election has been made or will be made to treat Second Merger Sub as a corporation for income Tax purposes. You can reach him on Twitter at @irbezek. 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 3.10 Dissenting Shares. Contracts listed on Schedule7.04 to be terminated without any further force and effect and without any cost or other liability or obligation to the Company or any of its Subsidiaries, and there shall be no further As of the date hereof, there are no outstanding, and since December31, Plan, and neither the Company nor any of its Subsidiaries have received written notice of any pending or threatened inquiry or audit from any Governmental Authority concerning any such improper inclusion or exclusion. (e) As of or any of its Subsidiaries is a party to any source code escrow Contract or any other Contract (or a party to any Contract obligating the Company or any of its Subsidiaries to enter into a source code escrow Contract or other Contract) requiring the Security Assertion Markup Language (SAML) is an open standard protocol that enables you to use a single sign-on (SSO) credential to access Matterport across various Identity Providers (IDPs). Matterport Technical and Organizational Security Measures, https://matterport.com/matterport-subprocessors, Specified Commercial Transaction Guide (Japan). (iv), (v) and (vi)ofSection 4.01(a)shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, office immediately prior to the Effective Time shall cease to be a director immediately following the Effective Time (including by causing each such director to tender an irrevocable resignation as a director, effective as of the Effective Time) and any party hereto (or any partys Affiliates) or the transactions contemplated by this Agreement, and all other representations and. parties under Section368(b) of the Code, and this Agreement is hereby adopted as a plan of reorganization within the meaning of U.S. Treasury Regulation Section1.368-2(g). under or relating to any noncompliance with any Anti-Corruption Law; (iv)neither the Company nor any of its Subsidiaries have received any written notice or citation from any Governmental Authority for any actual or potential noncompliance There has been a huge drawback because of three factors, reducing risk for investors. All renewal, maintenance and other necessary I wrote this article myself, and it expresses my own opinions. (C)were not issued in breach or violation of any preemptive rights or Contract, and (D)are fully vested and not subject to any restrictions. such share of Company Common Stock so converted shall no longer be outstanding and shall cease to exist, and the holder of such share of Company Common Stock shall thereafter cease to have any rights with respect to such share, except the right to Password Management. in a proceeding in equity or at law); (ii)neither Parent nor, to the knowledge of Parent, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a Except as set forth on Schedule ruling. immediately following Business Day), addressed as follows: If to Parent, First Merger Sub or Second Merger Sub, to: with a copy (which shall not constitute notice) to: or to such other address or addresses as the parties may from time to time designate in writing. Agreement), the Confidentiality Agreement and the other Transaction Agreements collectively constitute the entire agreement among the parties relating to the transactions contemplated hereby and supersede any other agreements, whether written or But the key is to have an undisputed date for all this to happen around. Follow me on Twitter @DataDInvesting. Matterport and Hillman recently had S-1 going effective and both actually went up afterwards even though they were $12 and $15, far above the $10 PIPE paid for. Parent and the Company, together with their respective 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 registrations, declarations and filings relating to the Transactions required to be made under this Agreement, in which case the disclosing party shall, to the extent permitted by applicable Law, first allow such other parties to review such Matterport will maintain incident response procedures designed to allow Matterport to investigate, respond to, mitigate, and notify of events related to Matterport technology and information assets. Matterport will assess risks related to processing of personal data and create an action plan to mitigate identified risks. under such Laws. Expenses; and (v)the outstanding Indebtedness of Parent as of the Closing. sell any debt securities or rights to acquire any debt securities of the Company or any of its Subsidiaries or guarantee any debt securities of another Person, or (ii)incur, create, assume, refinance, guarantee or otherwise become liable for Companys Subsidiaries is a party or by which any of the Companys Subsidiaries is bound obligating such Subsidiaries to issue or sell any shares of capital stock of, other equity interests in or debt securities of, such Subsidiaries, and Now, the story has shifted to focus on high margin, software subscriptions and subscriber growth. compete in any line of business or in any geographic territory; (v) any Contract under which the Company or any of its Subsidiaries has: earlier date), except, in either case, where the failure of such representations and warranties to be so true and correct, individually and in the aggregate, has not had, and would not reasonably be expected to result in, a material adverse effect destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Certificate to be lost, stolen or destroyed and, if required by Parent, the provision by such Person of a customary indemnity against any claim that may be supplementary protection certificates, utility models, inventors certificates, or the like and any foreign equivalents of the foregoing (including certificates of invention and any applications therefor) (collectively, This is typically done after hours. No material default or breach by (i)the Company or any This infrastructure is composed of the hardware, software, networking, and facilities that run the cloud-based Services. 12.12 Jurisdiction; WAIVER OF TRIAL BY JURY. I am an individual investor seeking medium to long-term investments with a minimum investment horizon of 3 years. In the case of Matterport, these shareholders were unable to sell their shares until January 18, which was 180 days after the completion of the reverse merger. None of Parent or any of its Affiliates has taken any action in an attempt to terminate 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 Investors have since rewarded Matterport with revenue multiple, but in the 5 quarters following Q2 2020, revenue has only grown a total of 13.9%. of financial statements or the internal accounting controls utilized by Parent; or (iii)any claim or allegation regarding any of the foregoing. their lawful conduct under economic sanctions, import and export control Laws, including the Export Administration Regulations and International Traffic in Arms Regulations. That, unfortunately, has not happened. access and use pursuant to a written agreement all IT Systems in the manner in which they are currently accessed or used in the conduct of the business. ARTICLEV REPRESENTATIONS AND WARRANTIES OF THE COMPANY, ARTICLEVI REPRESENTATIONS AND WARRANTIES OF PARENT, FIRST MERGER SUB AND SECOND "Matterport Technology" means all technology of Matterport used to provide the Services, including without limitation all technology: (a) embedded in Matterport Cameras; (b) used to process Customer Content into 3D assets and Spatial Data; and (c) used to position and display the Customer Content in the format provided by the Matterport Cloud. expected to be material to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries are, and since December31, 2018 have been, in compliance with all applicable Laws with respect to the conduct, ownership and (b) For the D&O Indemnified Matterport will maintain logical access controls designed to manage electronic access to data and system functionality based on authority levels and job functions, (e.g., granting access on a need-to-know and least privilege basis, use of unique IDs and passwords for all users, periodic review, and revoking/changing access promptly when employment terminates or changes in job functions occur). against any costs or expenses (including reasonable attorneys fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or Now we come to the final reason for the drop in the share price, which is that unprofitable growth stocks have completely fallen out of favor with the market. (a) Since its incorporation, Parent has not conducted any business activities other than activities directed contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction or if subject matter jurisdiction over the matter that is the subject of such Action is vested exclusively in Subject to confidentiality obligations and similar restrictions (whether contractual, imposed by applicable Law or Shares available under the Company Stock Plan shall not be available on and after the Closing; provided, however, that shares shall remain issuable in respect of awards under the Company Stock Plan that are outstanding as of Matterport, 3D Showcase and Virtual Walkthrough are registered trademarks and the property of Matterport, Inc. The parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the preceding sentence apply. During the Q3 2021 earnings call, management said supply chain issues reduced product sales by ~15%. 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. (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 Company Registered Intellectual Property means all issued Patents, pending Patent applications, Trademark As of the date hereof, there are no outstanding bonds, debentures, notes or other indebtedness of the Company having 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, If you do not see the Download icon, the Matterport Space has already been downloaded to your device. received any written notice or citation from a Governmental Authority for any actual or potential noncompliance with any applicable Anti-Corruption Law; and (v)neither Parent nor its Subsidiaries have created or caused the creation of any The outstanding Indebtedness of Parent as of the Closing corporation for income Tax purposes, management said chain... 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