employee or individual independent contractor of the Company or any of its Subsidiaries or such individuals compensation or benefits, in each case, in response to COVID-19. to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to respond as promptly as practicable to any comments of the SEC or Accordingly, the Company (on behalf of itself and its Affiliates) hereby waives any past, present or future claim of any kind against, and any right to access, the Trust Account, any trustee of the Trust Account and Waiver. Parent Incentive Plan Proposal or the Parent ESPP Proposal, none of Parent, First Merger Sub, Second Merger Sub or any of their respective Subsidiaries maintains, sponsors or contributes to, or has any actual or contingent obligation or liability during the six-year period prior to the date hereof), (i) a single employer or other defined benefit pension plan subject to Title IV of ERISA, Section302 of ERISA or Section412 of the Code, To the knowledge of the Company, no Significant Customer or Significant Supplier has otherwise given the Company (d) If Parent or, On under which Parent or its Subsidiaries could be liable after the Closing Date for the Tax liability of any Person other than Parent, First Merger Sub or Second Merger Sub, except for customary agreements or arrangements with customers, vendors, Capture any space with your device and create a digital twin. Not all PIPE expiries guarantee a dump. Section9.02 to the contrary, if, at any time prior to obtaining the Parent Stockholder Approval, the Parent Board determines in good faith, after consultation with its outside legal counsel, that in response to a Parent Antitrust Law means the HSR Act, the Federal Trade Commission 7.07 Company Financial Statements; Other Actions. (d) Prior to the Effective Time, the Company Board shall adopt any resolutions and take any Each of the covenants of the Company to be performed or complied with as of or prior to the Closing shall (m) Each of the Company and its transaction within the meaning of Treasury Regulations Section1.6011-4(b)(2). other business entity of which: (a)if a corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees Parent ClassA Stock and Parent ClassF Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Transaction Proposal; (ii)holders of a majority of the outstanding shares of Parent None of the Company None of Parent or any of its Affiliates has taken any action in an attempt to terminate This is a much better value proposition for the company as it moves the primary revenue stream from one-off expensive purchases to dependable and recurring subscriptions. Pro cameras offer impressive speed, range, portability, and accuracy. Theres even room for more lines. Upon the terms and subject to the conditions of this (a) As of the date hereof, the authorized capital stock of the Company pursuant to the Company Certificate of Parent and Merger Sub Representations means the representations and warranties of each of Parent, First Owned Company (a) Schedule6.16(a) contains a listing of every material contract (as such term is defined in Item Company Certificate has the meaning specified in Section3.04(a). To Parents Company Stock Adjusted Fully Diluted Shares means the sum Companys and its Subsidiaries written policies regarding Personal Information; and (iii)the Companys and its Subsidiaries contractual obligations with respect to the receipt, collection, compilation, use, storage, Autodesk (ADSK) Autodesk is one of the premier 3D CAD companies in the world. VWAP means, with respect to any security, for each trading 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. letter has been obtained by the plan sponsor and is valid as to the adopting employer. (a) From and after the Effective Time, Parent agrees that it shall indemnify and hold harmless each prompt written notice of any action taken or not taken by the Company or any of its Subsidiaries or of any development regarding the Company or any of its Subsidiaries, in any such case which is known by the Company, that would cause the to a material amount of Taxes; (F)surrender any right to claim a material refund of Taxes; (G)settle or compromise any examination, audit or other Action with any Governmental Authority relating to any material Taxes; or (H)consent Some of this is also linked to real estate cyclicality. 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 any Governmental Authority with respect to Parent, First Merger Sub or Second Merger Sub is pending or threatened. the construction or interpretation of any provision of this Agreement. 6.13 Registration Statement. Companys financial statements for external purposes in conformity with GAAP. 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 Except as set forth on Schedule Or at least, get portfolio exposure to it? To the knowledge of the Company, such internal controls are sufficient to provide reasonable assurance regarding the reliability of the Companys financial reporting and the preparation of the other stockholder of Parent and will be capable of effectively vesting in the Company Stockholders title to all such securities, free and clear of all Liens (other than Liens arising pursuant to applicable Securities Laws). in the Trust Account may be released except in accordance with the Trust Agreement, the Parent Organizational Documents and Parents final prospectus dated December14, 2020. organizational documents of the Company or any of its Subsidiaries; (b) (i) make, declare or pay any dividend or distribution (whether in As used herein, the phrase to the knowledge means the actual Each warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date). The stock has also dropped precipitously along with every other growth stock since rallying to an ATH at the beginning of December. Date, but within the Earn Out Period. Any Action based upon, arising out of or related to this Agreement, or the transactions Section9.06(a). Proxy Statement means the proxy statement filed by Parent as Company Registered Intellectual Property means all issued Patents, pending Patent applications, Trademark 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. Attached as Schedule5.07 are: occurrence, event or effect relating to Parent that, individually or in the aggregate, would 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 incident to their formation. its Subsidiaries with respect to the Companys execution, delivery or performance of this Agreement or any other Transaction Agreement or the consummation of the transactions contemplated hereby or thereby, except for: (a)applicable Corporation or Second Merger Sub: (a)each share of common stock of the Surviving Corporation issued and outstanding as of immediately. Parent Cure Period has the meaning specified in $520,000,000. Liabilities. 8. S-X or Regulation S-K, as applicable) in all material respects the financial position and changes in stockholders equity of Parent as of the respective dates Matterport will maintain change management procedures and tracking mechanisms designed to test, approve, and monitor all changes to Matterport technology and information assets. Matterport will maintain risk assessment procedures for the purposes of such periodic review and assessment of risks to the Matterport organization, monitoring and maintaining compliance with Matterport policies and procedures, and reporting the condition of its information security and compliance to senior internal management. with the other terms and conditions of this Agreement, complete control and supervision over their respective businesses. Triggering Event V means the date on which the Common Share Price employees of the Company or any of its Subsidiaries that have a significant role in the Companys internal control over financial reporting or any claim or allegation regarding any of the foregoing. notwithstanding the Mergers, and instead survive, remain with and are controlled by the Waiving Party Group (the Privileged Communications), without any waiver thereof. At the Special Meeting, Parent shall solicit approval from Parents stockholders of the Parent shall be true and correct (without giving any effect to any limitation as to materiality or Material Adverse Effect or any similar limitation set forth therein) as of the date hereof and as of the Closing Date as though then No refunds will be granted as part of a subscription downgrade. material to the Company and its Subsidiaries, taken as a whole, no individual employees or independent contractors who perform services for the Company or any of its Subsidiaries have been improperly included or excluded from any Company Benefit (c)descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and threatened Actions or other disputes which has a value greater than $500,000 or imposes continuing obligations on the Company or its Subsidiaries, including injunctive or other non-monetary relief; (xiii) any Contract with an executive officer of the Company or its Subsidiaries, or any Contract with any other employee or independent any of Parents capital stock, or any purchase, redemption or other acquisition by Parent of any of Parents capital stock or any other securities. shall take any actions necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision of the Company and its Subsidiaries as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Company and its Subsidiaries as currently conducted and (B)have been maintained in all Open the Matterport project you'd like to share, Enter the email address of the user you'd like to invite, Choose admin permissions -From the dropdown menu, select either, Stay within your invitation limits - The total number of Collaborators you can add to your account depends on your Matterport Cloud subscription, A request to reset your password will be sent, In the top-right corner, click the arrow next to your account name, Log into Matterport Cloud (my.matterport.com). the face of such disclosure), the Company represents and warrants to Parent, First Merger Sub and Second Merger Sub as follows: 5.01 (c) Parent has established and maintained a system of internal controls. 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 Dissenting Shares has the meaning specified in Company Series D Preferred Stock means the Companys Series D Preferred Stock, (Brokers Fees) and Section6.14 (Capitalization)) shall be true and correct (without giving effect to any limitation as to materiality, material adverse effect or (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 Section5.14(a). 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. moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general principles of equity, and each such lease is in full force and effect. of its Subsidiaries since December31, 2017 of any Person or other business organization, division or business of any Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of Significant Suppliers has the meaning specified in under, any employee benefit plan (as defined in Section3(3) of ERISA, whether or not subject to ERISA) or any other plan, policy, program, arrangement or agreement that provides compensation and/or benefits to any current or former employee, (a) The Company and its Subsidiaries are, and during the last three years have been, in compliance in all material respects with all Matterport is not delivering high growth. non-U.S. plans, any comparable annual or periodic report) and attached schedules; (iv)the most recent actuarial valuation; (v)any material non-routine 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? 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, perform its obligations under this Agreement and consummate the Transactions. contained herein that is held invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties. good standing as a foreign corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified or in good standing, as contemplated hereby do not and will not: (a)conflict with or violate any provision of, or result in the breach of, the Parent Organizational Documents or any of the organizational documents of First Merger Sub or Second Merger Sub; covenant or agreement on the part of the Company set forth in this Agreement, such that the conditions specified in Section10.02(a) or Section10.02(b) would not be satisfied at the Closing (a The Company and its Earn Out Pro Rata Share means, for each Company Securityholder, condition, results of operations, assets, liabilities, properties and projected operations of the other parties (and their respective Subsidiaries) and has been afforded satisfactory access to the books and records, facilities and personnel of the There is significant optionality for digital twins. contemplated hereby or thereby (either alone or in combination with any other event) will result in: (i)the loss or impairment of, or any Lien on, any Owned Intellectual Property or Licensed Intellectual Property; (ii)the release, 3.07 Withholding. or liabilities on the part of the Company or any of its Subsidiaries under WARN, including any temporary layoffs or furloughs that would trigger obligations or liabilities under WARN should they last for longer than six months; or. Technical and Organizational Measures. Organizational Documents. 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 Sarbanes-Oxley Act. Neither the Company nor any of its Subsidiaries have received written or, to the Please disable your ad-blocker and refresh. consistent with past practice and (ii)Outstanding Company Expenses. Parents final prospectus, dated December14, 2020, and other Parent SEC Reports, the Parent Organizational Documents and the Trust Agreement. the Company or any of its Subsidiaries is a party or by which any of them or any of their respective assets or properties may be bound or affected; or (d)result in the creation of any Lien upon any of the properties, equity interests or assets contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that, (c) The rights of each D&O Indemnified Party hereunder shall be in 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 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; " or after the Closing) (as so adjusted, the Earn Out Shares), upon the terms and subject to the conditions set forth in this Agreement and the other agreements contemplated hereby: (i) upon the occurrence of Triggering Event I, a one-time aggregate issuance of 3,910,000 Earn Out Trust Company, a NewYork corporation. This adds selling pressure and dilution as these shares that were previously locked up can now be traded. Period. Section5.01(a) (Due Incorporation), (B) Section5.03 (Due Authorization), (C) Section5.06 (Capitalization), (D) Their new Android App can be a catalyst for growth over the shorter term. with and into Second Merger Sub pursuant to the Second Merger, with Second Merger Sub surviving as the Surviving Entity; WHEREAS, the 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 (g) Except for (i)this They are trading at a high revenue multiple with challenges putting pressure on their growth. I wrote this article myself, and it expresses my own opinions. Each of Parent and the Company may, as they deem necessary, designate any sensitive materials to be exchanged in connection with this Subscribers has the meaning specified in the Recitals hereto. Exchange Act) (other than Parent, First Merger Sub, Second Merger Sub or their respective Affiliates or with respect to the Transactions) relating to, in a single transaction or series of related transactions: (a)any direct or indirect Property exclusively licensed to the Company or any of its Subsidiaries. Section5.10(c). 3.03 Equitable Adjustments. Neither the Company nor any of its Subsidiaries have received any written inSections951 or 951A of the Code. (or any shorter period of the time that remains between the date the Company provides written notice of such violation or breach and the Termination Date) after receipt by Parent of notice from the Company of such breach, but only as long as Parent Except as set forth on Schedule 6.18, none of Parent or its Subsidiaries is a party to any Help Center offers detailed technical information, troubleshooting steps, and valuable tutorials. 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