The Company and its (Source: author, taken from Matterport quarterly reports). The ideas expressed on this channel are purely opinions and should not be regarded as objective information. Section9.06(a). Time shall continue to be the officers of the Surviving Corporation until the earlier of their resignation or removal or until their respective successors are duly appointed. 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 But Matterport is not only targeting real estate. (i)determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of the Company and its stockholders; (ii)approved the transactions contemplated by this Agreement; and The Company shall give Parent prompt written than as required pursuant to Company Benefit Plans in effect on the date of this Agreement (or adopted or entered into after the date hereof in accordance with Schedule 7.01(e)) or applicable Law: (i)increase any compensation or It appears management does not expect a revenue pop from the Android app. the conduct of the business of the Company or any of its Subsidiaries or any Owned Intellectual Property has infringed, misappropriated (or constituted or resulted from a misappropriation of) or otherwise violated, or is infringing, misappropriating If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. The applicable waiting period(s) under the HSR Act in respect of the Transactions shall have expired or been D&O Tail other day on which commercial banks in NewYork, NewYork are authorized or required by Law to close. ERISA has the meaning specified in 3. 7.04 Termination of Certain Agreements. Each Company Benefit Plans subject to Law outside of the United States (each, a I wrote this article myself, and it expresses my own opinions. (a) Parent and the Company acknowledge that they are parties to the Confidentiality Agreement, the terms of which are Letter of (f) by Parent, if the Stockholder Written Consent containing the Company Requisite Approval shall not have been duly the business of the Company and its Subsidiaries as currently conducted (it being understood that the Company and its Subsidiaries authorize projects to upgrade and improve certain IT Systems from time to time in the ordinary course of business) and after Closing. Agreement; provided, however, that this Section3.03 shall not be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms and conditions of this comprehensive summaries of such insurance policies have been made available to Parent. Environmental Laws means any and all applicable Laws media, whether paper, electronic, or otherwise. They already have partnerships with Meta, Amazon, Google, and Autodesk. day, the daily volume weighted average price (based on such trading day) of such security on the Trading Market as reported by Bloomberg Financial L.P. using the AQR function. Company or any of its Subsidiaries by any other Person (excluding any Invention Assignment Agreements) or (2)by the Company or any of its Subsidiaries to any other Person; (iv) any Contract, other than teaming agreements entered into in connection with the pursuit of a specific Contract with a Governmental Material Permits has the meaning 5.25 Permits. (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 (e) Neither the Company nor any of its Subsidiaries have assumed by contract any material (g) The phrases delivered, provided to, furnished to, made 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. (c) Parent has established and maintained a system of internal controls. 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. MTTR is in gray, RBLX in red, TDOC in orange, SPOT in pink, MQ in green, and FVRR in purple. warranties of any kind or nature express or implied (including (i)regarding the completeness or accuracy of, or any omission to state or to disclose, any information, including in the 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 On January 5, 2022, Matterport acquired 100% of the issued and outstanding equity interests in Enview for an aggregate purchase price of 1.59 million shares of Matterport's Class A common. For the third quarter, the company reported just $27.7 million of revenues. As discussed, Management hyped the YoY revenue growth, but that growth has faded. Any attempted assignment in violation of the terms of this 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. The meaning specified in the Recitals hereto. Parent and Merger Sub Representations means the representations and warranties of each of Parent, First 9.07 FIRPTA. 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. Company has the meaning specified in the Preamble hereto. Company Preferred Stock means, collectively, the Company Series Seed Preferred Stock, Company Series A-1 Preferred Stock, Company Series B Preferred Stock, Company Series C Preferred Stock and Company Series D Preferred Stock. Given the idiosyncrasies associated with each, I can understand why Spactrak does not publish a list. 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, and following the conversion of such share Intervening Event, the failure to make a Parent Change in Recommendation would be inconsistent with its fiduciary duties under applicable Law, the Parent Board may, prior to obtaining the Parent Stockholder Approval, make a Parent Change in AWS maintains physical and environmental security of Matterports Infrastructure containing customer confidential information designed to: (i) protect information assets from unauthorized physical access, (ii) manage, monitor, and log movement of persons into and out of Matterport facilities, and (iii) guard against environmental hazards such as heat, fire, and water damage. 3.06 Conversion of Company Equity Awards. Agreement as if fully set forth herein. including checks, money orders, marketable securities, short-term instruments, negotiable instruments, funds in time and demand deposits or similar accounts on hand, in lock boxes, in financial institutions or elsewhere, together with all accrued 6.03 No Conflict. (f) All accounting terms used herein and not expressly defined herein shall have the 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), 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 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 I/we have a beneficial long position in the shares of MTTR, GOOGL, TDOC, FVRR, ABNB either through stock ownership, options, or other derivatives. From and after Company nor its Subsidiaries own any capital stock or any other equity interests in any other Person or has any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or the contrary contained herein, no certificates or scrip representing fractional shares of Parent ClassA Stock shall be issued upon the conversion of Company Stock, and such fractional share interests shall not entitle the owner thereof to vote Most Recent Financial Statements Date has the meaning specified Parent shall, and shall cause the Surviving Entity to, maintain the D&O Tail representatives), are intended third-party beneficiaries of, and may enforce, Sections12.14 and 12.16. 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). 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 What Is the Best Tech Stock to Buy Now? the meaning specified in Section2.04(b). Parent; or (ix)any matter set forth on Schedule 5.21. 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 organization or division thereof or (ii)adopt or enter into a 12.01 (b) Each of of the Insider Letters, including the Approval Requirement and the Non-Redemption Requirement, in connection with the consummation of the Transactions. They are valued like a high growth software company demanding a high revenue multiple, but we have seen slow revenue growth that depends highly on product sales and services. If you have an ad-blocker enabled you may be blocked from proceeding. Except as set forth on Schedule5.09, set forth in Parent SEC Reports filed prior to the date of this Agreement, and except as contemplated by this Agreement, there has not been: (i)any declaration, setting aside or payment of any dividend on, or other distribution in respect of, from, taxable income for any taxable period beginning after the Closing Date or, in the case of any taxable period beginning on or before and ending after the Closing Date, the portion of such period beginning after the Closing Date, as a result of: No Matterport will maintain information security policies and make sure that policies and measures are regularly reviewed and amend such policies as Matterport deems reasonable to maintain protection of Services and data processed therein. 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