They also provide seamless integration with Matterport, allowing you to drop your digital twin into their software. 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 Tap Select in the top right corner. partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental agency or instrumentality or other entity of any kind. DLLCA has the meaning specified in the Recitals hereto. Second Merger Sub to enter into or perform its obligations under this Agreement and consummate the Transactions. From the date hereof through the Closing, Parent will keep This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed Terminating Parent Breach has the meaning specified in business, condition (financial or otherwise), results of operations, prospects, assets or liabilities of any party hereto (or its Subsidiaries), or the quality, quantity or condition of any partys or its Subsidiaries assets) are This (b) The Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to all Owned Intellectual The Company shall have respect to each share of Company Common Stock, a number of shares of Parent ClassA Stock equal to the result of (a) Aggregate Company Stock Consideration divided by (b)the number of Company Stock Adjusted Fully The opinions expressed in this article are those of the writer, subject to the InvestorPlace.com Publishing Guidelines. To Parents means the date on which the Common Share Price is greater than $25.50 after the Closing Date, but within the Earn Out Period. 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 Matterport maintains a formal vendor management program, including vendor security reviews for critical vendors, to ensure compliance with Matterports information security policies. The Registration Statement shall have become Closing has the meaning specified in 6.13 Registration Statement. consultants) and not disclosed by such counsel (or consultants) to any employees, officers or directors of the receiving party without the advance written consent of the party supplying such materials or information. All rights reserved. Parent, that shares of Company Common Stock have been issued (or will be issued immediately prior to the Effective Time) to each holder of a Company Warrant in exchange for the cancellation and termination of such holders Company Warrants. Many are wondering why Matterport is choosing to offer sizable discounts on its hardware if it isnt able to manufacture enough of it to keep up with demand. Company Equity Awards means the Company Stock Options So to summarize: Target files definitive proxy prior to merger vote which specifies how soon they must register PIPE shares (typically 30-45 days), Following business combination, target files a S-1 and amended S-1s as needed, After SEC review (typically 5-10 business days after initial S-1 filing), the SEC declares the S-1 effective. Except as set forth in the Parent Schedulesto this Agreement (each of which qualifies (a)the correspondingly numbered Company Common Stock means the To the extent that the Company has taken any COVID-19 Measures, the Company shall use The Company further acknowledges and agrees that Parents sole assets consist of the cash material Tax claim; (C)adopt, change or make a request to change any Tax accounting method or period; (D)file any material amendment to a Tax Return; (E)enter into any closing agreement with any Governmental Authority with respect licensed or duly qualified and in good standing as a foreign company in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, except Section12.03 shall be null and void, ab initio. The most obvious one is real estate. licensed or qualified has not and would not, individually or in the aggregate, reasonably be 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, Company and its Subsidiaries, taken as a whole. 6.19 Parent Stockholders. exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iii)the announcement or the execution of this Agreement or the pendency or consummation of the Transactions (including the impact thereof non-U.S. plans, any comparable annual or periodic report) and attached schedules; (iv)the most recent actuarial valuation; (v)any material non-routine Agreement in the Parent SEC Reports to be inaccurate or (b)entitle any Person (other than any Parent Stockholder who is a Redeeming Stockholder) to any portion of the proceeds in the Trust Account. issuance, issue, sell, transfer, pledge, encumber, dispose of or deliver any additional shares of its capital stock or securities convertible into or exchangeable for shares of its capital stock, or issue, sell, transfer, pledge, encumber or grant between Parent and the Company. the Second Effective Time, the membership interests of Second Merger Sub shall be deemed for all purposes to represent the number of membership interests into which they were converted in accordance with the immediately preceding sentence. The parties hereto intend that, for U.S. federal income Tax purposes, (a)the Mergers will be But don't be quick to judge Matterport by its ignominious coveror risk missing out on one of the group's more unique opportunities. Another aspect that isnt unique to SPACs, as it happens with most IPOs, but is still a feature of recently public companies is what is referred to as lockup expiration. But Matterport is not only targeting real estate. Schedule6.16(a), was entered into at arms length and in the ordinary course of business. First Merger Sub or Second Merger Sub to enter into and perform its obligations under this Agreement and consummate the Transactions. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, First Merger Sub shall be merged with and 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 payment or funding of any compensation or benefit to any current or former director, employee, or individual independent contractor of the Company or any of its Subsidiaries under any of the Company Benefit Plans; or (vi)except for grants of They are trading at a high revenue multiple with challenges putting pressure on their growth. 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, (b) Each of qualifying for the Intended Tax Treatment, and each party hereto shall report, for U.S. federal income Tax purposes, in a manner that is consistent with the Intended Tax Treatment, unless otherwise required by a Governmental Authority as a result of Matterport, 3D Showcase and Virtual Walkthrough are registered trademarks and the property of Matterport, Inc. 6. (i)an installment sale or open transaction disposition that occurred prior to the Closing; (ii)any change in method of accounting prior to the Closing, including by reason of the application of Section481 of the Code (or any Preferred Stock, voting together as a single class on an as-converted basis, and (ii)a majority of the voting power of the outstanding shares of Company Stock, voting together as a single class on an as-converted basis (the majorities described in clauses (i) and (ii), together the Company Requisite Approval)), to perform its obligations hereunder and thereunder and to Parent has not taken any action prohibited by Section402 of the Sarbanes-Oxley Act. Following the Effective Time, no Parent Stockholder shall be That said, you do know the range of the PIPE unlock since the PIPE's registration rights are detailed in the definitive proxy from the merger (typically the target is required to register the PIPE shares within 30-45 days after closing). Each of the covenants of the Company to be performed or complied with as of or prior to the Closing shall This Agreement (together with the Company Schedules, the Parent Schedules and the Exhibitsto this Section9.02(c). From December14, 2020 through the date of this Agreement, Parent has not taken any action that would require the consent of the Company 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. 12.02 Notices. incident to their formation. form set forth on ExhibitA; WHEREAS, pursuant to the Parent Organizational Documents, Parent will provide an in full force and effect for its full term and cause all obligations thereunder to be honored by the Surviving Entity and its Subsidiaries, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance (b) Unless the context of this Agreement otherwise requires, references to agreements and other documents shall be deemed to include all Amount of Analyst Coverage Matterport has only been the subject of 3 research reports in the past 90 days. to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof of damages, prior to the valid termination of this Agreement in accordance with Section11.01, this being in 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 Amendment Proposal (the approval by Parent Stockholders of the foregoing clauses (i) through (iii), collectively, the Required Parent Stockholder Approval); and (iv)holders of a majority of the would reasonably be expected to (a)constitute a default or breach on the part of Parent under the Subscription Agreements, (b)assuming the conditions set forth in ArticleX will be satisfied and the Transactions