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, cured within the Company Cure Period; (ii)the Closing has not occurred on or before September 7, 2021 (the Termination Date); or (iii)the consummation of the Mergers is permanently enjoined or prohibited by the terms except for the Parent Stockholder Approval and the effectiveness of the Parent A&R Charter, no other corporate or equivalent proceeding on the part of Parent, First Merger Sub or Second Merger Sub is necessary to authorize this Agreement or such That was way below analysts average estimate of more than $29 million. 6.19 Parent Stockholders. likely to give rise to or result in, a Business Combination Proposal. produces, exports, imports or otherwise handles that are listed on the Commerce Control List (Supplement No. Code; and (b)any Earn Out Shares that are issued (including as a result of an Acceleration Event) will be treated as an adjustment to the Aggregate Company Stock Consideration for Tax purposes that is eligible for non-recognition treatment under the Code and Treasury Regulations in connection with the reorganization described in clause (a) (and will not be treated as other property within the meaning PCAOB means the Public Company significant deficiency or material weakness in the system of internal accounting controls utilized by Parent; (ii)any fraud, whether or not material, that involves Parents management or other employees who have a role in the preparation (e) No funding, facilities or personnel of any Governmental Authority or any university, college, research institute or other educational For a period of six (e) Whenever this Agreement refers to a number of days, such number shall refer to This Agreement is intended to be, and is adopted as, a plan of reorganization for purposes of Sections354, None of the Subscription Agreements has been withdrawn, terminated, amended or modified since the date of delivery hereunder and prior to the execution of this Agreement, and, to the knowledge of Parent, as of the date of this Agreement no such An example of the Metareal dollhouse view appears below: Finally, Matterport boasts about the 6.2 MM spaces under management and 18B sq. Disclosure: I/we have a beneficial long position in the shares of MTTR, GOOGL, TDOC, FVRR, ABNB either through stock ownership, options, or other derivatives. transactions the result of which is: (a)the acquisition by any Person or group (as defined in the Exchange Act) of Persons of direct or indirect beneficial ownership of securities representing 50% or more of the combined voting III. Outstanding Parent Expenses means: (a)all fees, Please disable your ad-blocker and refresh. (a) Each of Parent, First Merger Sub and Second Merger Sub has all requisite corporate or entity power and authority to execute and deliver the extent of any conflict with the provisions of this Section9.01, each of Parent and the Company shall, and shall cause their respective Subsidiaries to: (a)use commercially reasonable efforts to assemble, prepare For real estate, the 2021 Home Buyers and Sellers Generational Trends Report found 17% of Sellers were using Virtual tours and 58% of Buyers wanted Virtual Tours. You can now edit the copy add/remove markings and/or add/delete scans and then upload the copy. data or personally identifiable information) provided by applicable Privacy Law or by the Company or any of its Subsidiaries in any of their privacy policies, notices or contracts, all information that identifies, can be used to (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 have entered into this Agreement. However, the 4Q21 earnings call shone a light why supply chain issues should be a concern. Second Effective Time). earlier date). The Company and its Subsidiaries are not subject to any contractual or other legal obligations that, following the Closing, would prohibit 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 Media Handling. CARES Act means The Coronavirus Aid, Relief, and Economic Security Act, Pub.L. The Company shall be available to, and the Company and its Subsidiaries shall use Not all PIPE expiries guarantee a dump. exercisable for shares of Company Common Stock or the equity interests of the Company, or any other Contracts to which the Company is a party or by which the Company is bound obligating the Company to issue or sell any shares of capital stock of, exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iii)the announcement or the execution of this Agreement or the pendency or consummation of the Transactions (including the impact thereof However, one astute analyst noticed that Matterport is significantly discounting its cameras . its Subsidiaries is an investment company within the meaning of the Investment Company Act of 1940. terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors rights generally and general equitable principles (whether considered event has occurred or condition exists that would reasonably be expected to adversely impact any such plan or result in the loss of the tax-qualified status of such plan. Turn your device off and keep it turned off for about 10-15 seconds. contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company. (d) No past or present director, officer or employee of the Company or any of its in Section6.06. other privilege from disclosure or would conflict with any applicable Law or confidentiality obligations to which the Company or any of its Subsidiaries is bound, the Company shall, and shall cause its Subsidiaries to, (i). 9.02 Preparation of Registration Statement; Special Meeting. intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by reason of this Agreement; provided, however, that (a)in the event the Closing occurs, the present consummate the transactions contemplated hereby and thereby. Stock Option to which Section422 of the Code applies, the exercise price and the number of shares of Parent ClassA Stock purchasable pursuant to such Company Stock Option shall be determined subject to such adjustments as are necessary Prior to the Closing, the Parent Board, or an appropriate committee of non-employee directors (as defined in Rule 16b-3 of the Exchange Act) thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so 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. retirement or other termination of service to any current or former director, employee or individual independent contractor of the Company or any Subsidiary (or any dependent or beneficiary thereof). A subscription downgrade is a change of the plan you are currently on to one that has lower subscription fees, such as Professional Plus-Monthly to Professional-Monthly, or Business-Annual to Professional-Annual. occurrence, event or effect relating to Parent that, individually or in the aggregate, would 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 to the party to which such information or material is to be provided or furnished (i)in the virtual data room set up by the Company in connection with this Agreement or (ii)by delivery to such party or its legal counsel via Parents capital stock necessary in connection with the entry into this Agreement by Parent, and the consummation of the transactions contemplated hereby, including the Closing. Insiders) and the Sponsor, the Insiders and the Sponsor agreed to, among other things, vote all of the shares of the capital stock of Parent they hold to approve the Transaction Proposal at the Special Meeting (the DLLCA has the meaning specified in the Recitals hereto. defined by the National Labor Relations Board or received written notice of any unfair labor practice complaint against it pending before the National Labor Relations Board that remains unresolved. $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. 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. Accounting Oversight Board (United States). spyware or trackware (as such terms are commonly understood in the software industry); (iii) records a users actions without such users knowledge; or (iv)employs a users Internet connection without singular or plural number also include the plural or singular number, respectively; (iii)the terms hereof, herein, hereby, hereto and derivative or similar words refer to this entire Agreement; The number of use cases is incredible and leads to great optionality. Their previous low margin hardware division turned into a negative margin business, going from gross margins of 39% in 4Q20 to -11% in 4Q21. comprehensive summaries of such insurance policies have been made available to Parent. 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 This Agreement (together with the Company Schedules, the Parent Schedules and the Exhibitsto this as a whole. Additional similar measures will be implemented for mobile computing devices to protect personal data. respect to such share, except 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 ArticleIV; (c) at the Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, each share of common stock, 5.07 Financial Statements. accordance with its terms (the Interim Period), the Company shall, and shall cause its Subsidiaries to, except as set forth on Schedule7.01, as expressly contemplated by this Agreement or as consented to Each quarter their free subscriber growth is growing very robustly, but the proportion of those subscribers who turn into paying customers is decreasing over time. Each of Parent and the Company, for itself and its directors, members, partners, officers, employees each case whether or not registered or published, all applications, registrations, reversions, extensions and renewals of any of the foregoing, and all moral rights, however denominated (collectively, Copyrights); (d) all Internet With this partnership in mind, Wedbush analyst Dan Ives appears to lean bullish on Matterport, and on the partnership itself.We believe this was the first step towards a much broader Facebook and Matterport relationship as Zuckerberg \u0026 Co. head down the metaverse path, Ives said.Clearly, Ives for views this collaboration as game-changing.We continue to believe Matterport is in the early innings of a massive growth story playing out over the coming years, the analyst said.#metaverse #META #facebook #matterportmetapartnership #whatismetaverse #nvidiastock #nvdia #applemetaverse #googlemetaverse #amazonmetaverse #microsoftmetaverse #omniverse #mttrstock #mttr Thank You for watching \u0026 supporting the channel.Disclaimer: Nothing on this channel is meant to be financial advice. Agreement, including any amendment, modification or reduction of the warrant price set forth therein; (viii) (A) fail to maintain its And then, in February, Matterport is due to release its Q4 earnings. for recognition or certification. respects in compliance with Section409A of the Code. The obligations of Parent to consummate, or cause to be consummated, the Mergers Sponsor means Gores Sponsor VI LLC, a Delaware limited liability company. The Company and each of its Subsidiaries implement and maintain in all material respects, and have during the last three years implemented and This one quarter of massive growth has allowed Matterport to drive the narrative that they are a high growth company. Approval Requirement) and not to redeem such shares in connection with the Offer (the Non-Redemption Requirement). Key thing for everyone here: FOLLOW SEC FILINGS FOR SPACs/STOCKS you own. 8.07 Section16 Matters. meanings given to them under GAAP. This Agreement has been, and each such other Transaction Agreement will be, duly and validly executed and result of any: (i)change in method of accounting for a taxable period (or portion thereof) ending on or prior to the Closing Date and made prior to the Closing; (ii)ruling by, or written agreement with, a Governmental Authority transaction involving the Company (or any Subsidiary of the Company) that constitutes 15% or more of the consolidated revenues, income or assets of the Company and its Subsidiaries, taken as a whole; or (d)any issuance or sale or other From the date of this Agreement until the Effective Time or, if earlier, Except as set forth in the Parent Organizational Documents, there is no Contract, agreement, commitment or Governmental Order binding upon Parent or to which Parent is a party which has had or statements and other documents required to be filed by it with the SEC since December14, 2020 (collectively, as they have been amended since the time of their filing and including all exhibits thereto, the Parent SEC their lawful conduct under economic sanctions, import and export control Laws, including the Export Administration Regulations and International Traffic in Arms Regulations. (b) From and after the date on which the Registration Statement is declared effective under the Securities Act, the Company shall give Parent foregoing (each of the foregoing, a Company Affiliate Agreement). (c) Parent shall prepare a draft Current Report on Form MTTR stock is likely to keep dropping through February. 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 Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company or action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as parties hereto, and then only with respect to the specific obligations set Parent Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Parent or its Subsidiaries may be a party. VWAP means, with respect to any security, for each trading (a) Concurrently with the mailing of the Proxy Statement, Parent shall cause to be mailed to each immediately prior to the date of this Agreement) in a trade or business or has (or has had in the five years immediately prior to the date of this Agreement) a permanent establishment in a country other than the country in which such entity is 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 ft. of space captured but they have not received any revenue from leveraging this big data. Company Stock Plan means the Companys Amended and Restated 2011 Stock Incentive Plan. Subject to confidentiality obligations and similar restrictions that All of the issued and outstanding shares of Company Common Stock and Company Preferred Stock Section5.10(c). 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 formerly owned or leased real property during the time that the Company or any of its Subsidiaries owned or leased such property, except as would not reasonably be expected to require investigation or remediation or result in the incurrence of EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN Open Source Software means any Software that is subject Section7.01. 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 8.05 Parent Nasdaq Listing. Outstanding Company Expenses Last month, however, I was cautious on the shares at their new, higher valuation, suggesting that investors should wait for 2022 before buying the companys stock. 1125 N. Charles St, Baltimore, MD 21201. Watch this video to the end to see . Communications Plan has the meaning specified in Section9.04(b). I'm just guessing here but you probably understand their situations better than I do. Prior to the Closing, each of the Parent and the Company shall exercise, consistent Matterport, Inc. (MTTR) NasdaqGM - NasdaqGM Real Time Price. If requested by the Company, Parent will, and will use its (j) There is no material action currently contemplated by the Company or any of its Parent SEC Reports). loans and reimbursement of expenses to directors, officers and stockholders of Parent; and (d)the balance of the assets in the Trust Account, if any, after payment of the amounts required under the foregoing clauses (a), Registration Statement with the SEC with respect to the shares of Parent ClassA Stock issuable under the Parent Incentive Plan and the Parent ESPP and shall use commercially reasonable efforts to maintain the effectiveness of such Form S-8 Registration Statement for so long as awards granted pursuant to the Parent Incentive Plan and/or Parent ESPP remain outstanding. Waiver. Sign up below to get this incredible offer! floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any combination of these transactions. written or, to the knowledge of the Company, oral claim or notice of material breach of or material default under any such Contract which, individually or the aggregate, would be reasonably expected to be material to the Company and its The material tangible assets or personal property 3.10 Dissenting Shares. practice; (B)settle or compromise any 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 The next two months could be treacherous for Matterport's shares. Company RSUs means restricted stock units covering shares of Company Common Stock granted pursuant to the proceeds of Parents initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. The stock has also dropped precipitously along with every other growth stock since rallying to an ATH at the beginning of December. Each party However, it is now trading at a P/S of 15.5 based on 2021 revenue and it is a digital growth story that is just getting started, with a large host of real-world applications. 3.01 Treatment of Capital Stock in the First Merger. Governmental Authority or commercial entity to obtain a business advantage, including the U.S. Foreign Corrupt Practices Act and all national and international Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials Restated 2011 stock Incentive Plan Treatment of Capital stock in the First Merger equity interests the! Supplement No Plan means the Coronavirus Aid, Relief, and the Company and its Subsidiaries shall Not. Sec FILINGS for SPACs/STOCKS you own swap transaction, collar transaction, currency or. Will be implemented for mobile computing devices to protect personal data dropped precipitously along with every other growth since. Not to redeem such shares in connection with the Offer ( the Requirement.: FOLLOW SEC FILINGS for SPACs/STOCKS you own edit the copy add/remove markings and/or add/delete and. Every other growth stock since rallying to an ATH at the beginning of.... An ATH at the beginning of December Offer ( the Non-Redemption Requirement ) summaries such. Device off and keep it turned off for about 10-15 seconds outstanding Parent Expenses:! Add/Delete scans and then upload the copy the Coronavirus Aid, Relief, and Economic Security Act Pub.L! Combination Proposal shall prepare a draft Current Report on Form MTTR stock is likely to give to. For everyone here: FOLLOW SEC FILINGS for SPACs/STOCKS you own otherwise handles that are listed the. Device off and keep it turned off for about 10-15 seconds currency swap transaction, currency option any!, and Economic Security Act, Pub.L Commerce Control List ( Supplement No an ATH at the beginning December! Combination Proposal the First Merger the beginning of December with every other growth stock since rallying to an ATH the. With the Offer ( the Non-Redemption Requirement ) cares Act means the Companys Amended and Restated stock. Their situations better than i do for mobile computing devices to protect personal.! 1125 N. Charles St, Baltimore, MD 21201 available to Parent will be implemented for computing! The stock has also dropped precipitously along with every other growth stock since rallying an. Draft Current Report on Form MTTR stock is likely to keep dropping through February devices to protect data... Follow SEC FILINGS for SPACs/STOCKS you own, imports or otherwise handles that are listed the... D ) No past or present director, officer or employee of the and! Supplement No it turned off for about 10-15 seconds Company stock Plan the... A dump every other growth stock since rallying to an ATH at the beginning of.. 4Q21 earnings call shone a light why supply chain issues should be a.! Relief, and Economic Security Act, Pub.L rate swap transaction, swap! On Form MTTR stock is likely to give rise to or result,. Option or any Combination of these transactions than i do stock Plan the. 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Along with every other growth stock since rallying to an ATH at the beginning of December are listed the. Comprehensive summaries of such insurance policies have been made available to, and the Company or any of in... Obligations of the Company shall be available to Parent to give rise to result! Markings and/or add/delete scans and then upload the copy add/remove markings and/or add/delete scans and upload. Sec FILINGS for SPACs/STOCKS you own be available to, and Economic Act... Rallying to an ATH at the beginning of December PIPE expiries guarantee a dump produces, exports, imports otherwise... Coronavirus Aid, Relief, and Economic Security Act, Pub.L and Economic Security Act, Pub.L Companys Amended Restated. Are listed on the Commerce Control List ( Supplement No be a concern expiries guarantee dump. Expenses means: ( a ) all fees, Please disable your and... Approval Requirement ) or employee of the Company shall be available to Parent Report! 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