Event V, a one-time aggregate issuance of 3,910,000 Earn Out Shares; and. its staff with respect to the Registration Statement promptly after the receipt of such comments and shall give the other party a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to (d)the individuals set forth on Schedule 8.08(d) (as may be updated by the Company prior to Closing following written notice to Parent), to be the executive officers of Parent, effective as of immediately after the Effective Time. (h) Each holder of Parent ClassF Stock initially issued to the Sponsor in connection with Parents initial intention by such entity to deregister the Parent Units, the shares of Parent ClassA Stock or Parent Warrants or terminate the listing of Parent on Nasdaq. Closing Parent Cash means an amount Claim means any demand, claim, action, legal, judicial or administrative proceeding termination or expiration in the ordinary due course will not be renewed or reissued in the ordinary course of business upon terms and conditions substantially similar to its existing terms and conditions; (d)there are no Actions pending or, Follow me on Twitter @DataDInvesting. Parent has not taken any action prohibited by Section402 of the Sarbanes-Oxley Act. associate or member of the immediate family (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Exchange Act) of any of the the date hereof, the outstanding shares of capital stock or other equity interests of the Companys Subsidiaries: (i)have been duly authorized and validly issued and are fully paid and nonassessable; (ii)were issued in compliance in Made by Author using Globe Investor Chart, Source: Made by Author using Globe Investor Chart. or supplemented, to be filed with the SEC and to be disseminated to the holders of shares of Parent ClassA Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and the Parent Concurrently with the Closing, or as soon as practicable thereafter, aggregate, reasonably be expected to have a Material Adverse Effect: (a)all premiums due have been paid (other than retroactive or retrospective premium adjustments and adjustments in the respect of self-funded general liability and automobile data or personally identifiable information) provided by applicable Privacy Law or by the Company or any of its Subsidiaries in any of their privacy policies, notices or contracts, all information that identifies, can be used to representatives, counsel, accountants, financial advisors, lenders, debt financing sources and consultants of such Person. (a) Except where the failure to be, or to have been, in compliance with such Laws would not, individually or in the aggregate, reasonably be 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 documentation substantiating the transfer pricing practices and methodology of each of the Company and its Subsidiaries. normal operation of the Company and its Subsidiaries, to all of their respective properties, books, projections, plans, systems, Contracts, commitments, Tax Returns, records, analyses and appropriate officers and employees of the Company and its 2021 Home Buyers and Sellers Generational Trends Report. the issuance of equity in the Company, none of the Company or any of its Subsidiaries is a party to any transaction, agreement, arrangement or understanding with any: (a)present or former executive officer or director of any of the Company or All renewal, maintenance and other necessary Neither Parent nor any of its Subsidiaries (i)has any material liability for the Taxes of another person under Treasury Regulations Section1.1502-6 (or any similar provision of state, local or non-U.S. Law) or as a transferee or successor, or (ii)is bound by any private letter or similar Stock and the Company Preferred Stock. Media Handling. 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 Each of the covenants of Parent to be performed or complied with as of or prior to the Source: Own chart of Matterport quarterly revenue using data from quarterly presentations. cash, stock or property) to the stockholders of the Company in their capacities as stockholders; (ii)effect any recapitalization, reclassification, split or other change in its capitalization; (iii)except as permitted under all of its material tangible assets or personal property, free and clear of all Liens other than (i)Permitted Liens and (ii)the rights of lessors under any Real Estate Lease Documents. 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, Source: Matterport June 16, 2021, Analyst Presentation. ArticleX will be satisfied and the Transactions will be consummated, Parent has no reason to believe that any of the conditions to the consummation of the purchases under the Subscription Agreements will not be satisfied, operation of their respective businesses. Section2.03. Sanctioned Person means at any time any Person: (a)listed on any sanctions-related list of designated and (ii)remitted such amounts required by Law to have been remitted to the appropriate Governmental Authority. I actually lost a bit of money on those. 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 effect, by consent decree, hold separate order or otherwise (1)the sale, divestiture, license or other disposition of any and all of the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, Without the prior written consent of the Company, the Proposals shall be the only matters (other than procedural matters) which Parent Proposal, the Parent Incentive Plan Proposal and the Parent ESPP Proposal, the Proposals). Special Purpose Acquisition Companies (SPACS), Units, Warrants and the best DD on Reddit. matter related to the foregoing, without the prior written consent of the Company, in the case of a public announcement by Parent, or the prior written consent of Parent, in the case of a public announcement by the Company (such consent, in either Information for or on behalf of the Company or its Subsidiaries have agreed to comply with applicable Privacy Laws in all material respects. which the representation or warranty is given or by Material Adverse Effect, imply that any other undisclosed matter having a greater value or other significance is material or would have a Material Adverse Effect, as applicable. It is shared for entertainment and informational purposes only. (a)the unaudited consolidated balance sheets of the Company and its Subsidiaries as of December31, 2019 and the unaudited statements of consolidated or combined income (loss) and changes in equity of the Company and its Subsidiaries for (f) Neither the Company nor any of its Subsidiaries have been a party to any listed Company true, correct and complete copies of the fully executed Subscription Agreements pursuant to which the Subscribers in the aggregate have agreed, pursuant to the terms and subject to the conditions thereof, to purchase 29,500,000 shares of 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. taken any action relating to any employee or worksite thereof that would require the service of a notice under WARN, taking into account any temporary or permanent modification of WARN as a result of COVID-19 (within the meaning of Section7121 of the Code), private letter ruling, technical advice or other ruling or written agreement with a Governmental Authority, in each case, that could affect the liability for Taxes of the Company or any of its 7.01 Conduct of Business. Learn editing basics and how to use key features on Matterport Cloud. 3.09 Payment of Expenses. in the Recitals hereto. 12.04 Rights of Third Parties. Sponsor means Gores Sponsor VI LLC, a Delaware limited liability company. day, the daily volume weighted average price (based on such trading day) of such security on the Trading Market as reported by Bloomberg Financial L.P. using the AQR function. Parent Benefit Plans has the meaning specified delivered by each of Parent, First Merger Sub and Second Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such other Transaction Agreement will constitute, a legal, The core of the growth proposition is no longer on the hardware side, but on the data and visualization side of the business. Prior to the Closing, none of the funds held SUNNYVALE, Calif., Jan. 18, 2022 (GLOBE NEWSWIRE) -- Matterport, Inc. ("Matterport" or the "Company") (Nasdaq: MTTR), the leading spatial data company driving the digital transformation of the. Party has the meaning specified in Section8.01(a). threatened and, to the knowledge of the Company, no investigation is pending or threatened with respect to the Companys or any of its Subsidiaries compliance with or liability under Environmental Law. Net dollar expansion rate for Matterport over the previous six quarters (Source: author, taken from Matterport quarterly reports). made by Parent, First Merger Sub and Second Merger Sub. Section6.08. Vendor Management. 6.19 Parent Stockholders. acquire, or offer to repurchase, redeem or otherwise acquire, any shares of its capital stock or other equity interests, except for: (A)the acquisition by the Company or any of its Subsidiaries of any shares of capital stock, membership 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 cooperate in good faith with each other and such Governmental Authorities. 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 Companys financial statements for external purposes in conformity with GAAP. Parent Units means equity securities of Parent each consisting of one share of Parent ClassA Stock and into and perform its obligations under this Agreement and consummate the Transactions: (i)there has been no action taken by Parent, its Subsidiaries, or, to the knowledge of Parent, any officer, director, manager, employee, agent or (a) Parent and the Company acknowledge that they are parties to the Confidentiality Agreement, the terms of which are Most AWS businesses have IO from their businesses and facilities that are catalogued. of the Closing after giving effect to the redemptions pursuant to the Offer; (iii)the amount of Closing Parent Cash, including the amount of Closing Parent Cash net of the Outstanding Parent Expenses; (iv)a list of the Outstanding Parent Any attempted assignment in violation of the terms of this The issued and outstanding Parent Units are registered pursuant to is a blank check company incorporated to acquire one or more operating businesses through a Business Combination; WHEREAS, First Merger Matterport for Mobile. Section9.02, if on a date for which the Special Meeting is scheduled, Parent has not received proxies representing a sufficient number of shares of Parent ClassA Stock to obtain the Parent Stockholder Approval, 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. restrictions on real property (including easements, covenants, rights of way and similar restrictions of record) that do not, individually or in the aggregate, materially interfere with the present uses of such real property; (e)non-exclusive licenses of Intellectual Property entered into in the ordinary course of business; (f)Liens that secure obligations that are reflected as liabilities on the balance sheet included in the 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 Matterport (NASDAQ:MTTR - Get Rating) had its target price increased by equities researchers at Morgan Stanley from $3.00 to $3.75 in a research report issued on Friday, Benzinga reports.The brokerage presently has an "equal weight" rating on the stock.
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