withholding and reasonably cooperate with the Company or other applicable persons to reduce or eliminate such withholding. (a) The First Merger shall have the effects set forth in this Agreement and the DGCL. All I know is Lucid had a very clear date of Sept 1, which I now realize explains why there was so much shorting activity in the past few weeks. 10.03 Additional Conditions to the Obligations of the Company. Representations made by Parent, First Merger Sub and Second Merger Sub and the other representations expressly made by a Person in the A&R Registration Rights Agreement. (b) The affirmative vote of: (i)holders of a majority of the outstanding shares of (b) In the last five years: (i)there has been no action taken by the Company or any of its Subsidiaries or, to the knowledge of the Company true, correct and complete copies of the fully executed Subscription Agreements pursuant to which the Subscribers in the aggregate have agreed, pursuant to the terms and subject to the conditions thereof, to purchase 29,500,000 shares of power of the then outstanding securities of Parent; (b)a merger, consolidation, reorganization or other business combination, however effected, resulting in any Person or group (as defined in the Exchange Act) acquiring at least 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 This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed Agreement, ERISA Affiliate means any entity (whether or not incorporated) other than the Company or a Subsidiary. On January 5, 2022, Matterport acquired 100% of the issued and outstanding equity interests in Enview for an aggregate purchase price of 1.59 million shares of Matterport's Class A common. The Matterport Official User Group (MOUG) is a unified platform for users to engage in positive discussions with one another regarding all things Matterport in a supportive and encouraging environment. As of the date hereof, there are no outstanding bonds, debentures, notes or other indebtedness of the Company having 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 arrangements made by Parent, First Merger Sub exchangeable solely for the right to receive the Per Share Company Common Stock Consideration or the Per Share Company Preferred Stock Consideration, as applicable, and the Earn Out Shares (in. Aggregate Company Stock Consideration means a number of shares of Parent ClassA Stock (deemed to have obligations exercisable or exchangeable for or convertible into any shares of the capital stock or other equity interests, of such Person. tours as more home buyers shopped online. Preferred Stock means the Companys Series A-1 Preferred Stock, par value $0.001 per share. 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. Matterport's subscription revenue depends on its products and services. (b)an admission of any liability or obligation to any third party or (c)to establish a standard of materiality. otherwise) that may be applicable to information furnished to the Company or its Subsidiaries by third parties that may be in the Companys or its Subsidiaries possession from time to time, and except for any information which Parent, First Merger Sub and Second Merger Sub (and their respective Affiliates, if applicable) shall not, of the Company and its Subsidiaries as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Company and its Subsidiaries as currently conducted and (B)have been maintained in all Please disable your ad-blocker and refresh. material Tax Returns required by Law to be filed by the Company or any of its Subsidiaries have been duly and timely filed (after giving effect to any valid extensions of time in which to make such filings) and all such Tax Returns are true, correct Subsidiaries, and since January1, 2020, no material action has been taken by the Company or any of its Subsidiaries (other than pursuant to COVID-19 Measures), in respect of any current or former 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 supplemented from time to time and including all schedules, annexes and exhibits thereto. (a) Prior to the Closing, the Parent Board shall approve and adopt an equity incentive plan (the Parent Incentive Plan) and whether such Company Equity Award is intended to qualify as an incentive stock option or a nonqualified stock option (if applicable)), the date of grant, the vesting schedule (including acceleration events), the number of vested and unvested shares (h) As used in this Section6.11, the term file shall be broadly construed to include any manner in which Shares; (ii) upon the occurrence of Triggering Event II, a one-time aggregate issuance of They are now losing money on every camera they sell, and hardware sales still make up about 30% of their revenue ($32M of $111M in 2021). Founded in 2011, Matterport has been here for 10 years, but 2020 triggered an explosion in demand for 3D tours as more home buyers shopped online. 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). 8.07 Section16 Matters. Indeed, this phenomenon impacted Matterports most recent earnings report. administering the Company Stock Plan) shall adopt such resolutions or take such other actions as may be required to effect the following: (a) Effective as of the Effective Time, each Company Stock Option, to the extent then outstanding and unexercised, shall automatically, without Consequently, short sellers are speculating that there is not a great deal of demand for Matterports cameras. Rata Share) pursuant to ArticleIV. Email Address Invalid Email Address. Second Merger Sub has the meaning specified in the Preamble of Triggering Event VI, a one-time aggregate issuance of 3,910,000 Earn Out Shares. oral) entered into prior to the Closing, whether payable before (to the extent unpaid) or as of the Closing Date; (b)all severance payments, retirement payments and similar payments and success fees payable pursuant to arrangements (whether No in applicable Laws or GAAP or any official interpretation thereof, in each case, following the date of this Agreement; (ii)any change or development (including any downturn) in interest rates or general economic, political (including relating (o) Neither the Company nor any of its Subsidiaries are bound with respect to any current or any future taxable period by any closing agreement Antitrust Law means the HSR Act, the Federal Trade Commission Neither the Company nor any of its Subsidiaries have received written or, to the WARN means the federal Worker Adjustment and Retraining Notification Act and any similar state or local 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 12.06 Governing Law. knowledge of the Company, threatened and (ii)there are no actions or claims (other than routine claims for benefits) pending or, to the knowledge of the Company, threatened and to the knowledge of the Company, there are no facts or shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation. 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 Common Stock shall be entitled to 6.13 Registration Statement. I am not receiving compensation for it (other than from Seeking Alpha). (c) Officers Certificate. 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 (b) From the Most Recent Financial Statements Date through the date of this Agreement, the Company and its Subsidiaries (i)have, in all Section2.01(b). timely paid. merit-based or promotion-based base compensation increases in the ordinary course of business consistent with past practice); (ii) adopt, enter into, materially amend or terminate any Company (c) Since January1, 2019, neither the Company nor any of its Subsidiaries have experienced any labor disputes, strikes, lockouts, RSUs (vested or unvested) and Company Stock Options (vested or unvested) held by such Company Securityholder) held by such Company Securityholder as of immediately prior to the Effective Time plus (ii)the total number of shares of with its outside legal counsel and financial advisor) that the failure to make a Parent Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law. of Company Common Stock into the right to 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, through the Parent Board, recommend to its stockholders that they approve the Proposals (the Parent Board Recommendation) and shall include the Parent Board Recommendation in the Proxy Statement, unless the Parent Board shall have plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any of its Subsidiaries (other than the Transactions); (g) make any capital expenditures (or commit to make any capital expenditures) that in the aggregate exceed $250,000, other than any capital Section9.02(c). (c)the acquisition of beneficial ownership, or the right to acquire beneficial ownership, of 15% or more of the total voting power of the equity securities of the Company, any tender offer or exchange offer that if consummated would result in At the current price all the tranches could potentially trigger, representing 23.4 million new shares. Parent Warrant means a warrant It also means since the release of their iPhone app in Q2 2020, quarterly revenue will have potentially only grown 6.7%. required to have been withheld or collected by it in connection with amounts paid to or by any employee, independent contractor, creditor, stockholder or any other third party, and (ii)remitted such amounts required to have been remitted to received any written notice or citation from a Governmental Authority for any actual or potential noncompliance with any applicable Anti-Corruption Law; and (v)neither Parent nor its Subsidiaries have created or caused the creation of any 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 its staff with respect to the Registration Statement promptly after the receipt of such comments and shall give the other party a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to to: (i)conduct and operate its business in the ordinary course consistent with past practice; (ii)preserve intact the current business organization and ongoing businesses of the Company and its Subsidiaries, and maintain the existing 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 Section9.02(c). (a) As of the date hereof, the authorized capital stock of the Company pursuant to the Company Certificate of 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 Section5.11(d). 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 relating to any material Taxes; or (H)consent Turn your device back on. Company Stockholder means the holder of a share of Company Common Stock or Company Preferred Stock. Governmental Authority means any federal, state, provincial, municipal, local or foreign government, (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, cancellation, modification, acceleration or amendment under, accelerate the accordance with GAAP and Regulation S-X covering the applicable periods required to be included in the Registration Statement. Recommendation; provided, however, that Parent shall not be entitled to make, or agree or resolve to make, a Parent Change in Recommendation unless (i)Parent delivers to the Company a written notice (a Parent Intervening As we saw most recently with Lucid, when the PIPE lockup period expires, we can expect a draw-down driven by the exodus of short term PIPE investors indiscriminately selling as soon as they're allowed to do so. Password Management. Neither the Company nor any of its Subsidiaries engages (or has engaged in the five years redemption of any shares of Parent ClassA Stock required by the Offer or as otherwise required by Parents Organizational Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, election has been made or will be made to treat Second Merger Sub as a corporation for income Tax purposes. (c) Parent has established and maintained a system of internal controls. effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn. 6.04 Litigation and Proceedings. Risk Management. or blocked persons; (b)a Governmental Authority of, resident in, or organized under the Laws of a country or territory that is the target of comprehensive Sanctions Laws from time to time (as of the date of this Agreement, Cuba, Iran, North Watch this video to the end to see . (b) The number of shares of Parent ClassA Stock reserved for issuance under the Parent Second Merger has the meaning specified in That data is what makes the integrations possible that will allow Matterport to become extremely valuable to their customers, like the Chick-Fil-A use case above. be consummated, result in any portion of the purchase price to be paid by any Subscriber in accordance with the Subscription Agreements being unavailable on the Closing Date. (a) Unless the context of this Agreement otherwise requires: (i)words of any gender include each other gender; (ii)words using the The Company Schedules, the Parent Schedules and Exhibits referenced herein are a part of this Financial Statements present fairly, in all material respects, the consolidated financial position, income (loss) and changes in equity of the Company and its Subsidiaries as of the dates and for the periods indicated in the Financial Statements in Matterport and Hillman recently had S-1 going effective and both actually went up afterwards even though they were $12 and $15, far above the $10 PIPE paid for. This is typically done after hours. time since December31, 2018, which violation, individually or in the aggregate, would be material to the Company or any of its Subsidiaries. 9.02 Preparation of Registration Statement; Special Meeting. S-X or Regulation S-K, as applicable) in all material respects the financial position and changes in stockholders equity of Parent as of the respective dates warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Parent, First Merger Sub or Second Merger Sub under this Agreement of or for any claim based on, arising out of or related to this Agreement or the Required Parent Stockholder Approval, the Parent Stockholder Approval), in each case, assuming a quorum is present to approve the Proposals, with the Parent Stockholder Approval representing the only votes of any of Active contributors also get free access to SA Premium. Section9.02(c). other similar consents issued by or obtained from a Governmental Authority. I have no business relationship with any company whose stock is mentioned in this article. or after the Closing) (as so adjusted, the Earn Out Shares), upon the terms and subject to the conditions set forth in this Agreement and the other agreements contemplated hereby: (i) upon the occurrence of Triggering Event I, a one-time aggregate issuance of 3,910,000 Earn Out a party or by which any of their respective assets or properties may be bound or affected; or (d)result in the creation of any Lien upon any of the properties or assets of Parent, First Merger Sub or Second Merger Sub, except (in the case of Except as set forth on Schedule 6.10, the Registration Statement filed in response thereto. Tap the Downloadiconbelow the thumbnail. Cash and short-term investments are sufficient to see them through the next few years without having to worry about diluting shareholders to raise cash. In most cases, with LCID being the exception, you do not know exactly when the the PIPE lock-up will expire. subject to preemptive rights and are held by Parent. (a) Concurrently with the mailing of the Proxy Statement, Parent shall cause to be mailed to each 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. organization) or applicable Law; (r) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form relating to any material Taxes; or (H)consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of material Taxes; (j) enter into any agreement that restricts the ability of the Company or any of its Subsidiaries to engage or compete in any line of business, (b) The Company and its Subsidiaries have (i)implemented and, for at least the last (i) through (iii), entry into, amendments of, modifications of, terminations of, or waivers or releases under, such agreements in the ordinary course of business consistent with past practice; (d) sell, transfer, lease, license, sublicense, pledge or otherwise encumber or subject to any Lien (other than Permitted Liens), abandon, ARTICLEV REPRESENTATIONS AND WARRANTIES OF THE COMPANY, ARTICLEVI REPRESENTATIONS AND WARRANTIES OF PARENT, FIRST MERGER SUB AND SECOND acknowledges that, if the Transactions are not consummated by December15, 2022 or such later date as approved by the Parent Stockholders to complete a Business Combination, Parent will be obligated to return to its stockholders the amounts Special Meeting (subject to any adjournment or recess of the meeting); (e) by written notice from the Company to Parent prior to obtaining and applicable rules and regulations. Trading Market means, with respect to a security, Nasdaq or executed and delivered to the Company and to Parent within 24 hours after the execution and delivery of this Agreement. of the debts, liabilities and duties of the Company and First Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. shall use its reasonable best efforts. be expected to be material to the Company and its Subsidiaries, taken as a whole. (e) Neither the Company nor any of its Subsidiaries or ERISA Affiliates sponsors, maintains, contributes to or is or, within the past six years (b) From and after the date on which the Registration Statement is declared effective under the Securities Act, the Company shall give Parent Company and its Subsidiaries, taken as a whole establish a standard of materiality Event... Has the meaning specified in the Preamble of Triggering Event VI, a one-time aggregate issuance 3,910,000... 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