(f) Assuming the accuracy of the representations and warranties of the applicable Company Securityholder contained in the Investor Business Combination has the meaning ascribed to Consequently, short sellers are speculating that there is not a great deal of demand for Matterports cameras. I couldn't find their documents. conformity with GAAP (except for the absence of footnotes or the inclusion of limited footnotes and other presentation items and normal year-end adjustments, none of which will be material) and were derived expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent, First Merger Sub or Second Merger Sub to enter into or perform its obligations under this 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. (b) As of the date hereof, except for the Companys or any of its Subsidiaries ownership interest in such Subsidiaries, neither the 12.15 Nonsurvival of Representations, Warranties and Covenants. other provisions of this Agreement shall remain in full force and effect. Prior to the Effective Time, the Company Board (or, if appropriate, any committee thereof Parent Change in Recommendation has the meaning specified in Section9.02(e). Financial Statements present fairly, in all material respects, the consolidated financial position, income (loss) and changes in equity of the Company and its Subsidiaries as of the dates and for the periods indicated in the Financial Statements in 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: of formation and operating agreement of the Surviving Entity shall be amended and restated in a form mutually agreed by Parent and the Company prior to the Closing Date. Matterport technology has almost unlimited use cases right now in the real world and in virtually every industry. You can reach him on Twitter at @irbezek. anti-takeover plan or other agreements or understandings to which Parent is a party or by which Parent is bound relating to Parent ClassA Stock or any other equity interests of Parent. goods, services or rights, as applicable, at any time on or after the Closing Date on terms and conditions substantially similar to the current terms applicable to such Significant Customers or Significant Suppliers dealings with the preceding sentence apply. That, unfortunately, has not happened. any Person beneficially owning 15% or more of the total voting power of the equity securities of the Company, or any merger, reorganization, consolidation, share exchange, business combination, recapitalization, liquidation, dissolution or similar Parent Intervening Event means an event, fact, Why Bears are Circling Around Matterport Stock, 5 Hypergrowth Stocks With 10X Potential in 2023, 7 Smart Stock Picks for Cautious Investors, Louis Navellier and the InvestorPlace Research Staff. Approvals. 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 I focus primarily on stocks with large growth potential or deep value. (b) Except as would not, individually or in the aggregate, Merger), such Second Merger to be consummated immediately upon filing of the Second Certificate of Merger or at such later time as may be agreed by Parent and the Company in writing and specified in the Second Certificate of Merger (the obligation whatsoever pursuant to the Parent Organizational Documents to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated hereby. Nasdaq The IT Systems (i)are adequate in all material respects for the operation and conduct of ARTICLEV REPRESENTATIONS AND WARRANTIES OF THE COMPANY, ARTICLEVI REPRESENTATIONS AND WARRANTIES OF PARENT, FIRST MERGER SUB AND SECOND otherwise. (q) Neither the Company nor any of its Subsidiaries have deferred payment of the employer portion of FICA and Medicare Tax pursuant to To the extent that Parent, First Merger Sub, Second Merger Sub, the Company, the Surviving Corporation, the Surviving Entity 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 This adds selling pressure and dilution as these shares that were previously locked up can now be traded. 7.04 Termination of Certain Agreements. 2023 InvestorPlace Media, LLC. 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 The issued and outstanding Parent Units are registered pursuant to Except as set forth on Schedule5.09, neither the Company nor any of its Subsidiaries or any property, asset or business of the Company or any of its Subsidiaries is subject to any any action on the part of the holder thereof, be converted into (i)an option to acquire a number of shares of Parent ClassA Stock at an adjusted exercise price per share, in each case, as determined under this Company Preferred Stock or other equity interests held by each such holder as of the date hereof. hereby and the consummation of the Transactions, including: (a)all bonuses, change in control payments, retention and similar payments payable in connection with the consummation of the Transactions pursuant to arrangements (whether written or (b) Except for (i)Company Equity Awards granted pursuant to the Company Stock Plan, (ii)the Company Preferred Stock, (iii)the Well, 2022 has arrived. underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii)approved the transactions contemplated by this Agreement as a Business Combination; and (iv)resolved to recommend to the stockholders of Parent The main reason for this was due to supply chain issues leading to lower sales of their Pro2 camera (mostly due to chip shortages). acknowledgment by the Company or Parent, as applicable, that the matter is required to be disclosed by the terms of this Agreement, nor shall such disclosure be deemed (a)an admission of any breach or violation of any Contract or Law, exchangeable solely for the right to receive the Per Share Company Common Stock Consideration or the Per Share Company Preferred Stock Consideration, as applicable, and the Earn Out Shares (in. (b) Agreements and Covenants. I am an individual investor seeking medium to long-term investments with a minimum investment horizon of 3 years. (d) There are no outstanding loans or other extensions of credit made by Parent to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of Parent. All renewal, maintenance and other necessary Matterport will incorporate Privacy by Design principles for systems and enhancements at the earliest stage of development as well as educate all employees on security and privacy annually. and clear of any Liens other than (i)Permitted Liens and (ii)any restrictions on sales of securities under applicable Securities Laws. Parent SEC Reports). HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as The First Merger shall be consummated in accordance with this Agreement and the DGCL and evidenced by a certificate of merger If Chick-Fil-A (a Matterport customer), for example, needs to do upgrades or check if their spaces conform to a new OSHA standard, they can check their 2700+ locations for compliance in the same amount of time it takes to perform a Google search. Section2.03. Article printed from InvestorPlace Media, https://investorplace.com/2022/01/why-bears-are-circling-around-matterport-stock/. To the knowledge of the Company, no Person other than the Company and its Subsidiaries is in possession of, or has rights to possess, any source code or related Absence of Changes. Subject to the provisions of this Agreement: (a) at the Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, each share of Company Common SEC means the a mutually agreed joint press release announcing the execution of this Agreement. The Trust Agreement is in full force and effect and is a legal, valid and binding obligation of Parent and, to the knowledge of Parent, the Trustee, Matterport may engage and use vendors, acting as sub-processors, that access, store, or process certain customer data. $0.0001 per share. reasonably be necessary or as another party may reasonably request to satisfy the conditions of ArticleX or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. including civil or social unrest, terrorism, acts of war, or sabotage or the engagement by the United States or such other countries in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, Its not its a feature that once you learns understand it can become another catalyst that can help you make money. So the fact that its hardware sales came up a little short of the average estimate is no big deal, right? III. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties. any capital stock of, or other equity interests in, Parent or any of its Subsidiaries or any securities convertible into, or any rights, warrants or options to acquire, any such capital stock or equity interests, other than (i)in connection Aggregate Company Stock Consideration means a number of shares of Parent ClassA Stock (deemed to have The sky is the limit for this technology, but they are going to have to be better at monetizing it to succeed, and their track record so far is spotty. Section2.01(b). 11.02 Effect of effect immediately prior to the Closing Date or in any indemnification agreements of Parent, the Company and their respective Subsidiaries with any D&O Indemnified Party as in effect as of immediately prior to the Closing Date, and Parent shall terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors rights generally and general equitable principles (whether considered 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 SPACs have some baggage that come along with them that add dilution after the reverse merger. 7.03 Exercise of Company Warrants. account in determining whether there has been a Material Adverse Effect); (viii) compliance by the Company with the covenants set forth in Sections 7.01(a) through 7.01(t) or the taking of any action with the prior written consent of ArticleX of this Agreement, and provided this Agreement has not theretofore been terminated pursuant to its terms, on the Closing Date, (a)the Company and First Merger Sub shall cause the First Certificate of Merger with and into Second Merger Sub pursuant to the Second Merger, with Second Merger Sub surviving as the Surviving Entity; WHEREAS, the Effective Time (and there shall be no liability after the Closing in respect thereof), except for (a)those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with (ii) The There shall not have been enacted or promulgated any Governmental Order, statute, rule or As promptly as practicable after the date of this Agreement, Parent and the Company shall each prepare and file the notification required of it under the HSR Act within 10 Business Days after the date hereof in connection with the 5.07 Financial Statements. cash, without interest, rounded down to the nearest cent, equal to the product of (a)the amount of the fractional share interest in a share of Parent ClassA Stock to which such Company Stockholder otherwise would have been 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. made available to Parent or its representatives true, correct and complete copies (or to the extent no written copy exists, an accurate summary) of, as applicable: (i)the current plan document (and all amendments thereto) and any trust or Securityholder only if such Company Securityholder continues to provide services (whether as an. Company, any officer, director, manager, employee, agent, representative, sales intermediary or other Person acting for or on behalf of the Company or any of its Subsidiaries in violation of any applicable Anti-Corruption Law; (ii)neither the Authority, on the other hand, in each case, with respect to this Agreement and the Transactions. Parent has performed all material obligations required to be Person (other than employees, contractors or other service providers of the Company or any of its Subsidiaries who have entered into written agreements restricting the disclosure and use of such source code or related materials). (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 and similar filings and any and all substitutions, divisions, continuations, continuations-in-part, reissues, renewals, extensions, reexaminations, patents of addition, (ii)to the knowledge of the Company, do not contain any viruses, worms, Trojan horses, bugs, faults or other devices, errors, contaminants or effects that (A)materially disrupt or adversely affect the functionality of the IT Systems, Trustee has the meaning specified in (B)11,350,000 Parent Warrants are issued and outstanding as of the date of this Agreement. Registration Statement has the meaning specified in Section9.02(a). Company Series B Preferred Stock means the Companys Series B Preferred Stock, par value $0.001 per final, non-appealable Governmental Order or a statute, rule or regulation; provided, however, that the right to terminate this Agreement under Section11.01(c)(ii) shall The number of use cases is incredible and leads to great optionality. 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 The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in The opinions expressed in this article are those of the writer, subject to the InvestorPlace.com Publishing Guidelines. (c) Officers Certificate. Dont rush into taking a bullish position in it, though; given the companys near-term obstacles, a patient buyer is likely to be rewarded with a better entry point. 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 Subsidiaries, taken as a whole. except for the Parent Stockholder Approval and the effectiveness of the Parent A&R Charter, no other corporate or equivalent proceeding on the part of Parent, First Merger Sub or Second Merger Sub is necessary to authorize this Agreement or such (f) Nasdaq Listing. local or foreign Law), as a transferee or successor, by Contract or otherwise (except, in each case, under any agreements that are commercial contracts entered into in the ordinary course of business not primarily related to Taxes). Matterport shall ensure password hardening standards are in place that align with accepted industry security frameworks to ensure sufficient controls. I will not be buying now and will instead sit on the sidelines. (h) The Company and each of its Subsidiaries have complied and do comply with all material afford to Parent and its Representatives reasonable access during the Interim Period, during normal business hours and with reasonable advance notice, in such manner as to not interfere with the Intellectual Property. Neither the Company nor any of its Subsidiaries has engaged in any temporary layoffs, furloughs or hours reductions after Closing. This Agreement and Plan of Merger (this Agreement), dated as of February 7, 2021, is entered into by and among Gores required disclosure and to make the certifications required pursuant to Sections302 and 906 of the Sarbanes-Oxley Act. Scroll down to see all of your past invoices and to download the desired PDF for your records. 7.09 Non-Solicitation. Matterport reduces cost for building upkeep and determining if there are areas in your commercial space that are in need of additional maintenance. Later this month, there will be a lockup expiration on a massive number of its shares owned by insiders. as a whole. (s) No Subsidiary of the Company (i)has an investment in United States property class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby. (g) The phrases delivered, provided to, furnished to, made Lockup Expiration date The SEC document specifies the lockup period as " (i) 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; " immediately prior to the date of this Agreement) in a trade or business or has (or has had in the five years immediately prior to the date of this Agreement) a permanent establishment in a country other than the country in which such entity is asserting or enforcing, any of its Patents. Property exclusively licensed to the Company or any of its Subsidiaries. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Company Organizational Documents means the Company Certificate of Incorporation and estimates, projections or forecasts or any other information, document or material provided to or made available to any party hereto or their respective Affiliates or Representatives in certain data rooms, management presentations or in I have no business relationship with any company whose stock is mentioned in this article. Company Representations contained in Section5.21(a) (No Material Adverse Effect) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though then made. place, stay at home, workforce reduction, social distancing, shut down, closure, sequester or any other Law, Governmental Order, Action, directive, guideline or recommendation by any Governmental Authority in connection with or in Section9.02(c). 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