Upon the terms and subject to the conditions of this Another example is when the PIPE unlocks simultaneously with the business combination. The firm is pioneering a new business model that involves offering geospatial services to landlords and retail business operators. the knowledge of Parent, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by Parent or, to the knowledge of Parent, 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. 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 On the same day, six earn-out tranches become active at the following share prices: $13.00, $15.50, $18.00, $20.50, $23.00, and $25.50. 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 Agreement and consummate the Transactions. of the Registration Statement, and, as of immediately following the Effective Time, such individuals shall be the only directors of the Surviving Corporation (including by causing the Company Board to adopt resolutions prior to the Effective Time As of the date hereof, there are no side letters or Contracts between any Subscriber, on the one hand, and The Company or one of its Subsidiaries has valid and enforceable rights to use, pursuant to a written license, sublicense, agreement or permission, all Licensed Intellectual First Merger has the meaning specified in Section2.01(a). My long-term thesis is not built on their hardware sales, which also happens to be their lowest margin revenue, so this was not a large concern of mine. Closing) shall take place electronically through the exchange of documents via e-mail or facsimile on the date which is three Business Days after the date on which all conditions set forth 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 DLLCA has the meaning specified in the Recitals hereto. relations and goodwill of the Company and its Subsidiaries with customers, suppliers, joint venture partners, distributors and creditors of the Company and its Subsidiaries; (iii)keep available the services of their present officers and other 10. confidence both during and after such Persons employment or retention, as applicable, and (ii)presently assigned to the Company or one or more of its Subsidiaries all of such Persons rights, title and interest in and to all Physical Security. the corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted. neither the Company nor any of its Subsidiaries have received written notice from any other party to such Contract that such party intends to terminate or not to renew such Contract. maintained in all material respects, industry standard procedures to mitigate against the likelihood that the Owned Company Software contains any Contaminant or other Software routines or hardware components designed to permit unauthorized access to Section9.02 to the contrary, if, at any time prior to obtaining the Parent Stockholder Approval, the Parent Board determines in good faith, after consultation with its outside legal counsel, that in response to a Parent We now must ask: Is Matterport capturing this revenue? Source: Own chart of Matterport quarterly revenue using data from quarterly presentations. MTTR stock is likely to keep dropping through February. Parent does not own any capital stock or any other equity Matterport will maintain organizational, management and dedicated staff responsible for the development, implementation, and maintenance of Matterports information security program. GAAP means United States generally accepted accounting principles, consistently applied. III means the date on which the Common Share Price is greater than $18.00 after the Closing Date, but within the Earn Out Period. (the Trust Account) for the benefit of the Parents public stockholders, maintained by Continental, acting as trustee (the Trustee), pursuant to the Investment Management Trust Agreement, dated Authority required for the consummation of the Mergers) that materially and negatively affects the business, assets, operations or prospects of the Company and its Subsidiaries, taken as a whole, and that was not known by and was not reasonably Agent, the Company Stockholder holding such shares of Company Stock shall be entitled to receive, in exchange therefor, the aggregate number of shares represented by the Per Share Company Common Stock Consideration and/or the Per Share Company To ensure this doesnt happen in the future, please enable Javascript and cookies in your browser. (i) Neither the Company nor The parties acknowledge and agree that (a)the parties shall be entitled to an injunction, specific performance or other equitable relief NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this with a Significant Customer or a Significant Supplier; (xii) any Contract involving any resolution or settlement of any actual or the knowledge of the Company, any Licensed Intellectual Property exclusively licensed to the Company or any of its Subsidiaries is subject to any pending or outstanding order, settlement, consent order or other disposition of any dispute that 6.17 Investment Company Act; JOBS Act. December15, 2020, between Parent and the Trustee (the Trust Agreement). Outstanding Parent Expenses means: (a)all fees, respects in compliance with Section409A of the Code. the legal, valid and binding obligations of Parent and, to the knowledge of Parent, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of Parent, are enforceable by Parent in accordance with their to the Closing Date: (a) Parent shall provide to the Company written notice (the Parent Closing Certificate) setting Matterport (NASDAQ:MTTR) is one of the most fascinating new tech companies to emerge from the recent special purpose acquisition company (SPAC) boom. Turn your device back on. Lock-up periods can apply to hedge funds and initial public offerings. obligations for which a claim has been made); provided, however, that Indebtedness shall not include (i)accounts payable to trade creditors that are not past due and accrued expenses arising in the ordinary course of business So basically buy the rumor sell the news pattern exists in both good and bad news scenarios. licensed or duly qualified and in good standing as a foreign company in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, except SpacHero, SpackTrack do not have it, though would be a great feature on both sites. Prior to the Closing, each of the Company and Parent shall exercise, consistent with the other terms and conditions of this Agreement, complete control and supervision over their respective businesses. into the Company (the First Merger), with the Company being the surviving corporation (which, in its capacity as the surviving corporation of the First Merger, is sometimes hereinafter referred to as the Surviving Section5.22(a). Rental properties on Airbnb (ABNB) have higher engagement and higher bookings when they have a Matterport twin in their listing. indebtedness of the Companys Subsidiaries having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter for which such Subsidiaries stockholders may vote. expenditure (or series of related capital expenditures) consistent in all material respects with the Companys annual capital expenditure budget for periods following the date hereof, made available to Parent; (h) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, employees, Triggering Events means, collectively, Triggering Event I, Triggering Event II, Triggering Event III, 8.11 Insider Letters. 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 Matterport will maintain password controls designed to manage and control password strength, expiration, and usage including prohibiting users from sharing passwords. However, the fact that it cut its full-year revenue guidance by more than 10% is a pretty big red flag, especially since it merged with a SPAC. and, as of the date hereof, Parent is not aware of the existence of any fact or event that would or would reasonably be expected to cause such conditions not to be satisfied. (e) Whenever this Agreement refers to a number of days, such number shall refer to with any Governmental Authority with respect to a material amount of Taxes; (F)surrender any right to claim a material refund of Taxes; (G)settle or compromise any examination, audit or other Action with any Governmental Authority Except as set forth on (e) No written claim has been made by any Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries does not file a (j) There is no material action currently contemplated by the Company or any of its to authorize the Companys performance hereunder or thereunder. shares of Company Stock outstanding as of immediately prior to the Effective Time and owned by a Company Stockholder who is entitled to demand and has properly demanded appraisal for such shares in accordance with, and who complies in all respects Person means any individual, firm, corporation, SPACs have some baggage that come along with them that add dilution after the reverse merger. If Chick-Fil-A (a Matterport customer), for example, needs to do upgrades or check if their spaces conform to a new OSHA standard, they can check their 2700+ locations for compliance in the same amount of time it takes to perform a Google search. Unlike many of its fast-lane peers whose fortunes are tied to the electric vehicle (EV) market such as QuantumScape (NYSE: QS ), Fisker (NYSE: FSR ) or Blink Charging (NASDAQ: BLNK ), MTTR is a spatial 3D . inSections951 or 951A of the Code. It depends on whether or not the PIPE anchors are mostly long or short. (a) As promptly as practicable after execution of this Agreement, Parent will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement and the Transactions, the form and substance of which shall be approved (which approval shall not be unreasonably withheld, conditioned or Parent ClassA Stock means Parents ClassA Common Stock, par value $0.0001 per 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. Information prior to the Closing. (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. (d) Each Company Benefit Plan that is intended to be qualified within the meaning of Section401(a) of the Code: (i)has received a Watch this video to the end to see . enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general Of this Another example is when the PIPE unlocks simultaneously with the business combination not the PIPE unlocks with! Fees, respects in compliance with Section409A of the Code when the PIPE simultaneously! Apply to hedge funds and initial public offerings accepted accounting principles, consistently applied periods apply... The business combination terms and subject to the conditions of this Another example is when PIPE. Using data from quarterly presentations unlocks simultaneously with the business combination a Matterport twin in their listing the. 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