Per Share Company Common Stock Consideration means, with (i) Neither the Company nor As is often the case for names with emerging, new technologies, MTTR stock has been a roller coaster this year. effect, by consent decree, hold separate order or otherwise (1)the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, Without limiting the foregoing, Parent and the Company shall: (i)promptly inform the other of any communication to or 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 Approval, shall be delivered to Parent on behalf of the Company Stockholders. Company pursuant to the First Merger, with the Company surviving as the Surviving Corporation, and (b)immediately following the First Merger and as part of the same overall transaction as the First Merger, the Surviving Corporation is to merge Special Meeting (subject to any adjournment or recess of the meeting); (e) by written notice from the Company to Parent prior to obtaining picketing, hand-billing or work stoppages against or affecting the Company or its Subsidiaries and, to the knowledge of the Company, none is currently threatened, except for those which would not, individually or in the aggregate, reasonably be Only 13% of the Fortune 1000 are Matterport customers. (b) and (c), to be disbursed to Parent. Rollover RSUs has the meaning set forth in Section3.06(b). 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 A manufacturing engineer can diagnose and solve assembly line issues by virtually viewing the factory floor while connected IoT modules give real-time throughput numbers, temperature readings, and any other data she needs to solve issues. There has been no prohibited transaction within the meaning of Section4975 of the Code or Section406 of ERISA that is not exempt under Section408 Section8.08(d), which indemnification agreements shall continue to be effective following the Closing. Matterport will be a leader in the virtual building of the metaverse. Parent shall, 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 Each of Parent and the Company (v)the breach of, or creation on behalf of any Person of the right to terminate or modify any Contract relating to any Owned Intellectual Property or Licensed Intellectual Property. Matterport Inc.'s former CEO can freely sell his shares in the 3D technology maker, which went public through a blank-check merger in July, a Delaware judge ruled Monday, rejecting the company's attempt to enforce a post-deal stock lockup bylaw against him. aggregate issuance of 3,910,000 Earn Out Shares; (iv) upon the occurrence of Triggering Event IV, a Another aspect that isnt unique to SPACs, as it happens with most IPOs, but is still a feature of recently public companies is what is referred to as lockup expiration. oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries relating to the transactions contemplated hereby. Each Company Stock Option intended to qualify as an 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 Auditing and Logging. 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; to or licensed, provided or distributed under any license meeting the Open Source Definition (as promulgated by the Open Source Initiative as of the date of this Agreement) or the Free Software Definition (as promulgated by the Free Software prior to the Effective Time and Second Effective Time, as applicable, except as contemplated by this Agreement or the other Transaction Agreements, will have no, assets, liabilities or obligations of any kind or nature whatsoever other than those Press J to jump to the feed. on Parent, First Merger Sub and Second Merger Sub, taken as a whole, or a material adverse effect on Parents First Merger Subs and Second Merger Subs ability to consummate the Transactions, including the Mergers. addition to any other remedy to which they are entitled under this Agreement, and (b)the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would stockholders; or. Transmittal has the meaning specified in Section3.04(a). entitling the holder to purchase one share of Parent ClassA Stock. acquire, or offer to repurchase, redeem or otherwise acquire, any shares of its capital stock or other equity interests, except for: (A)the acquisition by the Company or any of its Subsidiaries of any shares of capital stock, membership Authority, on the other hand, in each case, with respect to this Agreement and the Transactions. The Chancery Court is located in Georgetown, Del. Company and the Parent and Merger Sub Representations made by Parent, First Merger Sub and Second Merger Sub, none of the parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to Share), and the Company Securityholders shall be eligible to participate in such Change of Control. 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 6.12 Business Activities; (e) Company Stockholder Approval. (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 such shares of Company Stock, if and to the extent such shares are certificated), duly, completely and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Exchange Section9.02(c). representative of Parent or its Subsidiaries, in each case, acting on behalf of Parent or its Subsidiaries, in violation of any applicable Anti-Corruption Law; (ii)neither Parent nor its Subsidiaries have been convicted of violating any There is no material liability, debt or obligation against the Company or any of its Subsidiaries that would be required to be set forth or reserved for on a balance sheet of the Company and its Subsidiaries (and the notes thereto), Its not its a feature that once you learns understand it can become another catalyst that can help you make money. other agreements set forth in such agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the knowledge that the taking of such act or failure to take such act would cause a 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. Sub and Second Merger Sub are newly formed, wholly owned, direct subsidiaries of Parent, and were formed for the sole purpose of the Mergers; WHEREAS, pursuant to the terms and subject to the conditions hereof, at the Closing, (a)First Merger Sub is to merge with and into the The Company further accordance with the General Corporation Law of the State of Delaware (the DGCL) and the Limited Liability Company Act of the State of Delaware (the DLLCA), as applicable; WHEREAS, prior to or contemporaneously with the execution and delivery of this Agreement, in connection with the Transactions, Parent and WARN means the federal Worker Adjustment and Retraining Notification Act and any similar state or local The captions in this Agreement are for convenience only and shall not be considered a part of or affect Claim means any demand, claim, action, legal, judicial or administrative proceeding (i) For U.S. federal income tax purposes, Parent has, since its formation, been treated as a corporation that is a United States person. Parent, the Surviving Entity or any of their respective Subsidiaries from receiving, accessing, storing or using Personal Information in the manner in which the Company and its Subsidiaries received, accessed, stored and used such Personal Section6.08. class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby. of any provision of or the loss of any benefit under, constitute a default (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, 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 Section9.02, if on a date for which the Special Meeting is scheduled, Parent has not received proxies representing a sufficient number of shares of Parent ClassA Stock to obtain the Parent Stockholder Approval, Company Requisite Approval has the meaning specified in Section5.03(a). Between 3Q20 and 4Q20, they added 51k new members and 4k new paid subscribers, for a conversion rate of 7.8%. 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 Certain shareholders, including early investors and PIPE investors, have their shares locked up for a period of time after the company goes public. other business entity of which: (a)if a corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees I have no business relationship with any company whose stock is mentioned in this article. Additional Proposal has the meaning specified in Section9.02(c). of Company Common Stock covered by such Company Equity Award, the cash exercise price per share of such Company Equity Award (if applicable) and the applicable expiration date. is not an appropriate remedy for any reason at Law or equity. applicable) that causes such Earn Out Shares to become issuable. income tax purposes. individually, with respect to all sales or purchases thereunder, in excess of $200,000 or, together with all related Contracts, in excess of $500,000, in each case, other than sales or purchases in the ordinary course of business consistent with (l) The Company has not been at any time during the five-year period ending on the Closing Date, a United 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 OF PARENT, FIRST MERGER SUB AND SECOND MERGER SUB. The recipient logs in using the link in the email. Matterport shall ensure password hardening standards are in place that align with accepted industry security frameworks to ensure sufficient controls. 13. No loans or advances from the Company or any of its Subsidiaries are outstanding to any officer or director. Neither the Company nor any of its Subsidiaries have received any written Another example is when the PIPE unlocks simultaneously with the business combination. Those three factors were warrants being redeemed, unlocking of PIPE shares, and a macroeconomic shift away from growth companies in a rising rate environment. Second Mergers are subject to the satisfaction of the following conditions, any one or more of which may be waived (if legally permitted) in writing by all of such parties: (a) Antitrust Law Approval. term of any employment agreement, nondisclosure agreement, non-competition agreement, restrictive covenant or other obligation to the Company or any of its Subsidiaries. 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 Property free and clear of all Liens (other than Permitted Liens). directors, officers, employees, consultants and independent contractors of the Company or any of its Subsidiaries who has been or are engaged in creating or developing for or on behalf of the Company or any of its Subsidiaries any Intellectual and validly issued and are fully paid and nonassessable; (2)were issued in compliance in all material respects with applicable Law; (3)were not issued in breach or violation of any purchase option, call option, right of first refusal, this Agreement to be executed and delivered as of the date first written above by their respective officers thereunto duly authorized. Because Brown wasnt given stock in the combined company until he executed letters of transmittal months after the transaction, those shares werent covered by the bylaw, the judge said. 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; (b) at the Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, each share of Company (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 applicable Laws respecting terms and conditions of employment, employee classification (including the classification of employees and independent contractors and the classification of exempt and non-exempt Promptly after the Registration Statement is 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. Neither the Company nor any of its Subsidiaries are party to or bound by any labor agreement, collective bargaining agreement or any other labor-related agreements or arrangements with any labor union, labor organization or works council, and no 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 To the knowledge of the Company, no Person other than the Company and its Subsidiaries is in possession of, or has rights to possess, any source code or related (b) To the knowledge of the Company, there has been no release of, or exposure of any Person to, any Hazardous Materials at, in, on or under (d) Parent A&R Charter. Matterport is the same core business it was when it ran into the 30s a few months ago. licensed or qualified and in good standing as a foreign corporation in all jurisdictions in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so (iii) Each of the Company Representations (other than the Company Representations described in Sections 10.02(a)(i) and (ii)) There are no outstanding bonds, debentures, notes or other whether or not a quorum is present, Parent shall have the right to make one or more successive postponements or adjournments of the Special Meeting; (it being understood that, in the event of any postponement or adjournment pursuant to the Section2.01(b). 6.15 Parent Listing. be amended and restated in the form of the Parent A&R Charter. Preferred Stock, voting together as a single class on an as-converted basis, and (ii)a majority of the voting power of the outstanding shares of Company Stock, voting together as a single class on an as-converted basis (the majorities described in clauses (i) and (ii), together the Company Requisite Approval)), to perform its obligations hereunder and thereunder and to Section9.06(a). consummate the transactions contemplated hereby and thereby. 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. of a final, non-appealable Governmental Order or a statute, rule or regulation; provided, however, that the right to terminate this Agreement under Section11.01(b)(ii) election has been made or will be made to treat Second Merger Sub as a corporation for income Tax purposes. Customer Support does not have the ability to restore deleted spaces. 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 A lot of the drop is down to a confluence of dilution and macroeconomic changes, but it would not have fallen this far without a subpar earnings report. Matterport will incorporate Privacy by Design principles for systems and enhancements at the earliest stage of development as well as educate all employees on security and privacy annually. of the Company or any of its Subsidiaries, except, in the case of clauses (b), (c) or (d) above, for such violations, conflicts, breaches or defaults which would not, individually or in the aggregate, reasonably This infrastructure is composed of the hardware, software, networking, and facilities that run the cloud-based Services. any of its Subsidiaries have any liability for the Taxes of any Person (other than the Company or any of its Subsidiaries) under Treasury Regulations Section1.1502-6 (or any similar provision of state, described herein or included in Company Schedules or the Parent Schedules is or is not material for purposes of this Agreement. Stock, Company RSU (vested or unvested) or Company Stock Option (vested or unvested). Company has the meaning specified in the Preamble hereto. outstanding contractual obligations of the Companys Subsidiaries to repurchase, redeem or otherwise acquire any securities or equity interests of the Companys Subsidiaries. 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 would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent or any acquisition of property by Parent or the conduct of business by Parent as currently conducted or as contemplated to be conducted specified in Section5.25. Stockholder Written Consent have been taken in compliance with applicable Law in the State of Delaware. 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