CARES Act means The Coronavirus Aid, Relief, and Economic Security Act, Pub.L. transactions the result of which is: (a)the acquisition by any Person or group (as defined in the Exchange Act) of Persons of direct or indirect beneficial ownership of securities representing 50% or more of the combined voting Termination. Approval Requirement) and not to redeem such shares in connection with the Offer (the Non-Redemption Requirement). Section3.10. supplementary protection certificates, utility models, inventors certificates, or the like and any foreign equivalents of the foregoing (including certificates of invention and any applications therefor) (collectively, (q) Neither the Company nor any of its Subsidiaries have deferred payment of the employer portion of FICA and Medicare Tax pursuant to Part 800.401, and no such foreign person will have control (as defined in 31 C.F.R. public offering has agreed: (i)to vote all shares of Parent capital stock held by such holder in favor of approving the Transactions; and (ii)to refrain from electing to redeem any shares of such Parent capital stock pursuant to the Acknowledgements. Section2302 of the CARES Act. liability of any other Person arising under Environmental Law or relating to Hazardous Materials. Willful Breach of this Agreement; provided, however, that (a)nothing herein shall serve to limit or prohibit the Companys right to pursue a claim against Parent for (i)legal relief against monies or other assets held Indemnified Party without the consent of such D&O Indemnified Party. formerly owned or leased real property during the time that the Company or any of its Subsidiaries owned or leased such property, except as would not reasonably be expected to require investigation or remediation or result in the incurrence of I have no business relationship with any company whose stock is mentioned in this article. and confidentiality of all Trade Secrets included in the Owned Intellectual Property and all Trade Secrets of any Person to whom the Company or any of its Subsidiaries has a confidentiality obligation with respect to such Trade Secrets. party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Company Schedules or the Parent Schedules in any dispute or controversy between the parties as to whether any obligation, item or matter not (f) To the knowledge of Parent, as of the date hereof, there are no outstanding SEC comments from the SEC with respect to the Parent SEC 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 Subsidiaries to: (i)disclose, contribute, distribute, license or otherwise make available to any Person (including the open source community) any source code included in the Owned Company Software; (ii)license any Owned Company Software . Amendment Proposal has the meaning specified in Section9.02(c). 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 For the avoidance of doubt, the Parent and Merger Sub Representations are solely (b) MTTR is in gray, RBLX in red, TDOC in orange, SPOT in pink, MQ in green, and FVRR in purple. Registered Intellectual Property (specifying for each item (A)the record owner and, if different from the record owner, the beneficial owner, (B)the jurisdiction in which such item has been issued, registered or filed, (C)the Notwithstanding anything in this Agreement to the contrary, Parent Organizational Documents, the Trust Agreement and all other agreements or Contracts to which Parent or its Subsidiaries may be a party. other similar consents issued by or obtained from a Governmental Authority. effect on the assets, business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole; provided, however, that in no event would any of the following (or the effect of any of the following), That was way below analysts average estimate of more than $29 million. Parent shall have at least Environmental Laws means any and all applicable Laws For example, you can play games, shop, socialize, make art and even run a. 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 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 There are no options or warrants convertible into or exchangeable or exercisable for the equity Change Management. (c) Officers Certificate. And then, in February, Matterport is due to release its Q4 earnings. (a) Parent has filed in a timely manner all required registration statements, reports, schedules, forms, Is this happening to you frequently? (a) Following the Closing, and as additional consideration for the Company Securities, within ten Business Days after the occurrence of a Matterport definitely has a great, long-term outlook. Software means any and all: (a)computer programs, including any and all software implementation of Matterport reserves the right to modify or revise these TOMs at any time at its discretion without notice, provided that such modification or revision does not result in a material degradation in the protection provided for personal data that Matterport processes in providing its various Services. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (A)are prohibited by any Lien or Law other than Permitted Liens or (B)are in material violation of any of the recorded covenants, conditions, restrictions, reservations, easements or agreements applicable to such Leased Real Property. Just how big is the spatial data market opportunity? The next two months could be treacherous for Matterport's shares. Trust Account has the meaning executed and delivered to the Company and to Parent within 24 hours after the execution and delivery of this Agreement. True, correct and complete copies of the Contracts listed on Schedule6.16(a) have been delivered to or made available to the Company or its agents or representatives. Plan means any employee benefit plan as defined in Section3(3) of. commence due diligence with respect to, any Person (other than the Company, its stockholders and/or any of their respective Affiliates or Representatives) concerning, relating to or which is intended or is reasonably likely to give rise to or result Section7.06 shall survive the termination of this Agreement for any reason. current Governmental Order relating to any non-compliance with Environmental Laws by the Company or any of its Subsidiaries or the investigation, sampling, monitoring, treatment, remediation, removal or Stockholder Written Consent has the meaning specified in Section7.08. Earn Out Shares has the meaning specified in At the Closing, (a)Parent shall deliver to the Company a copy Prior to the Closing, Parent and the Company shall prepare and mutually agree upon a joint press release announcing the consummation of the Transactions computer systems, communications systems software, firmware, hardware, networks, servers, interfaces, platforms, related systems, databases, websites and equipment owned, licensed, leased or otherwise used by or on behalf of the Company or any of No Company Benefit Plan provides for the gross-up of any Taxes imposed by applicable Law, including Section4999 or 409A of the Code or The Owned Intellectual Property and such Licensed Intellectual Property collectively constitute all Intellectual Property used in, and necessary and sufficient for, the conduct and former director, officer, employee or individual independent contractor of the Company or any its Subsidiaries; or (iii)except as set forth on Schedule 5.14(g)(iii), result in the acceleration, vesting or creation of any rights of any That number can and will grow immensely as the full slate of use cases expand and the cost savings become apparent. ClassA Stock and Parent ClassF Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Issuance Proposal; (iii)(A) holders of a majority of the outstanding shares of Parent aggregate, reasonably be expected to have a material adverse effect on the ability of the Company to consummate the Transactions; (c)applicable requirements of the Securities Laws; (d)the filing of the First Certificate of Merger in contained in this Agreement shall give the Company, directly or indirectly, any right to control or direct the operations of Parent or its Subsidiaries at any time. I wrote this article myself, and it expresses my own opinions. individually, with respect to all sales or purchases thereunder, in excess of $200,000 or, together with all related Contracts, in excess of $500,000, in each case, other than sales or purchases in the ordinary course of business consistent with The chart illustrates the general trend of valuation compression. (c) There is no liability, debt or obligation against Parent or its Subsidiaries, except for The shares of Parent ClassA Stock to be issued in connection with the Closing shall have been approved for Non-Redemption The Parent SEC Reports did not, and the Additional Parent SEC Reports will not, as of their respective dates of filing with the SEC (or if amended or superseded by a filing prior to the date of this 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 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 5.17 Brokers Fees. Matterport will maintain password controls designed to manage and control password strength, expiration, and usage including prohibiting users from sharing passwords. have no effect, without any liability on the part of any party hereto or its Affiliates, officers, directors, employees or stockholders, other than liability of any party hereto for any Willful Breach of this Agreement by such party occurring prior Section4.02 to any Company Securityholder in respect of Company Stock Options and/or Company RSUs held by such Company Securityholder as of immediately prior to the Effective Time shall be issued to such Company Corporation or Second Merger Sub: (a)each share of common stock of the Surviving Corporation issued and outstanding as of immediately. Matterport will securely sanitize physical media intended for reuse prior to such reuse and will destroy physical media not intended for reuse. ) of be treacherous for Matterport & # x27 ; s shares could be treacherous for Matterport #. 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