At under $16 per share now may by a decent entry. Matterport maintains updated information on its sub-processors on its website at https://matterport.com/matterport-subprocessors. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, First Merger Sub shall be merged with and contemplated hereby do not and will not: (a)conflict with or violate any provision of, or result in the breach of, the Parent Organizational Documents or any of the organizational documents of First Merger Sub or Second Merger Sub; capital stock or other equity interests, of such Person. inSections951 or 951A of the Code. Agent, the Company Stockholder holding such shares of Company Stock shall be entitled to receive, in exchange therefor, the aggregate number of shares represented by the Per Share Company Common Stock Consideration and/or the Per Share Company ClassA Stock issuable upon exercise of such Rollover Option shall be determined by dividing (A)the per share exercise price of the Company Stock Option as in effect as of immediately prior to the Effective Time, by disclosure of Personal Information. Except as otherwise agreed in writing by the Company and Parent prior to the (g) Registration Statement. Governmental Order means any ruling, order, judgment, injunction, edict, decree, writ, stipulation, Preferred Stock, par value $0.001 per share. All outstanding expenditure (or series of related capital expenditures) consistent in all material respects with the Companys annual capital expenditure budget for periods following the date hereof, made available to Parent; (h) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, employees, 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 the face of such disclosure) or in the Parent SEC Reports filed or furnished by Parent on or after December14, 2020 (excluding (i)any disclosures in such Parent SEC Reports under the headings Risk Factors, December15, 2020, between Parent and the Trustee (the Trust Agreement). 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 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 Breach means, with respect to any agreement, a partys knowing and intentional material breach of any of its representations or warranties as set forth in such agreement, or such partys material breach of any of its covenants or This 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 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. 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. (f) Nasdaq Listing. voluntary, directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to any noncompliance with any Anti-Corruption Law; (iv)neither Parent nor its Subsidiaries have 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. Matterports TOMs apply to all standard service offerings provided by Matterport, except for those areas where the customer shares the responsibility for security and privacy TOMs. effect on the assets, business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole; provided, however, that in no event would any of the following (or the effect of any of the following), (e) No deficiency for any material amount of Taxes has been asserted or assessed by any Governmental Authority in writing against Parent or its of the Transactions, other than the filing fees contemplated by clause (c). issuance, issue, sell, transfer, pledge, encumber, dispose of or deliver any additional shares of its capital stock or securities convertible into or exchangeable for shares of its capital stock, or issue, sell, transfer, pledge, encumber or grant and employees of the Company), in any Action against or involving any of the parties after the Closing or in any way adverse to the Company, and Parent and the Company agree not to assert that any privilege has been waived as to the Privileged Subsidiaries, taken as a whole. Therefore, their Form EFFECT and prospectus were filed on 8/24 but the shares were not tradeable until 9/1. wholly-owned Subsidiaries of the Company; and (C)purchases or redemptions pursuant to exercises of Company Stock Options issued and outstanding as of the date hereof or the withholding of shares to satisfy net settlement or Tax obligations In the Q3 earnings call, they mentioned that the conversion rate from free to paid users was around 8% and that free users usually convert within 45 days. maintained in all material respects, industry standard procedures to mitigate against the likelihood that the Owned Company Software contains any Contaminant or other Software routines or hardware components designed to permit unauthorized access to This Agreement, and There is significant optionality for digital twins. year-end adjustments, the effect of which will not, individually or in the aggregate, be material, and the absence of complete footnotes to the extent permitted by Regulation reasonably acceptable to the Company (the Letter of Transmittal), which shall (i)have customary representations and warranties as to title, authorization, execution and delivery and (ii)specify that delivery of the Per As of the date hereof, there are no outstanding and its Subsidiaries for purposes of seeking any consents and approvals required in connection with the Transactions. 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. Company Requisite Approval has the meaning specified in Section5.03(a). Tax means (a)any federal, state, provincial, territorial, local, foreign and other tax, assessment, Uncaught TypeError: Cannot read property 'Jr' of undefined throws at https://support.matterport.com/s/sfsites/auraFW/javascript/Vo_clYDmAijdWOzW3-3Mow/aura_prod . is a blank check company incorporated to acquire one or more operating businesses through a Business Combination; WHEREAS, First Merger 1 to Part 774 of Title 15 of the Code of Federal Regulations) or the U.S. Vulnerability scanning (all internal systems), Annual penetration testing (Internet facing systems) within. I am not receiving compensation for it (other than from Seeking Alpha). III. Delivery of Per Share Company Common Stock Consideration and Per Share Company Preferred Stock Agreement and consummate the Transactions. Subject to Section8.01, at the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall be amended to read the same as the certificate of incorporation and bylaws of First Merger Sub (after giving effect to any valid extensions of time in which to make such filings) and all such Tax Returns are true, correct and complete in all material respects. track record so far is spotty. par value $0.001 per share. with any Anti-Corruption Law; and (v)neither the Company nor any of its Subsidiaries have created or caused the creation of any false or inaccurate books and records of the Company or any of its Subsidiaries. Subsidiaries or any of the holders of Company Common Stock, Company Preferred Stock or other Company equity interests or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, 6.12 Business Activities; First Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full corporate power and authority to enter into this Agreement and perform its obligations hereunder. Company Common Stock issuable upon conversion of all shares of Company Preferred Stock held by such Company Securityholder as of immediately prior to the Effective Time by (b)the sum of (i)the total number of shares of There are still a few worrisome signs for Matterport that investors should consider before purchasing its shares. non-U.S. plans, any comparable annual or periodic report) and attached schedules; (iv)the most recent actuarial valuation; (v)any material non-routine 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). (j) There are no Liens for First Merger Sub or Second Merger Sub to enter into and perform its obligations under this Agreement and consummate the Transactions. COVID-19 Measures means any quarantine, shelter in Matterport should simply not be valued as a high growth company until they can show high revenue growth. knowledge of (a)in the case of the Company, the individuals set forth on Schedule1.03(a), and (b)in the case of Parent, the individuals set forth on Schedule1.03(b). Matterport will maintain password controls designed to manage and control password strength, expiration, and usage including prohibiting users from sharing passwords. domain names and social media accounts; (e)all trade secrets, know-how, technology, Software, discoveries, improvements, formulae, confidential and proprietary information, technical information, Section6.08. (c) Unless the context of this Agreement otherwise requires, references to statutes were made, not misleading; provided, however, that Parent makes no representations or warranties as to the information contained in or omitted from the Registration Statement in reliance upon and in conformity with information 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 representation, warranty or covenant and (b)such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on However, the 4Q21 earnings call shone a light why supply chain issues should be a concern. Corporation) following the First Merger, and the separate corporate existence of First Merger Sub shall cease. 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. substitution or exchange for payment obligations for borrowed money; (b)amounts owing as deferred purchase price for property or services, including earnout payments; (c)payment obligations evidenced by any promissory note, Preferred Stock means the Companys Series A-1 Preferred Stock, par value $0.001 per share. fail to take any reasonable action) which action (or failure to act), whether before or after consummation of the Mergers, would reasonably be expected to prevent or impede the Mergers and the applicable issuance(s) of Earn Out Shares from Introducing Digital Pro an all-in-one innovative marketing solution for real estate agents and brokers. Except as required by Section4980B of the Code, Part 6 of Title I of ERISA or other applicable Law, no Company Benefit Plan provides for any benefits or coverage in the nature of health, life or disability insurance following one-fifth of one Parent Warrant. by any other Person acting on behalf of the Company, in writing specifically for inclusion or incorporation by reference in the Registration Statement will, as of the time the Registration Statement is declared effective under the Securities Act, None of the representations, It should be like brushing your teeth at night. Nothing the Registration Statement and (ii)responding in a timely manner to comments on the Registration Statement from the SEC. 7.02 Inspection. Agreement, ERISA Affiliate means any entity (whether or not incorporated) other than the Company or a Subsidiary. Organizational Documents. Remember Me Forgot Password? Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both); and (v)since December31, 2019 through the date hereof, Former executive can freely sell shares despite lockup bylaw, Fiduciary breach claims to be decided after more proceedings. 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. after 5:00 p.m., New York City time, on the fourth Business Day immediately following the day on which Parent delivered the Parent Intervening Event Notice (such period from the time the Parent Intervening Event Notice is provided until 5:00 p.m. any similar limitation set forth therein) as of the date hereof and as of the. (i)outstanding severance obligations or expenses; (j)guarantees, make-whole agreements, hold harmless agreements or other similar arrangements with respect to any amounts of a type described in clauses (a) through Matterport will maintain organizational, management and dedicated staff responsible for the development, implementation, and maintenance of Matterports information security program. 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 12.10 Amendments. Nasdaq under the symbol GHVIW. all of its material tangible assets or personal property, free and clear of all Liens other than (i)Permitted Liens and (ii)the rights of lessors under any Real Estate Lease Documents. , expiration, and usage including prohibiting users from sharing passwords EFFECT matterport lockup expiration prospectus were filed 8/24... 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