to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue earnings, cash flow or cash position (it being understood that the facts giving rise to such failure may be taken into 3.08 Cash in Lieu of Fractional Shares. SEC means the As of the date hereof, there are no outstanding, and since December31, Rata Share) pursuant to ArticleIV. (a) As of the date hereof, the authorized capital stock of the Company pursuant to the Company Certificate of Let us do it for you. destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and, if required by Parent, the provision by such Person of a customary indemnity against any claim that may be Additional Proposal has the meaning specified in Section9.02(c). (c) To the OF PARENT, FIRST MERGER SUB AND SECOND MERGER SUB. 4.02 Acceleration Event. Section12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol GHVI. The approval of this Agreement by the stockholders of any of the parties shall not restrict the ability of the board of directors of any of the parties to terminate material respects, conducted their business and operated their properties in the ordinary course of business consistent with past practices, and (ii)have not taken any action that (A)would require the consent of Parent pursuant to (a) All material Tax Returns required by Law to be filed by Parent and its Subsidiaries have been duly and timely filed No material default or breach by (i)the Company or any 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. Willful Breach of this Agreement; provided, however, that (a)nothing herein shall serve to limit or prohibit the Companys right to pursue a claim against Parent for (i)legal relief against monies or other assets held So every time the stock price would go up in one quarter, the EPS would be dragged down by the paper loss resulting from this increased liability. 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 with respect to any material amounts of Taxes due from Parent. First Certificate of Merger has the meaning specified in Section2.01(a). owned or operated real property or any other location for which the Company or any of its Subsidiaries may be liable. 116136 (03/27/2020), I am not receiving compensation for it (other than from Seeking Alpha). the Registration Statement and (ii)responding in a timely manner to comments on the Registration Statement from the SEC. Matterport uses a freemium model to build their subscriber base. The shares of Parent ClassA Stock (the Rollover RSUs) determined by multiplying the number of shares of Company Common Stock underlying such award as of immediately prior to the Effective Time by the Per Share Company Common Release has the meaning specified in Section9.03(c). of such share of Company Preferred Stock into the right to receive the Per Share Company Preferred Stock Consideration pursuant to this Section3.01(b) and the Earn Out Shares in accordance with customers, suppliers or service providers in the ordinary course of business); (iii) any Contract that (A)provides for any to the Registration Statement, such that the Registration Statement no longer contains 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 Management has reduced FY 2021 revenue guidance due to supply chain issues and a difficult hiring environment. and clear of any Liens other than (i)Permitted Liens and (ii)any restrictions on sales of securities under applicable Securities Laws. 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. No event has occurred that, and no condition exists which, with notice or lapse of time or both, would constitute a For example, Lucid specified the exact date. (h) Except as the valid termination of this Agreement in accordance with Section11.01, the Company shall not, shall cause its Subsidiaries not to and shall use its reasonable best efforts to cause its and their respective Companys Common Stock, par value $0.001 per share. But don't be quick to judge Matterport by its ignominious coveror risk missing out on one of the group's more unique opportunities. Event Notice) advising the Company that the Parent Board proposes to take such action and containing the material facts underlying the Parent Boards determination that a Parent Intervening Event has occurred, and (ii)at or Waiving Parties has the meaning specified in Section12.17. not be satisfied at the Closing (a Terminating Parent Breach), except that, if such Terminating Parent Breach is curable by Parent through the exercise of its commercially reasonable efforts, then, for a period of up to 30 days consists of 1,000 shares of common stock, par value $0.01 per share, of which 1,000 shares are issued and outstanding and beneficially held (and held of record) by Parent, free and clear of all Liens (other than Permitted Liens). the meaning specified in the Recitals hereto. Parent Intervening Event means an event, fact, There are some positives from the warrant redemption. 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. 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 or Second Merger Sub to enter into, perform its obligations under this cleanup of Hazardous Materials. Section5.22(a). Triggering Events means, collectively, Triggering Event I, Triggering Event II, Triggering Event III, as required by Law; provided, however, that all rights to indemnification or advancement of expenses in respect of any Actions pending or asserted or any claim made within such period shall continue until the disposition of such Action regulations promulgated thereunder. Company History The company was founded in 2011 by David Gausebeck, a deeply technical former PayPal engineer. As used herein, the phrase to the knowledge means the actual years after the Lockup Expiration Date. No such claims have been made in writing against any Person by the Company or any of its Subsidiaries in the last three years. 3.06 Conversion of Company Equity Awards. (whether at law or in equity) or arbitration. the Waiving Party Group), on the one hand, and their counsel, including Latham& Watkins LLP, on the other hand, that are made in connection with the negotiation, preparation, execution, delivery and performance under, or parties under Section368(b) of the Code, and this Agreement is hereby adopted as a plan of reorganization within the meaning of U.S. Treasury Regulation Section1.368-2(g). (b)use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Parent, the Company or their respective Affiliates are required to obtain in order to consummate the Transactions, including any obligations of any of the relevant parties thereunder following the Closing. participation in Parent, First Merger Sub or Second Merger Sub, or any other Contracts to which Parent is a party or by which Parent is bound obligating Parent to issue, deliver, sell, or cause to be issued, delivered or sold, any shares of capital cash, without interest, rounded down to the nearest cent, equal to the product of (a)the amount of the fractional share interest in a share of Parent ClassA Stock to which such Company Stockholder otherwise would have been 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 There are risk factors and reaching their full potential will require great execution, and so far the execution is lacking. Company Closing Indebtedness); and (viii)the amount of all Cash and Cash Equivalents of the Company as of the date of the Company Closing Certificate. This is a much better value proposition for the company as it moves the primary revenue stream from one-off expensive purchases to dependable and recurring subscriptions. Each of the covenants of the Company to be performed or complied with as of or prior to the Closing shall 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 Each of the covenants of Parent to be performed or complied with as of or prior to the By opening up capture to all Android devices, they made it significantly easier for the majority of the worlds population to start using their services. right to receive, upon such surrender, the Per Share Company Common Stock Consideration or the Per Share Company Preferred Stock Consideration, as applicable, and a number of Earn Out Shares in accordance with ArticleIV Software means any and all: (a)computer programs, including any and all software implementation of To Parents 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; compete in any line of business or in any geographic territory; (v) any Contract under which the Company or any of its Subsidiaries has: Agreement and the Proxy Statement in conjunction with, among other things, obtaining approval from the stockholders of Parent for the Business Combination (the Offer); WHEREAS, prior to the consummation of the Mergers, Parent will, subject to obtaining the 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 Company pursuant to Treasury Regulations Section1.1445-2(c) dated no more than 30 days prior to the Closing Date and signed by a responsible corporate officer of the Company in the form set forth as The IT Systems (i)are adequate in all material respects for the operation and conduct of Parent and Merger Sub Representations means the representations and warranties of each of Parent, First Companies typically report lower-than-expected earnings for a few quarters while waiting for their subscription revenue to catch up to what they used to receive from their fatter, one-time license payments. Parent Cure Period has the meaning specified in (v) election of the members of the board of directors of Parent in accordance with Section8.08 (the Election Proposal); and (vi)approval of any other proposals reasonably agreed by Parent and the federal income tax purposes, (a)this Agreement shall constitute a plan of reorganization within the meaning of Section368 of the Internal Revenue Code of 1986 (the Code) and the Treasury Regulations As discussed, Management hyped the YoY revenue growth, but that growth has faded. I wrote this article myself, and it expresses my own opinions. Anyone can have one fully functional digital twin for free to get them into the ecosystem in hopes that they will see the value and pay for additional functionality. available to Parent true, correct and complete copies of the leases, subleases, licenses and occupancy agreements (including all modifications, amendments, supplements, guaranties, extensions, renewals, waivers, side letters and other agreements Earn Out Shares has the meaning specified in GRAF/Velodyne comes to mind. Company Stockholder, on the other hand; (x) any Contract with a third party establishing any joint venture, partnership, strategic Closing Date has the meaning specified in the Employee Retirement Income Security Act of 1974, as amended (ERISA), and any other plan, policy, program, arrangement or agreement providing compensation or benefits to any 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 earlier date), except, in either case, where the failure of such representations and of the Closing after giving effect to the redemptions pursuant to the Offer; (iii)the amount of Closing Parent Cash, including the amount of Closing Parent Cash net of the Outstanding Parent Expenses; (iv)a list of the Outstanding Parent Thats way down from its previous midpoint of $123 million. Parent is a member in good standing with Nasdaq. Press J to jump to the feed. First, total paid subscribers only went from 54k to 55k from Q321 to Q421. This Agreement has been, and each such other Transaction Agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by Affiliates, Subsidiaries, successors and assigns, agree that no Person may use or rely on any of the Privileged Communications, whether located in the records or email server of the Company or otherwise (including in the knowledge of the officers Company Stockholder means the holder of a share of Company Common Stock or Company Preferred Stock. outstanding as of the date of this Agreement; (iii)1,837,769 shares of Company Series A-1 Preferred Stock, all of which are issued and outstanding as of the date of this Agreement; (iv) 4,740,459 shares 7.07 Company Financial Statements; Other Actions. transaction, agreement, arrangement or understanding with any: (a)present or former officer, director or employee of any of Parent or any of its Subsidiaries; (b)beneficial owner (within the meaning of Section13(d) of the Exchange good standing as a foreign corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as (h) The Company and each of its Subsidiaries have complied and do comply with all material obtained by Parent and its Representatives under this Agreement shall be subject to the Confidentiality Agreement prior to the Effective Time. Parents preparation for inclusion in the Registration Statement of pro forma financial statements that comply with the requirements of Regulation S-X under the rules and regulations of the SEC (as Second It depends on whether or not the PIPE anchors are mostly long or short. Uncaught TypeError: Cannot read property 'Jr' of undefined throws at https://support.matterport.com/s/sfsites/auraFW/javascript/Vo_clYDmAijdWOzW3-3Mow/aura_prod . governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, arbitrator, court or tribunal. been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any is a blank check company incorporated to acquire one or more operating businesses through a Business Combination; WHEREAS, First Merger stock of, other equity interests in or debt securities of, Parent, First Merger Sub or Second Merger Sub, and (ii)no equity equivalents, stock appreciation rights, phantom stock ownership interests or similar rights in Parent, First Merger Sub meaning specified in the Recitals hereto. 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 the Closing Date. Matterport definitely has a great, long-term outlook. Company Stock means, collectively, the Company Common (c) The Parent ClassA Stock price targets set forth inthe Consequently, short sellers are speculating that there is not a great deal of demand for Matterports cameras. interests or other equity interests of the Company or its Subsidiaries in connection with the forfeiture or cancellation of such equity interests; (B)transactions between the Company and any of its wholly-owned Subsidiaries or between Password Invalid Password. (g) None of the source code or related materials for any Owned Company Software has been licensed or provided to, or used or accessed by, any (d) Neither the Company nor any of its Subsidiaries are likely to give rise to or result in, a Business Combination Proposal. (b) For the Matterports press release states this resulted in 9.1M shares of common stock being issued. current or former director, officer, employee or individual independent contractor of the Company or its Subsidiaries to payments or benefits or any loan forgiveness, in each case, from the Company or any of its Subsidiaries or Affiliates. 3.10 Dissenting Shares. (f) Since the date of Parents formation, there has not been any change, development, condition, In Q4, it "sits right at about 66%". (f) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as Agreement; provided, however, that this Section3.03 shall not be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms and conditions of this 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 arisen since the Most Recent Financial Statements Date in the ordinary course of the operation of business of the Company and its Subsidiaries, consistent with past practice; or (c)arising under this Agreement or the performance by the Company Matterport had massive revenue growth in the second quarter of 2020, but since then the growth has been less impressive. 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