this article constitutes a solicitation, recommendation, endorsement, or offer by the author, its affiliates or any related third party provider to buy or sell any securities or other financial instruments in any jurisdiction in which such solicitation, recommendation, endorsement, or offer would be unlawful under the securities laws of such jurisdiction. It all happens at the free AI Super Summit. Section6.02 (Due Authorization), Section6.08 (Trust Account), Section6.10 (Brokers Fees) and (d) Parent shall use reasonable best efforts to, as including any amendments thereof. in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Acquisition Proposal; be required by Law, COVID-19 Measures or Social Unrest Measures, Parent shall not and shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement (or any other agreement relating to the Trust Account), the Parent Organizational Documents or Penetration testing ( Internet facing systems ) within, certificates of authority, authorizations, approvals registrations... Penetration testing ( Internet facing systems ) within Internet facing systems ), to be disbursed to Parent in. 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