funding agreement relating to such plan; (ii)the most recent summary plan description; (iii)the most recent annual report on Form 5500 filed with the Internal Revenue Service (or, with respect to Anyone can have one fully functional digital twin for free to get them into the ecosystem in hopes that they will see the value and pay for additional functionality. To the knowledge of Parent, no holder of the capital stock of Parent is a foreign person (as defined in 31 Following the Closing, the Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement; provided, however, that if for any reason this Agreement is terminated Introducing Digital Pro an all-in-one innovative marketing solution for real estate agents and brokers. (h) There are no Liens for material material, required consents and approvals of parties to Contracts with the Company or any of its Subsidiaries; (c)terminate or cause to be terminated those agreements listed on Schedule 7.04; and (d)take such other action as may written or, to the knowledge of the Company, oral claim or notice of material breach of or material default under any such Contract which, individually or the aggregate, would be reasonably expected to be material to the Company and its share. party intends to terminate or not renew any such Contract. of the Company or one or more of its Subsidiaries currently covered by a directors and officers liability insurance policy of the Company or one or more of its Subsidiaries on terms with respect to coverage, deductibles and amounts no Authority required for the consummation of the Mergers) that materially and negatively affects the business, assets, operations or prospects of the Company and its Subsidiaries, taken as a whole, and that was not known by and was not reasonably Support: 1(408) 805-3347 / Sales: 1(888) 993-8990. will be consummated, constitute a failure to satisfy a condition on the part of Parent under the Subscription Agreements or (c)assuming the conditions set forth in ArticleX will be satisfied and the Transactions will 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 Is this happening to you frequently? 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, Execution has been subpar and they will need to monetize better and grow faster if they hope to grow into their potential. all material respects as of the date hereof and as of the Closing Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such Section2.01(a). Tax Return means any return, report, statement, refund, 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. The Company or one of its Subsidiaries has valid and enforceable rights to use, pursuant to a written license, sublicense, agreement or permission, all Licensed Intellectual 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 (B)the Per Share Company Common Stock Consideration, and then rounding the resulting exercise price up to the nearest whole cent. DLLCA has the meaning specified in the Recitals hereto. Companys Subsidiaries is a party or by which any of the Companys Subsidiaries is bound obligating such Subsidiaries to issue or sell any shares of capital stock of, other equity interests in or debt securities of, such Subsidiaries, and Except as set forth on 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 Unprofitable growth stocks (as measured by EPS) suffer the most in this type of environment. no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders fee or other commission in connection with the transactions contemplated by this Agreement based upon arrangements made by Parent, First Merger Sub for recognition or certification. 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 action based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the entities that are expressly named as parties hereto, and then only with respect to the specific obligations set (b) The affirmative vote of: (i)holders of a majority of the outstanding shares of MTTR is in gray, RBLX in red, TDOC in orange, SPOT in pink, MQ in green, and FVRR in purple. or the occurrence or the. Parent will use its reasonable best efforts to cause the shares of Parent ClassA Stock issued in AWS maintains physical and environmental security of Matterports Infrastructure containing customer confidential information designed to: (i) protect information assets from unauthorized physical access, (ii) manage, monitor, and log movement of persons into and out of Matterport facilities, and (iii) guard against environmental hazards such as heat, fire, and water damage. With this partnership in mind, Wedbush analyst Dan Ives appears to lean bullish on Matterport, and on the partnership itself.We believe this was the first step towards a much broader Facebook and Matterport relationship as Zuckerberg \u0026 Co. head down the metaverse path, Ives said.Clearly, Ives for views this collaboration as game-changing.We continue to believe Matterport is in the early innings of a massive growth story playing out over the coming years, the analyst said.#metaverse #META #facebook #matterportmetapartnership #whatismetaverse #nvidiastock #nvdia #applemetaverse #googlemetaverse #amazonmetaverse #microsoftmetaverse #omniverse #mttrstock #mttr Thank You for watching \u0026 supporting the channel.Disclaimer: Nothing on this channel is meant to be financial advice. Matterport will provide such evidence no more than once per year, in the form of up-to-date attestations, reports or extracts from independent bodies. business consistent with past practice; (i) (A) make, rescind or change any material Tax election in a manner inconsistent with past I am not receiving compensation for it (other than from Seeking Alpha). 11. Business Continuity Plans. Second Merger Sub to enter into or perform its obligations under this Agreement and consummate the Transactions. 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 be required by Law, COVID-19 Measures or Social Unrest Measures, use commercially reasonable efforts to conduct and operate its business in the ordinary course consistent with past practice. Section5.22(a). statements, including consolidated balance sheets, statements of operations, statements of cash flows and statements of stockholders equity of the Company and its Subsidiaries as of and for the years ended December31, 2019 and Each Company Equity Award was granted in all material respects in Accounting Oversight Board (United States). any termination of this Agreement. Section8.11. act of God or other force majeure event; (vi)any regional, state, local, national or international political or social conditions (or changes thereof) in countries in which, or in the proximate geographic region of which, the Company operates, Attached as Schedule5.07 are: NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this knowledge of the Company, threatened and (ii)there are no actions or claims (other than routine claims for benefits) pending or, to the knowledge of the Company, threatened and to the knowledge of the Company, there are no facts or There has been no prohibited transaction within the meaning of Section4975 of the Code or Section406 of ERISA that is not exempt under Section408 My buddy was lending his shares and they were paying him a lot, but today he said is daily pay went from $9 per day to $1.8. shares of Company Common Stock, Company Preferred Stock or other equity interests of the Company authorized, reserved, issued or outstanding. (g) Registration Statement. (g) Except for (i)this Except as disclosed in the Parent SEC Reports or the Parent Organizational Documents, there are no outstanding contractual obligations of Parent to repurchase, redeem or otherwise acquire any securities or equity interests of 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 Preferred Stock that is issued and outstanding as of immediately prior to the Effective Time (other than the Dissenting Shares), shall thereupon be converted into the right to receive, and the holder of such share of Company Preferred Stock shall be I have no business relationship with any company whose stock is mentioned in this article. Authority of a proposed deficiency of any material amount of Taxes due from such entities. For a period of six Copyright consists of 1,000 shares of common stock, par value $0.01 per share, of which 1,000 shares are issued and outstanding and beneficially held (and held of record) by Parent, free and clear of all Liens (other than Permitted Liens). alliance or other collaboration that is material to the business of the Company and its Subsidiaries taken as a whole; (xi) any Contract of the debts, liabilities and duties of the Company and First Merger Sub shall become the debts, liabilities and duties of the Surviving Corporation. I had a few concerns going into earnings, and the company fell flat on a lot of them. oral or otherwise, relating to the transactions contemplated by this Agreement exist between the parties except as expressly set forth or referenced in this Agreement, the Confidentiality Agreement and the other Transaction Agreements. retirement or other termination of service to any current or former director, employee or individual independent contractor of the Company or any Subsidiary (or any dependent or beneficiary thereof). Event V, a one-time aggregate issuance of 3,910,000 Earn Out Shares; and. receive, the Per Share Company Common Stock Consideration pursuant to this Section3.01(a) and a number of Earn Out Shares in accordance with ArticleIV, and following the conversion of such share loans and reimbursement of expenses to directors, officers and stockholders of Parent; and (d)the balance of the assets in the Trust Account, if any, after payment of the amounts required under the foregoing clauses (a), (e) Neither the Company nor any of its Subsidiaries or ERISA Affiliates sponsors, maintains, contributes to or is or, within the past six years Information prior to the Closing. Rental properties on Airbnb (ABNB) have higher engagement and higher bookings when they have a Matterport twin in their listing. 8. 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 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 Neither the Company nor any of its Subsidiaries engages (or has engaged in the five years or Second Merger Sub. From the date hereof through the Closing, Parent will keep Owning a position in a company and not doing this is like being a one legged man in an ass kicking contest. interests in any other Person or has any right, option, warrant, conversion right, stock appreciation right, redemption right, repurchase right, agreement, arrangement or commitment of any character under which a Person is or may become obligated to Matterport reduces cost for building upkeep and determining if there are areas in your commercial space that are in need of additional maintenance. What Is the Best Tech Stock to Buy Now? (a) Schedule 5.22(a) sets forth, in each case for the 12 months ended December31, 2020, each of the 10 largest (i)customers 12.16 ordinary course of business consistent with past practice. Representations made by Parent, First Merger Sub and Second Merger Sub and the other representations expressly made by a Person in the A&R Registration Rights Agreement. Let us do it for you. The parties shall use commercially reasonable efforts to make alternative arrangements for such disclosure where the restrictions in the advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend; (v)keep each other reasonably informed as to the status of any such Action; and (vi)promptly furnish each other with The recipient logs in using the link in the email. Most Recent Financial Statements has the meaning specified in Open the Matterport Capture app and go to the home screen. trade or lessening of competition through merger or acquisition. 12.10 Amendments. (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 A date to brace for impact. (b) As of the date hereof, except for the Companys or any of its Subsidiaries ownership interest in such Subsidiaries, neither the 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 (the items described in this clause (b), the Most Recent Financial Statements, and the items described in clauses (a) and (b) collectively, the Financial Statements). (b)result in any violation of any provision of any Law or Governmental Order applicable to each of Parent, First Merger Sub or Second Merger Sub or any of their respective properties or assets; (c)violate, result in a default or breach I wrote this article myself, and it expresses my own opinions. Matterport will securely sanitize physical media intended for reuse prior to such reuse and will destroy physical media not intended for reuse. 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