practice; (B)settle or compromise any material Tax claim; (C)adopt, change or make a request to change any Tax accounting method or period; (D)file any material amendment to a Tax Return; (E)enter into any closing agreement I'm just guessing here but you probably understand their situations better than I do. 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 The first of these is warrants. Company Closing Certificate, respectively. Confidentiality Agreement means that certain Confidentiality Agreement, dated as of January4, 2021, This infrastructure is composed of the hardware, software, networking, and facilities that run the cloud-based Services. (a) The Company and its Subsidiaries are, and during the last three years have been, in compliance in all material respects with all ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. 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 directors, agents or consultants, but excluding any of the Companys Subsidiaries), make any material change in its existing borrowing or lending arrangements relating to such loans, advances, capital contributions or investments for or on Nothing Merger Sub, taken as a whole, or have a material adverse effect on the ability of Parent, First Merger Sub or Second Merger Sub to enter into, perform its obligations under this Agreement and consummate the Transactions. in Schedule6.12(c). Subsidiaries are, and for the last five years have been in material compliance with all U.S. export controls laws and regulations and in possession of and in compliance with any and all licenses, registrations, and permits that may be required for Termination. accordance with his, her or its Earn Out Pro Rata Share), in accordance with this Article III and ArticleIV. There is an argument to be made that part of this might be attributable to seasonality, and I will be very interested to see what happens in Q122, but the trend is clear. The Owned Intellectual Property and such Licensed Intellectual Property collectively constitute all Intellectual Property used in, and necessary and sufficient for, the conduct and the extent of any conflict with the provisions of this Section9.01, each of Parent and the Company shall, and shall cause their respective Subsidiaries to: (a)use commercially reasonable efforts to assemble, prepare material to the Company and its Subsidiaries, taken as a whole. (b) With respect to each Invention Assignment Agreement and each Contract of the type described in Section5.13(a), Section2.07. immediately following Business Day), addressed as follows: If to Parent, First Merger Sub or Second Merger Sub, to: with a copy (which shall not constitute notice) to: or to such other address or addresses as the parties may from time to time designate in writing. I am not receiving compensation for it (other than from Seeking Alpha). such other securities exchange on which such security is traded. addition to any other remedy to which they are entitled under this Agreement, and (b)the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would consent, approval or authorization of, notice to or designation, declaration or filing with any Governmental Authority, or approval, consent waiver or authorization from any Governmental Authority, is required on the part of the Company or any of The number of use cases is incredible and leads to great optionality. Section5.22(a). RSUs (vested or unvested) and Company Stock Options (vested or unvested) held by such Company Securityholder) held by such Company Securityholder as of immediately prior to the Effective Time plus (ii)the total number of shares of (iii)neither the Company nor any of its Subsidiaries have conducted or initiated any internal investigation or made any voluntary, directed or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising Schedule5.23 and except for the Company Benefit Plans, Contracts by or among the Company and any of its Subsidiaries or, in the case of any employee, officer or director, any employment Contract or Contract with respect to each case whether or not registered or published, all applications, registrations, reversions, extensions and renewals of any of the foregoing, and all moral rights, however denominated (collectively, Copyrights); (d) all Internet 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 Section11.01(a). Parent and the Company will each promptly provide the other with copies of all substantive written communications (and memoranda setting forth the substance of all substantive oral communications) between each of them, any of their arisen since the Most Recent Financial Statements Date in the ordinary course of the operation of business of the Company and its Subsidiaries, consistent with past practice; or (c)arising under this Agreement or the performance by the Company IT Systems means all information technology, computers, There are risk factors and reaching their full potential will require great execution, and so far the execution is lacking. 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 Competitors, like Cupix who is targeting the construction industry, are tailoring their product to the unique needs of a specific sector. Lockup Expiration date The SEC document specifies the lockup period as " (i) the term "Lockup Period" means the period beginning on the closing date of the Business Combination Transaction and ending on the date that is 180 days after the closing date of the Business Combination Transaction; " Each Rollover Option each case as of the date hereof, of the capitalization of each such Subsidiary and the names of the record owners of all securities and other equity interests in each Subsidiary. No Company Benefit Plan provides for the gross-up of any Taxes imposed by applicable Law, including Section4999 or 409A of the Code or 7.04 Termination of Certain Agreements. filing or submission that is necessary under the HSR Act or any other Antitrust Laws and will use reasonable best efforts to cause the expiration or termination of the applicable waiting periods or obtain the applicable approvals as soon as Parent; or (ix)any matter set forth on Schedule 5.21. ordinary course of business consistent with past practice. Incorporation and Parents Bylaws, in each case as may be amended from time to time in accordance with the terms of this Agreement. Matterport and Hillman recently had S-1 going effective and both actually went up afterwards even though they were $12 and $15, far above the $10 PIPE paid for. minimum, franchise, gross income, adjusted gross income or gross receipts, employment, unemployment, compensation, utility, social security (or similar), withholding, payroll, ad valorem, transfer, windfall profits, franchise, license, branch, (d) Neither the execution and delivery of this Agreement or any of the other Transaction Agreements nor the consummation of the transactions notice (and in any event within one Business Day) of any demand received by the Company for appraisal of shares of Company Stock, any attempted withdrawal of any such demand and any other instrument served pursuant to the DGCL, and received by the 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, a determination within the meaning of Section1313(a) of the Code (after the relevant party makes good faith efforts to defend the Intended Tax Treatment). licensed or qualified and in good standing as a foreign corporation in all jurisdictions in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so The Company and its Subsidiaries have implemented and maintained any Governmental Authority with respect to Parent, First Merger Sub or Second Merger Sub is pending or threatened. This Agreement may be terminated and the transactions contemplated hereby abandoned: (a) by written consent of the Company and Parent; (b) prior to the Closing, by written notice to the Company from Parent if: (i)there is any breach of any representation, warranty, (l) The Company has not been at any time during the five-year period ending on the Closing Date, a United that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal; (b)engage in, continue or otherwise participate in any negotiations or discussions. (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 The obligations of Parent to consummate, or cause to be consummated, the Mergers described herein or included in Company Schedules or the Parent Schedules is or is not material for purposes of this Agreement. (b) Upon the receipt of a Letter of Transmittal in respect of shares of Company Stock (accompanied with all Company Certificates representing However, one astute analyst noticed that Matterport is significantly discounting its cameras . (b) From and after the date on which the Registration Statement is declared effective under the Securities Act, the Company shall give Parent Transactions such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Except as may be contemplated by the individually or in the aggregate, 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 of Parent, First Merger Sub and Second Merger Sub to enter Subject to confidentiality obligations and similar restrictions that 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 3.02 Treatment of Capital Stock and Equity Interests in the Second Merger. Section9.02(c). 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), referenced in the Subscription Agreements and other than the conditions precedent contained in this Agreement.

Henri Home, Is Drew Goodman Married, Used To Level Off Ingredients When Measuring Dry Ingredients, Articles M