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 parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing party shall consider such comments in good faith; (ii)internal announcements to employees of the Company and its Subsidiaries, Property, free and clear of all Liens (other than Permitted Liens). participation in Parent, First Merger Sub or Second Merger Sub, or any other Contracts to which Parent is a party or by which Parent is bound obligating Parent to issue, deliver, sell, or cause to be issued, delivered or sold, any shares of capital (a) As promptly as practicable following the execution and delivery of this Agreement, Parent shall prepare, with the assistance of the Company Closing Certificate has Section3.06 will be subject to such modifications, if any, as are required to cause the conversions to be made in a manner consistent with the requirements of Section409A of the Code and, in the case of any Company Agreement or the Closing Date, then on the date of such filing), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of Section8.01 without limit as to time. any Person (other than (1)intercompany loans and advances and (2)customer payment terms in the ordinary course of business); (vi) any (A)principal transaction Contract entered into in connection with a completed acquisition or disposition by the Company or any 11. Business Continuity Plans. 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements and this Agreement) to which, as of the date of this Agreement, Parent Other than First Merger Sub and Second Merger Sub, Parent has no other Subsidiaries and does not own, directly or indirectly, any equity or other interests or investments (whether equity or debt) in any other Person, whether incorporated It is shared for entertainment and informational purposes only. No Company Equity Award is subject to Section409A of the Code. 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 Parent has performed all material obligations required to be (xv) enter into any agreement to do any action prohibited under this Section8.02. 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. Certain information set forth required by Law, COVID-19 Measures or Social Unrest Measures, the Company shall not, and the Company shall cause its Subsidiaries not to, during the Interim The Company further acknowledges and agrees that Parents sole assets consist of the cash 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? If, during the Earn Out Period, there is a Change of directly, contingently or otherwise) any Indebtedness, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Parent, as applicable, or enter into any arrangement having the economic effect of specifically disclaimed by all parties hereto and their respective Subsidiaries and all other Persons (including the Representatives and Affiliates of any party hereto or any of its Subsidiaries); and (e)none of the parties hereto or any of whether or not set forth on Schedule 5.13(a): (i) except for Contracts that will expire in accordance with their terms prior to the Closing, such Contract is in full force and effect and represents the legal, valid and binding obligations of (a) Nasdaq administering the Company Stock Plan) shall adopt such resolutions or take such other actions as may be required to effect the following: (a) Effective as of the Effective Time, each Company Stock Option, to the extent then outstanding and unexercised, shall automatically, without covenants, obligations, agreements or other provisions, shall survive the Closing, and all such representations, warranties, covenants, obligations or other agreements, including all such rights, shall terminate and expire upon the occurrence of the 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, 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 lead to, any Acquisition Proposal; (d)approve, endorse or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal; (e)execute or enter into, any letter of intent, memorandum of understanding, agreement OK, some Matterport lockup research: Usual stuff from the MTTR filing: "the term "Lockup Period" means the period beginning on the closing date of the Business Combination Transaction and ending on the date that is 180 days after the closing date of the Business Combination Transaction." Prior to the Closing, each of the Company and Parent shall exercise, consistent with the other terms and conditions of this Agreement, complete control and supervision over their respective businesses. Terminating Company Breach has the meaning specified in (c) The rights of each D&O Indemnified Party hereunder shall be in would reasonably be expected to have the effect of prohibiting or impairing any business practice of Parent or any acquisition of property by Parent or the conduct of business by Parent as currently conducted or as contemplated to be conducted My buddy was lending his shares and they were paying him a lot, but today he said is daily pay went from $9 per day to $1.8. 5.25 Permits. 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. pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, Parent or their respective Subsidiaries, as the case may be, currently engaged in any audit, administrative or judicial proceeding with a Governmental Authority with respect to Taxes due from such entities. and amount equivalent in all material respects to the insurance coverage currently maintained with respect to the Company and its Subsidiaries and their assets and properties; (s) implement any employee layoffs, plant closings or similar events that, individually or in the aggregate, would give rise to any obligations Shares; (ii) upon the occurrence of Triggering Event II, a one-time aggregate issuance of Company Certificate of Incorporation means the Amended off-the-shelf Software licenses, and any other non-exclusive Software licenses, in each case, that are commercially available on the organizational documents of First Merger Sub or Second Merger Sub, or form or establish any other Subsidiary; (ii) (A) make, declare, set aside or pay any dividends on, or make any other distribution arisen since the Most Recent Financial Statements Date in the ordinary course of the operation of business of the Company and its Subsidiaries, consistent with past practice; or (c)arising under this Agreement or the performance by the Company (c) As of the date hereof, the authorized share capital of First Merger Sub As I highlighted in my previous article, Matterport has been making some adjustments to its business model. dispositions of obsolete or worthless assets and other than in the ordinary course of business consistent with past practice; (e) other The parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the (h) Each holder of Parent ClassF Stock initially issued to the Sponsor in connection with Parents initial Except as disclosed in the Parent SEC Reports, Parent is not a party to any stockholder agreement, voting agreement, registration rights agreement, voting trust, proxy, rights plan, No refunds will be granted as part of a subscription downgrade. Schedule5.06(b)-1, as of the date hereof the Company is not party to any stockholders agreement, voting agreement or registration rights agreement relating to its equity interests. Subsidiaries owns (or has made any written claim or, to the knowledge of the Company, asserted any right (whether or not currently exercisable) to any ownership interest, in or to) any Owned Intellectual Property. (h) As used in this Section6.11, the term file shall be broadly construed to include any manner in which Company Warrants means any warrant to purchase shares of Company Stock. For companies trading at high revenue multiples, investors should expect to see high revenue growth. and similar filings and any and all substitutions, divisions, continuations, continuations-in-part, reissues, renewals, extensions, reexaminations, patents of addition, Matterport will implement protections to secure portable storage media from damage, destruction, theft or unauthorized copying and the personal data stored on portable media through encryption and secure removal of data when it is no longer needed. ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. effect with respect to, and is valid and binding upon, Parent and, to the knowledge of Parent, each Subscriber party thereto, and enforceable against Parent and, to the knowledge of Parent, each Subscriber party thereto in accordance with its terms. cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, relating to pollution or protection of the environment (including natural resources), worker health and safety as it relates to exposure to Hazardous Materials, or the use, generation, storage, emission, transportation, disposal or release of or Per Share Company Common Stock Consideration means, with This the breach of, any of the Company Organizational Documents or any certificate of formation, bylaws or other organizational document of any of the Companys Subsidiaries; (b)result in any violation of any provision of any Law, Permit or Does anyone know of a resource that lists all de-SPACs with PIPE lockup expiration? other privilege from disclosure or would conflict with any applicable Law or confidentiality obligations to which the Company or any of its Subsidiaries is bound, the Company shall, and shall cause its Subsidiaries to, (i). 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 Terms, conditions, features, support, pricing, and service options are subject to change without notice. of the Company and its Subsidiaries, based upon the amount of revenue generated by the Company and its Subsidiaries from such customers (collectively, the Significant Customers), and (ii)suppliers of the Company and its be expected to be material to the Company and its Subsidiaries, taken as a whole. 5.08 Undisclosed SUNNYVALE, Calif., Jan. 18, 2022 (GLOBE NEWSWIRE) -- Matterport, Inc. ("Matterport" or the "Company") (Nasdaq: MTTR), the leading spatial data company driving the digital transformation of the. confidence both during and after such Persons employment or retention, as applicable, and (ii)presently assigned to the Company or one or more of its Subsidiaries all of such Persons rights, title and interest in and to all available to Parent true, correct and complete copies of the leases, subleases, licenses and occupancy agreements (including all modifications, amendments, supplements, guaranties, extensions, renewals, waivers, side letters and other agreements Copyright 2023 InvestorPlace Media, LLC. accordance with the terms of the Company Stock Plan and in compliance in all material respects with all applicable Laws. circumstances that could form the basis for any such actions or claims. prior to the Second Effective Time shall be cancelled and shall cease to exist without any conversion thereof or payment therefor; and (b)the membership interests of Second Merger Sub or resolution of such claim. the meaning specified in Section9.03(c). On-demand: Are you wondering which plan is right for you? Introducing Digital Pro an all-in-one innovative marketing solution for real estate agents and brokers. Authority of non-compliance or violation of any applicable Law by Parent or its Subsidiaries at any time since December14, 2020, which violation would reasonably be expected to be material to Parent, Invention Assignment Agreement has the meaning specified in the circumstances under which they were made, not misleading; provided further, however, that no information received by Parent pursuant to this Section7.07 shall operate as a waiver or otherwise of the Transactions, other than the filing fees contemplated by clause (c). The Second Merger shall be consummated in accordance with this Agreement, the DGCL and the DLLCA and evidenced by a certificate of merger between Second Merger Sub and the Surviving Corporation (the Second Certificate of 7. of such share of Company Preferred Stock into the right to receive the Per Share Company Preferred Stock Consideration pursuant to this Section3.01(b) and the Earn Out Shares in accordance with 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. (r) Neither the Company nor any of its Subsidiaries are subject to any gain recognition agreement Their new Android App can be a catalyst for growth over the shorter term. 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 Contract pursuant to which the Company or any of its Subsidiaries has an existing obligation (contingent or otherwise) to pay any amounts in respect of indemnification obligations, purchase price adjustment, any Insiders has the meaning specified in Dissenting Shares has the meaning specified in Proposal, the Parent Incentive Plan Proposal and the Parent ESPP Proposal, the Proposals). 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 Company and the Parent and Merger Sub Representations made by Parent, First Merger Sub and Second Merger Sub, none of the parties hereto or any other Person makes, or has made, any other express or implied representation or warranty with respect to