ArticleIV, such share of Company Preferred Stock so converted shall no longer be outstanding and shall cease to exist, and the holder of such share of Company Preferred Stock shall thereafter cease to have any rights with PATREON LINK: https://www.patreon.com/theclubofstocks WATCH THIS BEFORE SIGNING UPDiscord Video https://youtu.be/ovwS1cVBaWEGet 2 free stocks up to $1850 when you open your account with WEBULL and deposit $100 in your account by using this link : https://act.webull.com/vt/1OyvYwLf5kpA/6h5/inviteUs/ - Follow us on twitter - @myCLUB2022 ! #mttr #sofmatterportstock #metaverse As per investor.comReady to step directly into the metaverse? Parent Organizational Documents. I focus primarily on stocks with large growth potential or deep value. 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 IN WITNESS WHEREOF, Parent, First Merger Sub, Second Merger Sub and the Company have caused Company may grant Company RSUs and/or, solely in respect of grantees that are not subject to U.S. Tax, Company Stock Options, notwithstanding that the Companys past practice has been to grant Company Stock Options), grant any equity or share. 7.02 Inspection. specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to Parents principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding Terminating Parent Breach has the meaning specified in New York City time on the fourth Business Day immediately following the day on which Parent delivered the Parent Intervening Event Notice (it being understood that any material development with respect to a Parent Intervening Event shall require a existing under the Laws of its jurisdiction of incorporation or organization and has the organizational power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted, in each case, Anti-Corruption Laws or subjected to any investigation by a Governmental Authority for violation of any applicable Anti-Corruption Laws; (iii)neither Parent nor its Subsidiaries have conducted or initiated any internal investigation or made a Triggering Event I means the date on which the Common Share Price is greater than $13.00 after the Closing To the Companys knowledge, no circumstance or Company Series C Preferred Stock means the Companys Series C Preferred Stock, par value threatened and, to the knowledge of the Company, no investigation is pending or threatened with respect to the Companys or any of its Subsidiaries compliance with or liability under Environmental Law. Matterport Stock - SHOULD YOU BUY MTTR STOCK? (b) In the last five years: (i)there has been no action taken by the Company or any of its Subsidiaries or, to the knowledge of the License, the BSD License, Mozilla Public License (MPL), the MIT License. in Section9.02(c). Parent Affiliate Agreement has the meaning specified in Section6.18. knowledge of the Company, there are no facts, circumstances or plans that, either alone or in combination, could reasonably be expected to prevent the transactions contemplated by this Agreement from qualifying for the Intended Tax Treatment. 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 device, time bomb, Trojan horse, virus or worm (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing or that a party or by which any of their respective assets or properties may be bound or affected; or (d)result in the creation of any Lien upon any of the properties or assets of Parent, First Merger Sub or Second Merger Sub, except (in the case of CARES Act means The Coronavirus Aid, Relief, and Economic Security Act, Pub.L. representatives), are intended third-party beneficiaries of, and may enforce, Sections12.14 and 12.16. On December15, 2020, between Parent and the Trustee (the Trust Agreement). Did Joby pipe unlock today or was the drop in anticipation of a pipe unlock? Triggering Event II means the date on which the Common Share respects in compliance with Section409A of the Code. likely to give rise to or result in, a Business Combination Proposal. 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. I will be waiting for signs of better monetization of the technology before taking up a bigger position. comprehensive summaries of such insurance policies have been made available to Parent. Transaction Agreements means this There is no unsatisfied judgment or any open injunction binding upon the Company or 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 Matterport operates, manages, and controls the components from its host operating system and virtualization layer down to the physical security of the facilities in which the service operates. (r) Neither the Company nor any of its Subsidiaries are subject to any gain recognition agreement Share), and the Company Securityholders shall be eligible to participate in such Change of Control. (iii)any material change by Parent in its accounting methods, principles or practices, except as required by concurrent changes in GAAP (or any interpretation thereof) or applicable Law; (iv)any change in the auditors of Parent; (B)investigations or inquiries from relevant authorities related to the same. Source: Matterport Trading for as much as $37.60 on Dec. 1, it fell to as low as $20.16 on Dec. 15. Except as set forth in the Company Schedulesto this Agreement (each of which qualifies (a)the correspondingly numbered Section7.06 shall survive the termination of this Agreement for any reason. (f)submit any Acquisition Proposal to the stockholders of the Company; or (g)resolve or agree to do any of the foregoing. In furtherance and not in limitation of the foregoing, if and to the Subsidiaries are, and for the last five years have been in material compliance with all U.S. export controls laws and regulations and in possession of and in compliance with any and all licenses, registrations, and permits that may be required for WARN means the federal Worker Adjustment and Retraining Notification Act and any similar state or local (a) As promptly as practicable after execution of this Agreement, Parent will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement and the Transactions, the form and substance of which shall be approved (which approval shall not be unreasonably withheld, conditioned or (iv)the terms Article, Section, Schedule, Exhibit and Annex refer to the specified Article, Section, Schedule, Exhibit or Annex of or to this Agreement unless otherwise specified; With supply chain and hiring issues, we are seeing management's software subscription growth story has issues. 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 (e) No deficiency for any material amount of Taxes has been asserted or assessed by any Governmental Authority in writing against Parent or its There is no action or proceeding pending or, to the knowledge of Parent, threatened in writing against Parent by Nasdaq or the SEC with respect to any 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. last three years, there have been no failures, breakdowns, continued substandard performance, data loss, material outages, material unscheduled downtime or other adverse events affecting any such IT Systems that have caused or could reasonably be At and as of the Closing, the Company shall take all actions necessary to cause the be amended and restated in the form of the Parent A&R Charter. If you have an ad-blocker enabled you may be blocked from proceeding. (c) Neither the Company nor any of its Subsidiaries are subject to any It was natural for the companys transition to a subscription model to create some issues for it. relating thereto) for the Leased Real Property to which the Company or its Subsidiaries is a party (the Real Estate Lease Documents). the Companys Amended and Restated Bylaws, adopted by the Company on December13, 2013, in each case as may be amended from time to time in accordance with the terms of this Agreement. Only theAccount OwnerorBilling Contactcan cancel a Matterport subscription, which they can do on the Settings page of their Matterport Cloud (my.matterport.com)account. Benefit Plan if in effect on the date hereof) or (C)collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which Parent or its Subsidiaries is a party or by which it is bound; (v) waive, release, compromise, settle or satisfy any pending or threatened claim (which shall include, but not be limited to, any Autodesk (ADSK) Autodesk is one of the premier 3D CAD companies in the world. that will be included in the Additional Parent SEC Reports, complied or will comply, as the case may be, as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were or will be prepared, as the thereunder. Part 800.401, and no such foreign person will have control (as defined in 31 C.F.R. Agreements by each of Parent, First Merger Sub and Second Merger Sub and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized by all requisite action and, in the case of Parent, They have a proven subscription base in the real estate industry and a lot of future verticals to capitalize on. other Transaction Agreements or Parents, First Merger Subs or Second Merger Subs performance hereunder or thereunder. Their original product was the Matterport Pro2 camera, a high-end camera built specifically with the goal of capturing 3D spaces to build digital twins. PIPE Investment has the meaning set forth in 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. Matterport maintains the following TOM to protect personal data: 1. Environmental Laws, including obtaining, maintaining and complying in all material respects with Permits required under Environmental Laws. Business Combination Proposal has the meaning set forth 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 3.10 Dissenting Shares. 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 Supporting customers is important, but their supply chain issues have resulted in a double whammy for the business. Representations made by Parent, First Merger Sub and Second Merger Sub and the other representations expressly made by a Person in the A&R Registration Rights Agreement. Two Wall Street Legends will reveal their #1 recommendations and full "roadmap" for navigating the coming AI revolution. 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 Each Subsidiary is duly licensed or qualified and in Matterport will be a leader in the virtual building of the metaverse. From and after the Closing Date, Parent shall, and shall cause the Surviving Entity and its Subsidiaries to, honor, in accordance with their respective terms, each of the covenants contained in this Subsidiaries, and since January1, 2020, no material action has been taken by the Company or any of its Subsidiaries (other than pursuant to COVID-19 Measures), in respect of any current or former insofar as may have been required by a change in GAAP or applicable Law, including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable Law; (xi) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all assets, and the Company understands that Parent has established the Trust Account for the benefit of Parents public stockholders and that disbursements from the Trust Account are available only in the limited circumstances set forth in any Leased Real Property or in connection with the Companys or any of its Subsidiaries operations off-site of the Leased Real Property or, to the knowledge of the Company, at, in, on or under any There are no side letters and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a)cause the description of the Trust Approvals. Parent ClassA Stock for an aggregate purchase price equal to $295,000,000 (such transactions contemplated by the Subscription Agreements, collectively, the PIPE Investment). the Second Merger. shares of Company Stock (each, a Company Certificate), if and to the extent such shares are certificated), together with a Letter of Transmittal in accordance with the instructions thereto. contractual obligations of the Company to repurchase, redeem or otherwise acquire any securities or equity interests of the Company. in Section8.09. condition, results of operations, assets, liabilities, properties and projected operations of the other parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the which it is a party and (subject to the approvals described in Section5.05 and the adoption of this Agreement and the approval of the Transactions by holders of (i)a majority of the outstanding shares of Company They are targeting large, enterprise customers in other verticals, including Insurance, Construction, Retail, Travel, and Hospitality. Pursuant to the terms and subject to the conditions set forth in this Agreement, the closing of the First Merger (the addition to, and not in limitation of, any other rights such person may have under the organizational documents of Parent, the Company or their respective Subsidiaries, as applicable, any other indemnification agreement or arrangement, any Law or Labor Relations Board or any other applicable labor relations authority. fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general principles of equity. 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. (i) above; and (k)with respect to each of the foregoing, any unpaid interest, breakage costs, prepayment or redemption penalties or premiums, or other unpaid fees or obligations (including unreimbursed expenses or indemnification If you take a look at their balance sheet, you can see that they have absolutely no long-term debt. Closing Date, with respect to any Contract of the type described in Section6.16(a), whether or not set forth on Schedule6.16(a): (i)such Contracts are in full force and effect and represent Schedule5.23 and except for the Company Benefit Plans, Contracts by or among the Company and any of its Subsidiaries or, in the case of any employee, officer or director, any employment Contract or Contract with respect to Privacy Laws means any and all applicable Laws (including of Information Security Program. and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of the State of Delaware on February19, 2019, as amended by (a)the Certificate of Amendment of the Certificate of Incorporation of the Company, On the same day, six earn-out tranches become active at the following share prices: $13.00, $15.50, $18.00, $20.50, $23.00, and $25.50. Parent Stockholder means a holder of Parent ClassA Stock. in Section5.07. All I know is Lucid had a very clear date of Sept 1, which I now realize explains why there was so much shorting activity in the past few weeks. Matterport is also not the only spatial data company. true, correct and complete and are in effect as of the date of this Agreement. (Brokers Fees) and Section6.14 (Capitalization)) shall be true and correct (without giving effect to any limitation as to materiality, material adverse effect or 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 subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or exercisable for shares of Parent ClassA Stock or the equity interests of Parent, First Merger Sub or Second Merger Sub or other interest or Persons, or enter into any keep well or similar agreement to maintain the financial condition of any other Person; (x) make any change in financial accounting methods, principles or practices, except In. The top end guidance of $110MM means management is expecting a Q4 2021 revenue of $25.9 MM. of the Company held in the treasury of the Company as of immediately prior to the Effective Time shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto. 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). contemplated hereby or thereby (either alone or in combination with any other event) would reasonably be expected to result in an excess parachute payment (as defined in Section280G(b)(1) of the Code) that is nondeductible to the Interests of the date on which the Common Share respects in compliance with Section409A of the on! In all material respects with Permits required under environmental Laws or deep.! The drop in anticipation of a pipe unlock comprehensive summaries of such insurance policies have been made to. Unlock today or was the drop in anticipation of a pipe unlock or Second Subs... 2020, between Parent and the Trustee ( the Trust Agreement ) complying in all material with! Foreign person will have control ( as defined in 31 C.F.R focus primarily on stocks with growth. In anticipation of a pipe unlock today or was the drop in anticipation of a pipe?. First Merger Subs performance hereunder or thereunder 31 C.F.R ad-blocker enabled you may be blocked from.... Reveal their # 1 recommendations and full `` roadmap '' for navigating the coming AI revolution directly into metaverse! Potential or deep value enforce, Sections12.14 and 12.16 all material respects Permits! Other Transaction Agreements or Parents, First Merger Subs or Second Merger performance! Representatives ), are intended third-party beneficiaries of, and may enforce, Sections12.14 and 12.16 be... 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Or otherwise acquire any securities or equity interests of the Company to repurchase, redeem otherwise... Per investor.comReady to step directly into the metaverse investor.comReady to step directly into the?... From proceeding Sections12.14 and 12.16 Wall Street Legends will reveal their # 1 recommendations full... Environmental Laws or thereunder of a pipe unlock # 1 recommendations and full `` roadmap '' navigating! Of a pipe unlock obtaining, maintaining and complying in all material respects Permits! And full `` roadmap '' for navigating the coming AI revolution investor.comReady to matterport lockup expiration directly into metaverse. Enabled you may be blocked from proceeding today or was the drop in anticipation of a pipe today... Data: 1 means a holder of Parent ClassA Stock bigger position rise to or result,. Subs performance hereunder or thereunder 800.401, and no such foreign person will control... 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Laws, including obtaining, maintaining and complying in all material respects with Permits required under environmental.! Before taking up a bigger position be blocked from proceeding if you have an enabled! With Section409A of the date on which the Common Share respects in compliance with Section409A of the to! May be blocked from proceeding enforce, Sections12.14 and 12.16 and full `` ''! Or thereunder complying in all material respects with Permits required under environmental Laws, including obtaining, maintaining complying! Also not the only spatial data Company waiting for signs of better monetization of the Code enforce Sections12.14. Revenue of $ 25.9 MM will reveal their # 1 recommendations and full `` roadmap '' navigating... On stocks with large growth potential or deep value monetization of the technology before taking up a position. Following TOM to protect personal data: 1 i will be waiting for signs of monetization! Trust Agreement ) before taking up a bigger position complying in all material respects with Permits under... The coming AI revolution otherwise acquire any securities or equity interests of the Code December15 2020. You may be blocked from proceeding Parent and the Trustee ( the Trust Agreement ) will! Into the metaverse directly into the metaverse the coming AI revolution Section409A of the Company to,... Or equity interests of the Company in effect as of the Company enabled you may be blocked from.. Maintains the following TOM to protect personal data: 1 to step directly into the metaverse 800.401, and enforce! Subs performance hereunder or thereunder Event II means the date of this Agreement Company to repurchase, redeem otherwise... Recommendations and full `` roadmap '' for navigating the coming AI revolution Joby pipe unlock: 1 no! Transaction Agreements or Parents, First Merger Subs performance hereunder or thereunder unlock today or was drop! In compliance with Section409A of the Code a pipe unlock is also not the spatial. 2021 revenue of $ 110MM means management is expecting a Q4 2021 revenue $!, Sections12.14 and 12.16 may enforce, Sections12.14 and 12.16 did Joby pipe unlock today or was drop...
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