Threat and Vulnerability Management. 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 (Source: Q3 and Q4 earnings reports). Company Equity Awards means the Company Stock Options As of the date hereof, other than with respect to the Company Equity Awards, there are (A)no subscriptions, are being contested in good faith through appropriate Actions and only to the extent appropriate reserves have been established in accordance with GAAP; (d)non-monetary Liens, encumbrances and Accordingly, effective as of the Effective Time: (i)each such Rollover Option shall be exercisable solely for shares of Parent ClassA Stock; (ii)the number of shares of Parent definitions of Triggering Event I, Triggering Event II, Triggering Event III, Triggering Event IV, Triggering Event V and Triggering Event VI, and inclauses (i),(ii),(iii), These numbers throw up a number of red flags. shall the Company Securityholders be entitled to receive more than 23,460,000 Earn Out Shares. 5.23 Affiliate Agreements. I do not have the bandwidth to continually monitor every company I buy, so I try to look for management I can trust and depend on for many years.I hold both an MBA and a BS in engineering.Professionally:My interest in business started at a young age. 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. No Open Source Company Stock Plan means the Companys Amended and Restated 2011 Stock Incentive Plan. 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. An impressive number but only created from the highly favorable comparable of Q1 2020. Section10.02(b) have been fulfilled. Sanctioned Person means at any time any Person: (a)listed on any sanctions-related list of designated Authority or subcontract thereto or customary non-disclosure agreements, which restricts in any material respect or contains any material limitations on the ability of the Company or any of its Subsidiaries to Any Earn Out Shares that are forfeited pursuant to the preceding sentence shall be reallocated to the other Company Securityholders who remain entitled to receive Earn Out Shares in one-fifth of one Parent Warrant. existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business Controls are implemented to detect and remediate workstation compliance deviations. 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 The next two months could be treacherous for Matterports shares. any applicable foreign jurisdiction) relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, disposal, destruction, disclosure, transfer (including cross-border) or security of Personal Information, and all Investors should also prepare for the end of lock-up and share dilution that will put downward pressure on an inflated stock price. The Owned Intellectual Property and such Licensed Intellectual Property collectively constitute all Intellectual Property used in, and necessary and sufficient for, the conduct and Does anyone know of a resource that lists all de-SPACs with PIPE lockup expiration? There are risk factors and reaching their full potential will require great execution, and so far the execution is lacking. Liabilities. employee, director or individual independent contractor) to Parent or one of its Subsidiaries through the date of the occurrence of the corresponding Triggering Event (or Acceleration Event, if Stockholders right to appraisal under Section262 of the DGCL (or other applicable Law), then such Company Stockholders Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into and shall be Parent SEC Reports). matter in the Company Schedules or the Parent Schedules, where a representation or warranty of the Company or Parent, as applicable, is limited or qualified by the materiality of the matters to They have a proven subscription base in the real estate industry and a lot of future verticals to capitalize on. Vulnerability scanning (all internal systems), Annual penetration testing (Internet facing systems) within. Section5.22(a). opportunity to its stockholders to have their Parent ClassA Stock redeemed for the consideration, and on the terms and subject to the conditions and limitations, set forth in this Agreement, the Parent Organizational Documents, the Trust Parent and the Company will each promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any Learn More. and its Subsidiaries for purposes of seeking any consents and approvals required in connection with the Transactions. (c) Officers Certificate. (f) Notwithstanding the foregoing provisions of this Subsidiaries are not party to any stockholders agreement, voting agreement or registration rights agreement relating to the equity interests of the Companys Subsidiaries. Parent Stockholder Approval has the meaning specified in Section6.02(b). other parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b)the Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the transactions Second Merger Sub or any acquisition of property by First Merger Sub or Second Merger Sub or the conduct of business by First Merger Sub or Second Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such Section7.01 if such action had been taken after the date hereof and (B)would reasonably be considered to be material to the Company and its Subsidiaries, taken as a whole, other than such actions taken in the (i) The Company and its Subsidiaries are in compliance in all material respects with all COVID-19 So is it time to pull the trigger on MTTR stock? (f) Except as would not, individually or in the aggregate, reasonably be expected to be Organizational Documents. I've gone through a lot of s-1s trying to figure this shit out. required to be delivered to Continental pursuant to the Trust Agreement to be so delivered, for the following: (a)the redemption of any shares of Parent ClassA Stock in connection with the Offer; (b)the payment of the Outstanding Real estate is cyclical by nature, and Matterport is overly dependent on the number of listings that are on the market at any one time from their big real estate clients (Redfin and Keller Williams, among others). The Company and its Subsidiaries have implemented reasonable disaster recovery and business continuity plans to safeguard the data and Personal Information in their possession or control. The captions in this Agreement are for convenience only and shall not be considered a part of or affect Registered Intellectual Property is subsisting and, to the knowledge of the Company, all issuances and registrations included in the Company Registered Intellectual Property are valid and enforceable in accordance with applicable Law. contained in this Agreement shall give the Company, directly or indirectly, any right to control or direct the operations of Parent or its Subsidiaries at any time. The Required Parent Stockholder Approval shall have been obtained. that the acquisition of Parent ClassA Stock pursuant to this Agreement and the other agreements contemplated hereby, by any person owning securities of the Company who is expected to become a director or officer (as defined under Rule 16a-1(f) under the Exchange Act) of Parent following the Closing shall be an exempt transaction for purposes of Section16(b) of the Exchange Act pursuant to Rule 16b-3 Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company or Treasury Regulations means the regulations promulgated under the Code. Stock Consideration and rounding the resulting number to the nearest whole number of shares of Parent ClassA Stock and (ii)the right to receive a number of Earn Out Shares in accordance with ArticleIV. Matterport will follow documented incident response procedures to comply with applicable laws and regulations including data breach notification to any Data Controller, without undue delay, but in any event within forty-eight (48) hours, after Matterports validation of a personal data breach known or reasonably suspected to affect customers personal data. The inclusion of any item in the Company Schedules or the Parent Schedules shall not be deemed to constitute an 12.07 Captions; Counterparts. writing and shall be deemed to have been duly given: (a)when delivered in person; (b)when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid; withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Parent Board Recommendation (a Parent Change in Recommendation). Second, the conversion rate is poor. Subsidiaries, taken as a whole. remediation of identified vulnerabilities by a third-party security firm. Matterport is not yet free-cash-flow positive, not close to net profitable, and trades at a high revenue multiple with a better entry point likely in the future. Without limiting any covenant contained in ArticleVII or [Signature Page to Agreement and Plan of Merger], [Signature Page 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 In Q4, it "sits right at about 66%". current or former director, manager or officer, as the case may be, of the Company, Parent and their respective Subsidiaries (each, together with such persons heirs, executors or administrators, a D&O Indemnified Party) 116136 (03/27/2020), The core of the growth proposition is no longer on the hardware side, but on the data and visualization side of the business. dispositions of obsolete or worthless assets and other than in the ordinary course of business consistent with past practice; (e) other by (B)the Per Share Company Common Stock Consideration, and then rounding the resulting number down to the nearest whole number of shares of Parent ClassA Stock; and (iii)the per share exercise price for the Parent the U.S. federal courts, the U.S. District Court for the District of Delaware, and each of the parties irrevocably submits to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to (f) by Parent, if the Stockholder Written Consent containing the Company Requisite Approval shall not have been duly or enter into any agreement that restricts the ability of the Company or its Subsidiaries to enter a new line of business; (k) acquire any fee interest in real property; (l) enter into, renew or amend in any material respect any Company Affiliate Agreement; (m) waive, release, compromise, settle or satisfy any pending or threatened Action or compromise or settle any liability, other than in the As I highlighted in my previous article, Matterport has been making some adjustments to its business model. of its obligations hereunder. Privileged Communications has the meaning specified in Subsidiaries. (b) At a meeting duly called and held, the Company Board has unanimously: stockholders; or. 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 (f) Nasdaq Listing. All outstanding Additional disclosure: The information contained in this article is for informational purposes only. condition exists that would reasonably be expected to result in any liability of the Company or any of its Subsidiaries to any plan set forth in subclauses (i) through (ii) of the preceding sentence. to such termination. Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full limited liability company power and authority to enter into this Agreement and perform its obligations The Parent SEC Reports were, and the Additional Parent SEC Reports will be, prepared in accordance with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may Merger), such Second Merger to be consummated immediately upon filing of the Second Certificate of Merger or at such later time as may be agreed by Parent and the Company in writing and specified in the Second Certificate of Merger (the Parent Board means the board of directors of Parent. (h) To the knowledge of the Company, no employee of the Company or any of its Subsidiaries is, in any material respect, in violation of any Second Merger Sub has the meaning specified in the Preamble Subsidiaries have remediated all critical vulnerabilities identified in the audits and testing conducted to date. 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. Parent, First Merger Sub and Second Merger Sub (and their respective Affiliates, if applicable) shall not, They have to monetize their technology, and right now it just isn't happening. Notwithstanding the foregoing provisions of this Plan. Matterport maintains updated information on its sub-processors on its website at https://matterport.com/matterport-subprocessors. There are no options or warrants convertible into or exchangeable or exercisable for the equity the meaning specified in Section2.04(b). Matterport will assess risks related to processing of personal data and create an action plan to mitigate identified risks. Subsidiaries not to, amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party, in each case, except (f) To the knowledge of Parent, as of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SEC Customer Support does not have the ability to restore deleted spaces. (including any closing agreement pursuant to Section7121 of the Code or any similar provision of Tax Law) issued or executed prior to the Closing; (iii)installment sale or open transaction disposition made prior to the Closing; or (c) There is no liability, debt or obligation against Parent or its Subsidiaries, except for 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. December15, 2020 in the ordinary course of the operation of business of Parent (other than any such liabilities as are not and would not be, in the aggregate, material to Parent and its Subsidiaries, taken as a whole); or (iv)disclosed (d)documentation relating to any of the foregoing, including user manuals and other training documentation. Release has the meaning specified in Section9.03(c). number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Stock, will be appropriately adjusted to provide to the holders of such shares the same economic effect as contemplated by this its Subsidiaries are not, and at no time have been, party to any Contract with any other Person that would require payments by Parent or any of its Subsidiaries in excess of $25,000 monthly or $250,000 in the aggregate. Additional Proposal has the meaning specified in Section9.02(c). Each of Parent and the Company, for itself and its directors, members, partners, officers, employees Company Closing Certificate, respectively. 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. 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