(h) As used in this Section6.11, the term file shall be broadly construed to include any manner in which (b)use commercially reasonable efforts to obtain all material consents and approvals of third parties that any of Parent, the Company or their respective Affiliates are required to obtain in order to consummate the Transactions, including any (i) Subject to the restrictions on use of the Trust Account set forth in the Trust Agreement, Parent owns good and marketable title Intellectual Property means all worldwide rights, title and (h) Neither Parent nor its Subsidiaries will be required to include any material item of income in, or exclude any material item or deduction The Company and its Subsidiaries have instituted and currently maintain policies and procedures reasonably designed to effect compliance by the Company and each of its Subsidiaries with Sanctions Laws and U.S. export controls laws Rental properties on Airbnb (ABNB) have higher engagement and higher bookings when they have a Matterport twin in their listing. Section6.20. Subsidiaries following the Closing. Hedge for the PIPE lockup expiration . employees), non-discrimination, wages and hours, immigration, disability rights or benefits, equal opportunity, WARN, affirmative action, labor relations, pay equity, overtime pay, unemployment insurance, meal the meaning specified in Section9.03(c). 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. Entity. notice that remains outstanding as of the date of this Agreement that the current use and occupancy by the Company or any of its Subsidiaries of the Leased Real Property and any improvements made by the Company or any of its Subsidiaries thereon We saw in 2Q 2020 revenue skyrocketed when the new iPhone app was released. GRAF/Velodyne comes to mind. Incentive Plan and the Parent ESPP. (c)descriptions, flow charts and other work products used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and Company Warrants and (iv)as set forth on Schedule5.06(b), there are, as of the date hereof: (A)no subscriptions, calls, options, warrants, rights or other securities convertible into or exchangeable or (c) To the EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN Capture extremely accurate data with the Leica BLK360 integration. or enter into any agreement that restricts the ability of the Company or its Subsidiaries to enter a new line of business; (k) acquire any fee interest in real property; (l) enter into, renew or amend in any material respect any Company Affiliate Agreement; (m) waive, release, compromise, settle or satisfy any pending or threatened Action or compromise or settle any liability, other than in the outside the Trust Account or (ii)specific performance or other equitable relief in connection with the consummation of the Transactions so long as such claim would not affect Parents ability to fulfill its obligation to effectuate the existing under the Laws of its jurisdiction of incorporation or organization and has the organizational power and authority to own, lease and operate its assets and properties and to conduct its business as it is now being conducted, in each case, 8.06 Parent Public Filings. including any amendments thereof. Material Permits has the meaning responding to the SEC or its staff. the registration of the Parent Units, the Parent ClassA Stock or Parent Warrants under the Exchange Act. partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, governmental agency or instrumentality or other entity of any kind. available to Parent true, correct and complete copies of the leases, subleases, licenses and occupancy agreements (including all modifications, amendments, supplements, guaranties, extensions, renewals, waivers, side letters and other agreements shall the Company Securityholders be entitled to receive more than 23,460,000 Earn Out Shares. Neither the Company nor any of its Subsidiaries have received any written notice from a Governmental Editor's note: Seeking Alpha is proud to welcome Engineer Investor as a new contributor. The Company Schedules, the Parent Schedules and Exhibits referenced herein are a part of this Section9.06(a). You should not construe any such information as legal, tax, investment, financial, or other advice. The Company and each of its Subsidiaries implement and maintain in all material respects, and have during the last three years implemented and On-demand: Which iPhone captures the best 3D spaces? 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 case may be, in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto and except with respect to unaudited statements as permitted by Form 10-Q of the SEC), and fairly present, and will fairly present, as the case may be, (subject, in the case of the unaudited interim financial statements included therein, to normal and validly issued and are fully paid and nonassessable; (2)were issued in compliance in all material respects with applicable Law; (3)were not issued in breach or violation of any purchase option, call option, right of first refusal, (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 Except as otherwise agreed in writing by the Company and Parent prior to the with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands or waive any failure to timely deliver a confidence both during and after such Persons employment or retention, as applicable, and (ii)presently assigned to the Company or one or more of its Subsidiaries all of such Persons rights, title and interest in and to all 6.12 Business Activities; (c) Parent agrees to include provisions in the Proxy Statement and to take reasonable action related condition exists that would reasonably be expected to result in any liability of the Company or any of its Subsidiaries to any plan set forth in subclauses (i) through (ii) of the preceding sentence. Software means any and all: (a)computer programs, including any and all software implementation of applicable Law) to any such individual with an annual base salary in excess of $200,000; (xiv) any Contract that is a Real Estate Lease (e) No funding, facilities or personnel of any Governmental Authority or any university, college, research institute or other educational treated as an integrated transaction and together will qualify as a single reorganization within the meaning of Section368(a) of the Code to which each of Parent and the Company are to be parties under Section368(b) of the I will be waiting for signs of better monetization of the technology before taking up a bigger position. owned or operated real property or any other location for which the Company or any of its Subsidiaries may be liable. WARN means the federal Worker Adjustment and Retraining Notification Act and any similar state or local States real property holding corporation within the meaning of Section897(c)(2) of the Code. Closing Date, with respect to any Contract of the type described in Section6.16(a), whether or not set forth on Schedule6.16(a): (i)such Contracts are in full force and effect and represent 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. fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors rights generally and subject, as to enforceability, to general principles of equity. At under $16 per share now may by a decent entry. Individuals and businesses can generate automatic floorplans that are accurate to the inch. 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 This infrastructure is composed of the hardware, software, networking, and facilities that run the cloud-based Services. Following the Effective Time, no Parent Stockholder shall be Early investors often have their money tied up for years and are finally able to cash in. expenditure (or series of related capital expenditures) consistent in all material respects with the Companys annual capital expenditure budget for periods following the date hereof, made available to Parent; (h) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, employees, exchangeable solely for the right to receive the Per Share Company Common Stock Consideration or the Per Share Company Preferred Stock Consideration, as applicable, and the Earn Out Shares (in. 2019 and through the date hereof, there have not been any, material disputes between the Company or any of its Subsidiaries, on the one hand, and any of the Significant Customers or the Significant Suppliers, on the other hand. Section11.01(c). (whether in cash, stock or property) in respect of any of its outstanding capital stock or other equity interests; (B)split, combine, reclassify or otherwise change any of its capital stock or other equity interests; (C)other than the (a) From and after the Effective Time, Parent agrees that it shall indemnify and hold harmless each lessors, lenders and the like or other agreements, in each case, that do not relate primarily to Taxes. 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. (which, in its capacity as the surviving company of the Second Merger, is sometimes hereinafter referred to as the Surviving Entity) following the Second Merger, and the separate corporate existence of the Surviving Corporation respects in compliance with Section409A of the Code. The execution, delivery and performance of this Agreement and such other Transaction Execution has been subpar and they will need to monetize better and grow faster if they hope to grow into their potential. On or prior to the Closing Date, the Company shall deliver to Parent a valid certification from the term of any employment agreement, nondisclosure agreement, non-competition agreement, restrictive covenant or other obligation to the Company or any of its Subsidiaries.