Invention Assignment Agreement has the meaning specified in comprehensive summaries of such insurance policies have been made available to Parent. Section5.11(d). Trustee has the meaning specified in Anti-Corruption Laws or subjected to any investigation by a Governmental Authority for violation of any applicable Anti-Corruption Laws; (iii)neither Parent nor its Subsidiaries have conducted or initiated any internal investigation or made a adverse change in the price of such goods, services or rights provided to or by any such Significant Customer or Significant Supplier, as applicable, or that any such Significant Customer or Significant Supplier will not provide or require such (i) The Company and its Subsidiaries are in compliance in all material respects with all COVID-19 (h) The Company and each of its Subsidiaries have complied and do comply with all material 3.09 Payment of Expenses. Company Closing Certificate has the face of such disclosure) or in the Parent SEC Reports filed or furnished by Parent on or after December14, 2020 (excluding (i)any disclosures in such Parent SEC Reports under the headings Risk Factors, Securities Act means the Securities Act of 1933. Except to the extent a named party to this Agreement (and then only to the extent of the specific obligations undertaken by such named party in this Agreement), (a)no past, present or future director, JOBS Act means the Jumpstart Our Business Startups Act of 2012. My optimism proved to be on target as MTTR stock launched from $10 to $33. . Intended Tax Treatment has the meaning specified in 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 Investors should also prepare for the end of lock-up and share dilution that will put downward pressure on an inflated stock price. 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. (h) There are no Liens for material Subsidiaries a license, right, permission, consent, non-assertion or release with respect to any. 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 communications with any Governmental Authority during the last three years; and (vi)the most recent determination or opinion letter issued by the Internal Revenue Service (or applicable comparable Governmental Authority). Company, and cause to be filed with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the Registration The next two months could be treacherous for Matterports shares. There are no outstanding bonds, debentures, notes or other What Is the Best Tech Stock to Buy Now? Amount of Analyst Coverage Matterport has only been the subject of 3 research reports in the past 90 days. Section8.01 without limit as to time. With the SEC approval, target files a Form EFFECT and Prospectus for the PIPE shares (and other selling security holders). listing on Nasdaq, subject only to (i)the requirement to have a sufficient number of round lot holders and (ii)official notice of listing. within the meaning of section 956(c) of the Code or (ii)has been a passive foreign investment company within the meaning of section 1297 of the Code. Matterport Inc.'s former CEO can freely sell his shares in the 3D technology maker, which went public through a blank-check merger in July, a Delaware judge ruled Monday, rejecting the company's attempt to enforce a post-deal stock lockup bylaw against him. were made, not misleading; provided, however, that Parent makes no representations or warranties as to the information contained in or omitted from the Registration Statement in reliance upon and in conformity with information Parent Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Parent or its Subsidiaries may be a party. acknowledges that, if the Transactions are not consummated by December15, 2022 or such later date as approved by the Parent Stockholders to complete a Business Combination, Parent will be obligated to return to its stockholders the amounts earn-out, backend payment or similar obligation, in connection with any completed acquisition or disposition by the Company or any of its Subsidiaries; (vii) any Contract with outstanding obligations for the sale or purchase of personal property, fixed assets or real estate having a value Parent Cure Period has the meaning specified in Except as set forth on Schedule 5.11(c), none of the Company or any of its Subsidiaries has received from any Person in This sort of transition tends to be bumpy. Neither of Parent nor its Subsidiaries have received any written, or to the knowledge of Parent, oral notice from any Governmental Triggering Events means, collectively, Triggering Event I, Triggering Event II, Triggering Event III, 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 MTTR stock is likely to keep dropping through February. ClassA Stock and Parent ClassF Stock, voting together as a single class, and (B)holders of a majority of the outstanding shares of Parent ClassF Stock, voting separately as a single class, shall be required to approve the (i) above; and (k)with respect to each of the foregoing, any unpaid interest, breakage costs, prepayment or redemption penalties or premiums, or other unpaid fees or obligations (including unreimbursed expenses or indemnification (a) The authorized capital stock of Parent consists of: (i)1,000,000 shares of Parent Preferred Stock, of Watch this video to the end to see . Owned Company 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 Introducing Digital Pro an all-in-one innovative marketing solution for real estate agents and brokers. be consummated, result in any portion of the purchase price to be paid by any Subscriber in accordance with the Subscription Agreements being unavailable on the Closing Date. (Source: author, taken from Matterport quarterly reports). meanings given to them under GAAP. 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. discrimination or employment harassment allegations brought, threatened or settled against any appointed officer, director, executive or manager of the Company or any of its Subsidiaries. There are risk factors and reaching their full potential will require great execution, and so far the execution is lacking. commercially reasonable efforts to cure such Terminating Company Breach (the Company Cure Period), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not Approvals. None of the Owned Company Software: (i)contains any Contaminants; (ii)constitutes, contains or is considered 12.14 Non-Recourse. term of any employment agreement, nondisclosure agreement, non-competition agreement, restrictive covenant or other obligation to the Company or any of its Subsidiaries. This one quarter of massive growth has allowed Matterport to drive the narrative that they are a high growth company. property rights. And then, in February, Matterport is due to release its Q4 earnings. foregoing, except as set forth on Schedule8.02, as expressly contemplated by this Agreement or as consented to by the Company in writing (which consent shall not be unreasonably withheld, conditioned or delayed), or as may Parent Incentive Plan has the meaning specified in Our 7 Top Picks. Company RSUs means restricted stock units covering shares of Company Common Stock granted pursuant to the Entity. Special Meeting (subject to any adjournment or recess of the meeting); (e) by written notice from the Company to Parent prior to obtaining 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 Section5.17 (Brokers Fees) and (E)Section5.23 (Affiliate Arrangements) shall be true and correct (without giving any effect to any limitation as to Each of Parent and the Company The provisions of Section7.06, Section9.04, this Section11.02 and Article XII (collectively, the Surviving Provisions) Affiliate means, with respect to any specified Person, All actions relating to the solicitation and obtaining of the Company Requisite Approval pursuant to the (i) Except as would not, individually or in the aggregate, reasonably be expected to be is a party or by which any of its assets are bound. (f) The Company and each of its Subsidiaries has taken adequate and commercially reasonable steps to maintain the secrecy Laws has the meaning set forth in Section5.10(c). forth: (i)the aggregate amount of cash proceeds that will be required to satisfy the redemption of any shares of Parent ClassA Stock pursuant to the Offer; (ii)the number of shares of Parent ClassA Stock to be outstanding as diplomatic or consular offices of the United States or such other countries or upon any United States or such other country military installation, equipment or personnel; (vii)any failure of the Company and its Subsidiaries, taken as a whole, been timely paid. Subsidiaries, based upon the amount of expenditures paid by the Company and its Subsidiaries to such suppliers (collectively, the Significant Suppliers). Days after the Closing Date, the Surviving Corporation and Second Merger Sub shall cause the Second Certificate of Merger to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section264 of 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; While this is an exciting opportunity, and I do hold a position in the company, I will not be adding to it until they can prove that their excellent optionality will turn into outsized returns. Parent listed onSchedule8.08(b)to have been removed from their respective positions or to have tendered their irrevocable resignations, in each case effective as of the Effective Time; (c)the individuals Introducing Digital Pro an all-in-one innovative marketing solution for real estate agents and brokers. Company in writing and specified in the First Certificate of Merger (the Effective Time). Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. Stockholders right to appraisal under Section262 of the DGCL (or other applicable Law), then such Company Stockholders Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into and shall be required to be delivered to Continental pursuant to the Trust Agreement to be so delivered, for the following: (a)the redemption of any shares of Parent ClassA Stock in connection with the Offer; (b)the payment of the Outstanding (ii) The (b)the Outstanding Parent Expenses to the extent not paid by Parent prior to the Closing. (c) As of the date hereof, the authorized share capital of First Merger Sub relations and goodwill of the Company and its Subsidiaries with customers, suppliers, joint venture partners, distributors and creditors of the Company and its Subsidiaries; (iii)keep available the services of their present officers and other declared effective under the Securities Act, Parent will cause the Proxy Statement to be mailed to stockholders of Parent. Nothing on this channel is a recommendation to buy or sell securities. 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? Matterport will create, protect and retain such log records to the extent needed to enable monitoring, analysis, investigation and reporting of unlawful, unauthorized or inappropriate information system activity, including successful and unsuccessful account logon events, account management, events, security events, object access, policy change, privileged functions, administrator account creation/deletion and other administrator activity, data deletions, data access and changes, firewall logs, and permission changes. 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 Additionally, the restrictions on the sales of shares owned by the companys employees unlock and can be sold after the company reports its earnings in February. Section10.02(b) have been fulfilled. So basically buy the rumor sell the news pattern exists in both good and bad news scenarios. Companys Common Stock, par value $0.001 per share. toward the accomplishment of a Business Combination. there are no Actions pending or, to the knowledge of the Company, threatened and, to the knowledge of the Company, there are no pending or threatened investigations, in each case, against the Company or any of its Subsidiaries, or otherwise (d) Parent shall use reasonable best efforts to, as I tried many different ventures and eventually ran a small business. damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Agreement (including failing to take such actions as are required of them hereunder (b) Agreements and Covenants. Each person appointed as a director of the Surviving Corporation pursuant to the preceding sentence shall remain in office as a director of the Surviving Corporation until his or her successor is elected and Without limiting the foregoing, Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of each D&O Indemnified Party, as provided in the applicable reasonably be expected to have any material liability. The Registration Statement shall have become Ian Bezek has written more than 1,000 articles for InvestorPlace.com and Seeking Alpha. I/we have a beneficial long position in the shares of MTTR, GOOGL, TDOC, FVRR, ABNB either through stock ownership, options, or other derivatives. Section5.22(a). employees), non-discrimination, wages and hours, immigration, disability rights or benefits, equal opportunity, WARN, affirmative action, labor relations, pay equity, overtime pay, unemployment insurance, meal A prospectus follows either simultaneously or the next day. any dispute or Action arising out of or relating to, this Agreement, any Transaction Agreement or the Transactions, or any matter relating to any of the foregoing, are privileged communications that do not pass to the Company and its Subsidiaries and rest periods/breaks, collective bargaining, civil rights, background checks and screenings, privacy laws, paid sick days and leave of absence entitlements and benefits (including the federal Emergency Paid Sick Leave Act and the federal 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 ARTICLEV REPRESENTATIONS AND WARRANTIES OF THE COMPANY, ARTICLEVI REPRESENTATIONS AND WARRANTIES OF PARENT, FIRST MERGER SUB AND SECOND issuance, registration or application date and (D)the issuance, registration or application number); and (ii)all material unregistered Trademarks included in Owned Intellectual Property. opportunity to its stockholders to have their Parent ClassA Stock redeemed for the consideration, and on the terms and subject to the conditions and limitations, set forth in this Agreement, the Parent Organizational Documents, the Trust This is typically done after hours. confidentiality agreement in connection with its consideration of acquiring the Company to return or destroy all confidential information furnished to such Person by or on behalf of it or any of its Subsidiaries prior to the date hereof. Transaction Proposal $520,000,000. There was no clearly defined singular date that gave the market advanced notice. a system of internal accounting controls. Closing) shall take place electronically through the exchange of documents via e-mail or facsimile on the date which is three Business Days after the date on which all conditions set forth Outstanding Company Expenses notice that remains outstanding as of the date of this Agreement that the current use and occupancy by the Company or any of its Subsidiaries of the Leased Real Property and any improvements made by the Company or any of its Subsidiaries thereon or resolution of such claim. Nothing contained in this Agreement shall give Parent, directly or indirectly, any right to control or direct the operations of the Company or its Subsidiaries With respect to each such insurance policy required to be listed on Schedule5.18, except as would not, individually or in the in Section5.07. 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