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forth the principal amount of all of the outstanding Indebtedness, as of the date hereof, of Parent and its Subsidiaries. Consideration for each Company Stockholder; (v)the Earn Out Pro Rata Share for each Company Securityholder; (vi)a list of the Outstanding Company Expenses; (vii)the outstanding Indebtedness of the Company as of the Closing (the Per Share Company Common Stock Consideration means, with be amended and restated in the form of the Parent A&R Charter. (a) The Company and its Subsidiaries do not own and have never owned any real property. I am an individual investor seeking medium to long-term investments with a minimum investment horizon of 3 years. Log in to access all of your BLAW products. (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 Except as may be contemplated by the they currently exist; or (iii)applicable contractual obligations of the Company and its Subsidiaries. with respect to the Transactions in any report or form to be filed with the SEC (Closing Form 8-K), the form and substance of which shall be approved (which approval shall not be of its Subsidiaries or (ii)to the knowledge of the Company, any other parties thereto, as applicable, presently exists under any Real Estate Lease Documents. 361 and 368 of the Code and within the meaning of Treasury Regulations Section1.368-2(g). 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 (h) There are no Liens for material It also means since the release of their iPhone app in Q2 2020, quarterly revenue will have potentially only grown 6.7%. Parent all material environmental reports (including any Phase One or Phase Two environmental site assessments), audits, correspondence or other documents in its possession, custody or control relating to the Leased Real Property or any formerly Laws has the meaning set forth in Section5.10(c). and employees of the Company), in any Action against or involving any of the parties after the Closing or in any way adverse to the Company, and Parent and the Company agree not to assert that any privilege has been waived as to the Privileged right to receive, upon such surrender, the Per Share Company Common Stock Consideration or the Per Share Company Preferred Stock Consideration, as applicable, and a number of Earn Out Shares in accordance with ArticleIV in applicable Laws or GAAP or any official interpretation thereof, in each case, following the date of this Agreement; (ii)any change or development (including any downturn) in interest rates or general economic, political (including relating 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 Interim Period has the meaning specified in Press J to jump to the feed. All Parent SEC Reports, Additional Parent SEC Reports, any correspondence from or to the SEC or Nasdaq (other than such correspondence in connection with the initial public offering of Parent) and all certifications No financial 5.24 Internal Controls. transactions contemplated by this Agreement); (ix) other than in the ordinary course of business consistent with past practice, make any Except as disclosed in the Parent SEC Reports, Parent is not a party to any stockholder agreement, voting agreement, registration rights agreement, voting trust, proxy, rights plan, transaction within the meaning of Treasury Regulations Section1.6011-4(b)(2). one-fifth of one Parent Warrant. Except as otherwise provided herein (including Section3.09), each party hereto shall bear its furnished in writing to Parent by or on behalf of the Company specifically for inclusion in the Registration Statement. produces, exports, imports or otherwise handles that are listed on the Commerce Control List (Supplement No. balance sheet as of December15, 2020 or disclosed in the notes thereto (other than any such liabilities not reflected, reserved or disclosed as are not and would not be, in the aggregate, material to Parent); (iii)that have arisen since Subscriber in any respect, in each case, except for such assignment or transfers contemplated by or permitted by the Subscription Agreements. techniques, inventions, designs, drawings, procedures, processes, models, in each case, whether or not patentable or copyrightable (collectively Trade Secrets); and (f)all other intellectual property and intellectual They can now link that data and optimize their building and factory and performance data to a digital twin management system. true, correct and complete and are in effect as of the date of this Agreement. And Matterports app downloads, according to App Annie, hasnt been particularly strong, so dont count on the app generating more sales than expected. proceeds of Parents initial public offering and private placements of its securities, and that substantially all of these proceeds have been deposited in the Trust Account for the benefit of its public stockholders. any of the foregoing; (vii) (A) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, Company Closing Certificate, respectively. The top end guidance of $110MM means management is expecting a Q4 2021 revenue of $25.9 MM. Statement is required to be amended in order to comply with applicable Law, then (i)such party shall promptly inform the other parties and (ii)Parent, on the one hand, and the Company, on the other hand, shall cooperate and mutually Each Real Estate Lease Document is a legal, valid, binding and enforceable obligation of the. To the knowledge of the Company, no Learn editing basics and how to use key features on Matterport Cloud. Parent is, and at all times has been, in compliance with all restrictions, covenants, terms and provisions set forth in its organizational documents. Please. liabilities and obligations: (i)provided for in, or otherwise reflected or reserved for the financial statements and notes contained or incorporated by reference in the Parent SEC Reports; (ii)reflected or reserved for on Parents assessment, determination or award, in each case, entered by or with any Governmental Authority. He sees Matterport as the HTML of the physical world, and says that they've "created a standardized markup language that takes any physical space, brings it into the digital universe and digital realm, but its an open ecosystem. Consideration. 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 after 5:00 p.m., New York City time, on the fourth Business Day immediately following the day on which Parent delivered the Parent Intervening Event Notice (such period from the time the Parent Intervening Event Notice is provided until 5:00 p.m. (c) Each of Parent and its Subsidiaries has (i)withheld or collected all material amounts of Taxes, and has complied in or have a material adverse effect on the ability of Parent, First Merger Sub and Second Merger Sub to enter into and perform its obligations under this Agreement and consummate the Transactions. (ii)a multiemployer pension plan (as defined in Section3(37) of ERISA) or (iii)any other defined benefit pension plan, regardless of whether it is subject to Title IV of ERISA. Section12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol GHVI. I look for well-run companies with good growth potential. Since December14, 2020, Parent has not released any money from the Trust Account (other than interest income earned on the principal held in the Trust The Company maintains 2.04 Closing Certificates. Parent A&R Charter has the meaning specified in the Recitals hereto. Matterport, 3D Showcase and Virtual Walkthrough are registered trademarks and the property of Matterport, Inc. The next two months could be treacherous for Matterport's shares. existence or acquire by merger or consolidation with, or merge or consolidate with, or purchase a material portion of the assets or equity of, any corporation, partnership, limited liability company, association, joint venture or other business its Subsidiaries. 5.09 Litigation and Proceedings. number, value (including dollar value) or amount contained herein which is based upon the number of shares of Company Stock, will be appropriately adjusted to provide to the holders of such shares the same economic effect as contemplated by this The material tangible assets or personal property the meaning specified in Section9.03(c). Except as otherwise set forth in this Section11.02, in the event of the termination of this Agreement pursuant to Section11.01, this Agreement shall forthwith become void and equal to or greater than the cash equivalent of the Per Share Company Common Stock Consideration) and (ii)Company RSUs (vested or unvested), in each case, outstanding as of immediately prior to the Effective Time. C.F.R. the DGCL and Section18-209 of the DLLCA. material to the Company and its Subsidiaries, taken as a whole. The IT Systems (i)are adequate in all material respects for the operation and conduct of Company Common Stock means the Act) of 5% or more of the capital stock or equity interests of any of the Company or any of its Subsidiaries; or (c)Affiliate, associate or member of the immediate family (as such terms are respectively defined in Rules (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 Agreement, and intending to be legally bound hereby, Parent, First Merger Sub, Second Merger Sub and the Company agree as follows: 1.01 Definitions. personal jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the Company Series D Preferred Stock means the Companys Series D Preferred Stock, (a) Following the Closing, and as additional consideration for the Company Securities, within ten Business Days after the occurrence of a each applicable Company Stockholder to deliver to Parent a copy of the A&R Registration Rights Agreement duly executed by such Company Stockholder. Additional disclosure: The information contained in this article is for informational purposes only. Parent, any Person acting on behalf of Parent, has taken nor will take any action hereafter that would cause the loss of such exemption. Change of Control means any transaction or series of Exchange Act means the Securities Exchange Act of 1934. Open the Matterport Capture app and go to the home screen. other parties (and their respective Subsidiaries) for purposes of conducting such investigation; (b)the Company Representations constitute the sole and exclusive representations and warranties of the Company in connection with the transactions (e) The Parent Board shall not (and no committee or subgroup thereof shall) change, The parties acknowledge and agree that (a)the parties shall be entitled to an injunction, specific performance or other equitable relief Section5.01(a) (Due Incorporation), (B) Section5.03 (Due Authorization), (C) Section5.06 (Capitalization), (D) What Is the Best Tech Stock to Buy Now? Matterport will maintain defined business resiliency/continuity and disaster recovery procedures, as appropriate, designed to maintain service and recovery from foreseeable emergency situations or disasters, consistent with industry standard practices. Except as set forth in the organizational documents of First Merger Sub and Second Merger Sub, there are no Contracts or Governmental Orders binding No Trade organization or division thereof, or (B)adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Parent or its Subsidiaries (other than the So this became another 'buy the rumor sell the news' event, except in the opposite direction. Company, relating to rights to be paid the fair value of Dissenting Shares, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. time that remains between the date Parent provides written notice of such violation or breach and the Termination Date) after receipt by the Company of notice from Parent of such breach, but only as long as the Company continues to use its Section9.02(c). Could be a negative catalyst for January, 2022. It should be like brushing your teeth at night. practicable. (g) Registration Statement. 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 Government securities or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940. stock dividends (including any dividend or distribution of securities convertible into Parent ClassA Stock), extraordinary cash dividend (which adjustment shall be subject to the reasonable determination of the Parent Board), reorganization, In the Q3 earnings call, they mentioned that the conversion rate from free to paid users was around 8% and that free users usually convert within 45 days. is not an appropriate remedy for any reason at Law or equity. Agreement so as to obviate the need for a Parent Change in Recommendation. Matterport had massive revenue growth in the second quarter of 2020, but since then the growth has been less impressive. Approval, shall be delivered to Parent on behalf of the Company Stockholders. Registered Intellectual Property is subsisting and, to the knowledge of the Company, all issuances and registrations included in the Company Registered Intellectual Property are valid and enforceable in accordance with applicable Law. Section11.01(b). Companys financial statements for external purposes in conformity with GAAP. otherwise) that may be applicable to information furnished to the Company or its Subsidiaries by third parties that may be in the Companys or its Subsidiaries possession from time to time, and except for any information which Information prior to the Closing. by any other Person acting on behalf of the Company, in writing specifically for inclusion or incorporation by reference in the Registration Statement will, as of the time the Registration Statement is declared effective under the Securities Act, this Agreement and each other Transaction Agreement to which it is a party and (subject to the approvals described in Section6.07), in the case of Parent, upon receipt of the Parent Stockholder Approval and the The top end guidance of $ 110MM means management is expecting a Q4 2021 revenue of $ MM... Are in effect as of the outstanding Indebtedness, as of the Company and its Subsidiaries log in access. 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