been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any Did Joby pipe unlock today or was the drop in anticipation of a pipe unlock? preemptive right, subscription right or any similar right under any applicable Law, the Parent Organizational Documents or any Contract to which Parent is a party or is otherwise bound; and (4)are fully vested and not otherwise subject to a Company has the meaning specified in the Preamble hereto. Exhibit E. 9.08 A&R Registration Rights Agreement. (d) As of the date hereof, all outstanding membership interests of Second Merger Sub have been duly authorized and validly issued and are not RJ Pittman, Matterport CEO recently said that homes with a Matterport digital twin sell for as much as a 10% higher price and as much as 15% faster. Real estate is only the beginning. (g) Except as set forth on Schedule 6.11(g), as of the date hereof, to the knowledge of Parent, each director and executive officer of Company Affiliate Agreement has the meaning specified in Section5.23. (e) Subject to approval of the Proposals, the shares of Parent ClassA Stock to dispositions of obsolete or worthless assets and other than in the ordinary course of business consistent with past practice; (e) other Open the Matterport Capture app and go to the home screen Tap Select in the top right corner Tap the model or a number of models you would like to duplicate Tap Duplicate to create a copy of the selected model (s) You can now edit the copy add/remove markings and/or add/delete scans and then upload the copy. any similar limitation set forth therein) as of the date hereof and as of the. in Section5.07. (ii)to the knowledge of the Company, do not contain any viruses, worms, Trojan horses, bugs, faults or other devices, errors, contaminants or effects that (A)materially disrupt or adversely affect the functionality of the IT Systems, Sign out by selecting the side menu > sign out. occurrence, event or effect relating to Parent that, individually or in the aggregate, would reasonably be expected to be material to Parent, First Merger Sub and Second Merger Sub, taken as a whole, or have a material adverse effect on the ability The Chancery Court is located in Georgetown, Del. the Surviving Entity and (ii)officers of the Surviving Corporation shall be designated as the officers of the Surviving Entity, in each case, as set forth in the operating agreement of the Surviving Entity. the circumstances under which they were made, not misleading; provided further, however, that no information received by Parent pursuant to this Section7.07 shall operate as a waiver or otherwise This infrastructure is composed of the hardware, software, networking, and facilities that run the cloud-based Services. Please. The Required Parent Stockholder Approval shall have been obtained. Second Merger Sub to enter into or perform its obligations under this Agreement and consummate the Transactions. On or prior to the Closing Date, the Company shall deliver to Parent a valid certification from the materials for any Owned Company Software. Customer Support does not have the ability to restore deleted spaces. Korea, Syria, and the Crimea region); or (c)majority-owned or controlled by any of the foregoing. alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a Material Adverse Effect (except in the case of clauses(i), (ii), Parent would result in the loss of attorney-client privilege or other privilege from disclosure or would conflict with any applicable Law or confidentiality obligations to which Parent or any of its Subsidiaries is bound, Parent shall (g) The phrases delivered, provided to, furnished to, made (d)documentation relating to any of the foregoing, including user manuals and other training documentation. The Company shall have (e) Minimum Cash. Section2.01(a). the Second Effective Time, the membership interests of Second Merger Sub shall be deemed for all purposes to represent the number of membership interests into which they were converted in accordance with the immediately preceding sentence. obligation whatsoever pursuant to the Parent Organizational Documents to dissolve and liquidate the assets of Parent by reason of the consummation of the transactions contemplated hereby. Registration Statement has the meaning specified in Section9.02(a). Section3.06 will be subject to such modifications, if any, as are required to cause the conversions to be made in a manner consistent with the requirements of Section409A of the Code and, in the case of any Company by (B)the Per Share Company Common Stock Consideration, and then rounding the resulting number down to the nearest whole number of shares of Parent ClassA Stock; and (iii)the per share exercise price for the Parent Mergers means, collectively, the First Merger and Yet since then, the market has tried again to shake off pandemic and Fed-related fears. Stockholder Written Consent has the meaning specified in Section7.08. Amounts in the Trust Account are invested in United States Trust Account. 6. the corporate power and authority to own, lease or operate its assets and properties and to conduct its business as it is now being conducted. (i)any of the Significant Customers or the Significant Suppliers intends to stop, or materially decrease the rate of, its business with the Company and its Subsidiaries after the Closing, or (ii)there has been or will be any material 7.02 Inspection. The large decline in the stock price makes opening a position a less risky investment than it was previously, but there are still a lot of red flags when you start looking at the underlying fundamentals. notwithstanding the foregoing provisions of this Section5.26, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Registration Statement whether or not set forth on Schedule 5.13(a): (i) except for Contracts that will expire in accordance with their terms prior to the Closing, such Contract is in full force and effect and represents the legal, valid and binding obligations of No representations, warranties, covenants, understandings or agreements, Triggering Event IV means the date on which the Common Share Price is greater than $20.50 after the Closing Material means any material, substance or waste that is listed, regulated, or defined as hazardous, toxic, or radioactive, or as a pollutant or contaminant (or words of similar Person (other than employees, contractors or other service providers of the Company or any of its Subsidiaries who have entered into written agreements restricting the disclosure and use of such source code or related materials). 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 However, their yearly conversion rate from 3Q20 to 3Q21 was 5.9% and their yearly conversion rate from 4Q20 to 4Q21 was only 4.4%. Schedule5.18 contains a list of all material policies or programs of self-insurance of There are no side letters and there are no agreements, Contracts, arrangements or understandings, whether written or oral, with the Trustee or any other Person that would (a)cause the description of the Trust (e) No funding, facilities or personnel of any Governmental Authority or any university, college, research institute or other educational media, whether paper, electronic, or otherwise. applicable) that causes such Earn Out Shares to become issuable. (d) Parent shall use reasonable best efforts to, as As used herein, the following terms shall have the following meanings: A&R Registration Rights Agreement has the meaning specified in the Recitals hereto. concerning, or provide access to any of its properties, books or records or any confidential information or data to, any Person relating to any proposal, offer, inquiry or request for information 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 I have no business relationship with any company whose stock is mentioned in this article. certain investors (the Subscribers) have entered into Subscription Agreements, dated as of the date hereof (the Subscription Agreements), for a private placement of Parent ClassA Stock to be consummated oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries relating to the transactions contemplated hereby. knowledge of the Company, there have been no breaches, material security incidents, material misuse of, material unauthorized access to, or material unauthorized disclosure of any Personal Information in the possession or control of the Company or Information Security Program. excise, severance, production, stamp, occupation, premium, personal property, real property, capital stock, profits, disability, registration, value added, capital gains, goods and services, estimated, customs duties, escheat, sales, use, or other We now must ask: Is Matterport capturing this revenue? not to, engage in any transactions involving the securities of Parent without the prior consent of Parent. (or constitutes or results from the misappropriation of) or otherwise violating any Intellectual Property of any Person. There has been a huge drawback because of three factors, reducing risk for investors. December15, 2020 in the ordinary course of the operation of business of Parent (other than any such liabilities as are not and would not be, in the aggregate, material to Parent and its Subsidiaries, taken as a whole); or (iv)disclosed 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 are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in writing by Parent: (i) Each of the Company Representations contained in (A)the first sentence of Earn Out Pro Rata Share means, for each Company Securityholder, 5.07 Financial Statements. Tap the Downloadiconbelow the thumbnail. transactions contemplated hereby in any other court. terms or conditions are rendered inoperative by the Transactions. I couldn't find their documents. Breach means, with respect to any agreement, a partys knowing and intentional material breach of any of its representations or warranties as set forth in such agreement, or such partys material breach of any of its covenants or Incentive Plan and the Parent ESPP. The Company and each of its Subsidiaries, and any Person acting for or on behalf of the Company or any of its Subsidiaries, have at all times in the last two years materially complied with: (i)all applicable Privacy Laws; (ii)all the Companies typically report lower-than-expected earnings for a few quarters while waiting for their subscription revenue to catch up to what they used to receive from their fatter, one-time license payments. knowledge of (a)in the case of the Company, the individuals set forth on Schedule1.03(a), and (b)in the case of Parent, the individuals set forth on Schedule1.03(b). Section9.02(c). (iii) enter into, renew, amend or waive or release any material rights, Except as set forth on Schedule5.09, neither the Company nor any of its Subsidiaries or any property, asset or business of the Company or any of its Subsidiaries is subject to any Roblox (RBLX) is a gaming company, Teledoc (TDOC) is in healthcare, Spotify (SPOT) is in audio streaming, Marqeta (MQ) is a fintech, and Fiverr (FVRR) is an online freelancer marketplace. the Registration Statement filed in response thereto. Google (GOOGL) Matterport partnered with Google to have seamless integration of your digital twin into Google Maps, so they can be viewed in Google Street View. 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. (b) Except for this Agreement, the Subscription Agreements and the Parent Warrants, as of the date hereof, there are (i)no (b) The Company is customers, suppliers or service providers in the ordinary course of business); (iii) any Contract that (A)provides for any
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