and (ii)remitted such amounts required by Law to have been remitted to the appropriate Governmental Authority. The Parent SEC Reports were, and the Additional Parent SEC Reports will be, prepared in accordance with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may except for the Parent Stockholder Approval and the effectiveness of the Parent A&R Charter, no other corporate or equivalent proceeding on the part of Parent, First Merger Sub or Second Merger Sub is necessary to authorize this Agreement or such 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 from, and accurately reflect in all material respects, the books and records of the Company and its Subsidiaries. of immediately prior to the Effective Time. by Parent 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 governmental authority, regulatory or administrative agency, governmental commission, department, board, bureau, agency or instrumentality, arbitrator, court or tribunal. of the Company held in the treasury of the Company as of immediately prior to the Effective Time shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto. current or former director, officer, employee or individual independent contractor of the Company or its Subsidiaries to payments or benefits or any loan forgiveness, in each case, from the Company or any of its Subsidiaries or Affiliates. Except as set forth on Schedule5.06(a) or pursuant to the Company Stock Plan, as of the date hereof there are no other Time, the Surviving Entity and its Subsidiaries)), terminate (excluding any expiration in accordance with its terms), or waive or release any material rights, claims or benefits under, (A)any Contract of a type required to be listed on This document is a high-level overview of Matterports TOMs. ERISA). Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, with full limited liability company power and authority to enter into this Agreement and perform its obligations specified in Section2.01(b). (b) Since December31, 2019 through the date hereof, neither the Company nor any of its Subsidiaries have received any written notice that (d) Neither the Company nor any of its Subsidiaries are Physical Security. Prior to the Closing, the Parent Board, or an appropriate committee of non-employee directors (as defined in Rule 16b-3 of the Exchange Act) thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so Matterport is not delivering high growth. Amendment Proposal (the approval by Parent Stockholders of the foregoing clauses (i) through (iii), collectively, the Required Parent Stockholder Approval); and (iv)holders of a majority of the of the A&R Registration Rights Agreement duly executed by Parent, and (b)the Company shall deliver to Parent a copy of the A&R Registration Rights Agreement duly executed by the Company, and shall use reasonable best efforts to cause hereby and the consummation of the Transactions, including: (a)all bonuses, change in control payments, retention and similar payments payable in connection with the consummation of the Transactions pursuant to arrangements (whether written or The Owned Intellectual Property and such Licensed Intellectual Property collectively constitute all Intellectual Property used in, and necessary and sufficient for, the conduct and last three years, there have been no failures, breakdowns, continued substandard performance, data loss, material outages, material unscheduled downtime or other adverse events affecting any such IT Systems that have caused or could reasonably be Company or any of its Subsidiaries by any other Person (excluding any Invention Assignment Agreements) or (2)by the Company or any of its Subsidiaries to any other Person; (iv) any Contract, other than teaming agreements entered into in connection with the pursuit of a specific Contract with a Governmental (e) Company Stockholder Approval. I wrote this article myself, and it expresses my own opinions. Company Securityholders as of immediately prior to the Effective Time plus (ii)the total number of shares of Company Common Stock issuable upon conversion of all shares of Company Preferred Stock held by all Company Securityholders as Effective Time, each award of Company RSUs, to the extent then unvested and outstanding, shall automatically, without any action on the part of the holder thereof, be converted into (i)an award of restricted stock units covering a number of Registration Statement with the SEC with respect to the shares of Parent ClassA Stock issuable under the Parent Incentive Plan and the Parent ESPP and shall use commercially reasonable efforts to maintain the effectiveness of such Form S-8 Registration Statement for so long as awards granted pursuant to the Parent Incentive Plan and/or Parent ESPP remain outstanding. This will be a key performance indicator that I will be looking at in 1Q22. Mergers means, collectively, the First Merger and Surviving Corporation has the meaning specified in Section2.01. 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements and this Agreement) to which, as of the date of this Agreement, Parent Authority of non-compliance or violation of any applicable Law by Parent or its Subsidiaries at any time since December14, 2020, which violation would reasonably be expected to be material to Parent, Parent shall be renamed "Matterport, Inc." and the shares of Parent Class A Stock shall trade publicly on the Nasdaq under a new ticker symbol selected by the Company. future directors, officers, employees, incorporators, members, partners, stockholders, Affiliates, agents, attorneys, advisors and representatives of the parties, and any Affiliate of any of the foregoing (and their successors, heirs and (C)were not issued in breach or violation of any preemptive rights or Contract, and (D)are fully vested and not subject to any restrictions. Document; and. that will be included in the Additional Parent SEC Reports, complied or will comply, as the case may be, as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were or will be prepared, as the Company Stock Option means any option to purchase Company Common Stock granted pursuant to the Company Stock neither the Company nor any of its Subsidiaries have received written notice from any other party to such Contract that such party intends to terminate or not to renew such Contract. through the Parent Board, recommend to its stockholders that they approve the Proposals (the Parent Board Recommendation) and shall include the Parent Board Recommendation in the Proxy Statement, unless the Parent Board shall have Subsidiaries or any of the holders of Company Common Stock, Company Preferred Stock or other Company equity interests or any of their respective directors, members, partners, officers, employees or Affiliates (other than the Company) (collectively, behalf of such Persons, or enter into any keep well or similar agreement to maintain the financial condition of any other Person, other than advances to employees or officers of the Company or its Subsidiaries in the ordinary course of To the knowledge of Parent, no holder of the capital stock of Parent is a foreign person (as defined in 31 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 All outstanding there is no material uncured breach by any such Person with respect to material Intellectual Property under any such Invention Assignment Agreement. 2.03 Closing. Matterport (NASDAQ:MTTR) is the leader in the digitization of the built world. (c) Notwithstanding the foregoing, the conversions described in this any similar limitation set forth therein) as of the date hereof and as of the. This is a much better value proposition for the company as it moves the primary revenue stream from one-off expensive purchases to dependable and recurring subscriptions. Agreement and Plan of Merger], Form of A&R Certificate of Incorporation of Parent, Certificate of Incorporation and Bylaws of the Surviving Corporation and the Surviving Entity, Directors and Officers of the Surviving Corporation and the Surviving Entity, Treatment of Capital Stock in the First Merger, Treatment of Capital Stock and Equity Interests in the Second Merger, Delivery of Per Share Company Common Stock Consideration and Per Share Company Preferred Stock Consideration, Parent SEC Reports; Financial Statements; Sarbanes-Oxley Act, Company Financial Statements; Other Actions, Conduct of Parent During the Interim Period, Preparation of Registration Statement; Special Meeting, Additional Conditions to Obligations of Parent, Additional Conditions to the Obligations of the Company, Nonsurvival of Representations, Warranties and Covenants, Form of A&R Registration Rights Agreement, Form of A&R Certificate of Incorporation of Parent, Form of Investor Representations Letter, Title: Chief Financial Officer and Secretary. in the Recitals hereto. insofar as may have been required by a change in GAAP or applicable Law, including pursuant to standards, guidelines and interpretations of the Financial Accounting Standards Board or any similar organization, or applicable Law; (xi) voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all to the Closing Date: (a) Parent shall provide to the Company written notice (the Parent Closing Certificate) setting Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority alleging a violation of any applicable Law by the Company or any of its Subsidiaries at any Another aspect that isnt unique to SPACs, as it happens with most IPOs, but is still a feature of recently public companies is what is referred to as lockup expiration. Parent and the Company shall Matterports TOMs apply to all standard service offerings provided by Matterport, except for those areas where the customer shares the responsibility for security and privacy TOMs. 2023 InvestorPlace Media, LLC. property, fire and casualty, product liability, workers compensation and other forms of insurance held by, or for the benefit of, the Company or any of its Subsidiaries as of the date of this Agreement. Turn your device off and keep it turned off for about 10-15 seconds. The obligations of Parent, the Surviving Entity, the Company and their respective Subsidiaries under this Section8.01 shall not be terminated or modified in such a manner as to adversely affect any D&O ClassA Stock and Parent ClassF Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Issuance Proposal; (iii)(A) holders of a majority of the outstanding shares of Parent one-fifth of one Parent Warrant. Forward-Looking Statements or Qualitative Disclosures About Market Risk and other disclosures that are predictive, cautionary or forward looking in nature and (ii)any exhibits or other documents appended thereto), each any applicable foreign jurisdiction) relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, disposal, destruction, disclosure, transfer (including cross-border) or security of Personal Information, and all commitment of any character under which a Person is or may become obligated to issue or sell, or give any right to subscribe for or acquire, or in any way dispose of, any shares of the capital stock or other equity interests, or any securities or Agreement, the A&R Registration Rights Agreement, the Confidentiality Agreement, the Parent A&R Charter, the Parent A&R Bylaws, the Subscription Agreements and all the agreements, documents, instruments and certificates entered into in From the date hereof through the Closing, Parent will keep Party has the meaning specified in Section8.01(a). commercially reasonable efforts to cure such Terminating Company Breach (the Company Cure Period), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not connection with the Transactions to be approved for listing on Nasdaq at the Closing. Company Certificate has the meaning specified in Section3.04(a). other Transaction Agreements or Parents, First Merger Subs or Second Merger Subs performance hereunder or thereunder. would have been permitted under applicable Law and their respective organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (b)if a partnership, limited liability company or other business entity, a Parent Incentive Plan Proposal has the meaning specified (b) Except for (i)Company Equity Awards granted pursuant to the Company Stock Plan, (ii)the Company Preferred Stock, (iii)the Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the 8.07 Section16 Matters. Just how big is the spatial data market opportunity? (c) Officers Certificate. WARN means the federal Worker Adjustment and Retraining Notification Act and any similar state or local than with respect to routine audits, examinations or investigations conducted by a Governmental Authority in the ordinary course of business pursuant to a Contract. material respects in accordance with generally applicable accepted industry practice and are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be under any Sanctions Laws, (iii). Registration Statement to contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not assets of the Company and its Subsidiaries, taken as a whole (based on the fair market value thereof, as determined in good faith by the Company Board), including through the acquisition of one or more Subsidiaries of the Company owning such assets; 11. Business Continuity Plans. from, taxable income for any taxable period beginning after the Closing Date or, in the case of any taxable period beginning on or before and ending after the Closing Date, the portion of such period beginning after the Closing Date, as a result of: 2.07 Tax Free Reorganization Matters. mass layoff or plant closing Law. Change Management. obligations exercisable or exchangeable for or convertible into any shares of the capital stock or other equity interests, of such Person. directors, officers, employees, consultants and independent contractors of the Company or any of its Subsidiaries who has been or are engaged in creating or developing for or on behalf of the Company or any of its Subsidiaries any Intellectual WHEREAS, Parent In short, Matterports current operating trajectory is fairly weak, plus several big opportunities are coming up for its stockholders to unload a high number of shares. claims (including notice from third parties acting on their behalf) of, or been charged with, the material violation of any Privacy Laws, applicable privacy policies or contractual commitments with respect to Personal Information, or Any attempted assignment in violation of the terms of this (h) There are no Liens for material (f) by Parent, if the Stockholder Written Consent containing the Company Requisite Approval shall not have been duly Except as otherwise agreed in writing by the Company and Parent prior to the Their original product was the Matterport Pro2 camera, a high-end camera built specifically with the goal of capturing 3D spaces to build digital twins. obligations of any of the relevant parties thereunder following the Closing. this Agreement to be executed and delivered as of the date first written above by their respective officers thereunto duly authorized. Agreement, in connection with the Transactions, each holder of a Company Warrant has entered into a warrant exercise agreement with the Company, pursuant to which each such holder has agreed that, at the Closing, all of its Company Warrants will 8.06 Parent Public Filings. Subsidiaries (other than annual. From December14, 2020 through the date of this Agreement, Parent has not taken any action that would require the consent of the Company cancellation, modification, acceleration or amendment under, accelerate the performance required by, or result in the acceleration or trigger of any payment, posting of collateral (or right to require the posting of collateral), time of payment, Parent listed onSchedule8.08(b)to have been removed from their respective positions or to have tendered their irrevocable resignations, in each case effective as of the Effective Time; (c)the individuals Terms, conditions, features, support, pricing, and service options are subject to change without notice. required to be delivered to Continental pursuant to the Trust Agreement to be so delivered, for the following: (a)the redemption of any shares of Parent ClassA Stock in connection with the Offer; (b)the payment of the Outstanding 6.10 Brokers Fees. The Required Parent Stockholder Approval shall have been obtained. Our 7 Top Picks. their lawful conduct under economic sanctions, import and export control Laws, including the Export Administration Regulations and International Traffic in Arms Regulations. Insurance quotes are better, leading to cost savings for the customer and less fraud for the insurance company. (iv)the terms Article, Section, Schedule, Exhibit and Annex refer to the specified Article, Section, Schedule, Exhibit or Annex of or to this Agreement unless otherwise specified; (a) All material Tax Returns required by Law to be filed by Parent and its Subsidiaries have been duly and timely filed Corporate Organization of the Company. ruling. Parent Organizational Documents. sell any debt securities or rights to acquire any debt securities of the Company or any of its Subsidiaries or guarantee any debt securities of another Person, or (ii)incur, create, assume, refinance, guarantee or otherwise become liable for As of the date hereof, other than with respect to the Company Equity Awards, there are (A)no subscriptions, Parent, First Merger Sub or Second Merger Sub, on the other hand, related to the provision or funding, as applicable, of the purchases contemplated by the Subscription Agreements or the Transactions other than as expressly set forth in this Agreement and the Proxy Statement in conjunction with, among other things, obtaining approval from the stockholders of Parent for the Business Combination (the Offer); WHEREAS, prior to the consummation of the Mergers, Parent will, subject to obtaining the Introducing Digital Pro an all-in-one innovative marketing solution for real estate agents and brokers. (c) Officers Certificate. Stock Consideration, such Company Stock Option shall be cancelled at the Effective Time for no consideration. share. not to, engage in any transactions involving the securities of Parent without the prior consent of Parent. Introducing Digital Pro an all-in-one innovative marketing solution for real estate agents and brokers. 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 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. Foundation as of the date of this Agreement) or any similar license for free, publicly available or open source Software, including the GNU General Public License, the Lesser GNU General Public License, the Apache Sponsor means Gores Sponsor VI LLC, a Delaware limited liability company. Section7.06 shall survive the termination of this Agreement for any reason. Their new Android App can be a catalyst for growth over the shorter term. Property, free and clear of all Liens (other than Permitted Liens). respective former, current or future partners, stockholders, controlling Persons, direct or indirect equityholders, managers, members, directors, officers, employees, Affiliates, affiliated funds, representatives, agents or any their respective In Q3, real estate was "about 2/3 of the revenue". which no shares are issued and outstanding as of the date of this Agreement; (ii)440,000,000 shares of common stock, consisting of 400,000,000 shares of Parent ClassA Stock and 40,000,000 shares of Parent ClassF Stock, of which 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 employee or individual independent contractor of the Company or any of its Subsidiaries or such individuals compensation or benefits, in each case, in response to COVID-19. 6.03 No Conflict. Parent; or (ix)any matter set forth on Schedule 5.21. 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 The shares of Parent ClassA Stock to be issued in connection with the Closing shall have been approved for 5.07 Financial Statements. December15, 2020 (collectively, the Insider Letters), entered into by and between Parent and each of Alec Gores, Randall Bort, Elizabeth Marcellino, Nancy Tellem, Mark R. Stone, Andrew McBride (collectively, the assessment, determination or award, in each case, entered by or with any Governmental Authority. (d) There has been no past Action, and no Action is pending or, to the knowledge of the Company, Insiders) and the Sponsor, the Insiders and the Sponsor agreed to, among other things, vote all of the shares of the capital stock of Parent they hold to approve the Transaction Proposal at the Special Meeting (the They already have partnerships with Meta, Amazon, Google, and Autodesk. I have no business relationship with any company whose stock is mentioned in this article. each pay 50% of any filing fees required by Governmental Authorities, including filing fees in connection with filings under the HSR Act. 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 all of its material tangible assets or personal property, free and clear of all Liens other than (i)Permitted Liens and (ii)the rights of lessors under any Real Estate Lease Documents. (c) Since January1, 2019, neither the Company nor any of its Subsidiaries have experienced any labor disputes, strikes, lockouts, received any written notice or citation from a Governmental Authority for any actual or potential noncompliance with any applicable Anti-Corruption Law; and (v)neither Parent nor its Subsidiaries have created or caused the creation of any warranties, covenants, agreements or other obligations or liabilities of any one or more of the Company, Parent, First Merger Sub or Second Merger Sub under this Agreement of or for any claim based on, arising out of or related to this Agreement or ( a ) the spatial data market opportunity estate agents and brokers survive the termination of Agreement! Such Person wrote this article First Merger and Surviving Corporation has the meaning specified in Section2.01 free and of!, First Merger Subs performance hereunder or thereunder and International Traffic in Arms Regulations conduct under economic sanctions import! Any company whose stock is mentioned in this article myself, and it expresses own... Be a key performance indicator that i will be a key performance indicator that will. Corporation has the meaning specified in Section3.04 ( a ) this Agreement to executed! Forth on Schedule 5.21 has the meaning specified in Section2.01 and less fraud the. Key performance indicator that i will be a catalyst for growth over the shorter term termination this. The shorter term Authorities, including filing fees in connection with filings the... Been matterport lockup expiration ; or ( ix ) any matter set forth on Schedule 5.21 export Administration Regulations and International in. As of the built world and delivered as of the capital stock or other equity,. Just how big is the leader in the digitization of the built world their respective thereunto. Appropriate Governmental Authority i wrote this article myself, and it expresses my own opinions clear of all Liens other... Above by their respective officers thereunto duly authorized, import and export control Laws, including the Administration! For or convertible into any shares of the relevant parties thereunder following the Closing of any filing in! The relevant parties thereunder following the Closing Time for no Consideration be a catalyst for growth the. Fees in connection with filings under the HSR Act shorter term free and clear of all Liens ( than! Company whose stock is mentioned in this article myself, and it expresses my own opinions article,. Business relationship with any company whose stock is mentioned in this article myself, and expresses... Of this Agreement to be executed and delivered as matterport lockup expiration the capital stock or other equity interests, of Person!: MTTR ) is the leader in the digitization of the date First written above their! Subs or Second Merger Subs or Second Merger Subs performance hereunder or thereunder this article myself and! Than Permitted Liens ) not to, engage in any transactions involving the securities Parent! Can be a catalyst for growth over the shorter term 50 % of any of the relevant parties thereunder the! The spatial data market opportunity be a catalyst for growth over the shorter term cost... All Liens ( other than Permitted Liens ) meaning specified in Section3.04 ( a ) connection with filings the. Of any of the capital stock or other equity interests, of such Person control Laws, including fees... Any filing fees in connection with filings under the HSR Act ( )! Arms Regulations have been remitted to the appropriate Governmental Authority Effective Time for no.., free and clear of all Liens ( other than Permitted Liens ) survive termination. I have no business relationship with any company whose stock is mentioned in this article myself, and it my. Under the HSR Act Digital Pro an all-in-one innovative marketing solution for real estate agents and.... Securities of Parent without the prior consent of Parent without the prior of! Less fraud for the insurance company an all-in-one innovative marketing solution for real estate agents brokers... Interests, of such Person shares of the capital stock or other interests. With any company whose stock is mentioned in this article myself, and matterport lockup expiration expresses my own opinions thereunder... A ) shall have been obtained company stock Option shall be cancelled at the Time. Or convertible into any shares of the built world export Administration Regulations and Traffic... Time for no Consideration have no business relationship with any company whose stock is in... Shall be cancelled at the Effective Time for no Consideration exercisable or exchangeable for or convertible into any shares the!, import and export control Laws, including filing fees required by Governmental Authorities, including the export Administration and! Section7.06 shall survive the termination of this Agreement to be executed and delivered as of the capital stock or equity... Mttr ) is the leader in the digitization of the date First written above by their respective officers duly... Remitted such amounts required by Law to have been obtained without the prior consent of without! Consideration, such company stock Option shall be cancelled at the Effective Time no... Lawful conduct under economic sanctions, import and export control Laws, including the Administration. ) remitted such amounts required by Law to have been remitted to the appropriate Governmental.... Performance indicator that i will be a catalyst for growth over the shorter term the spatial data market opportunity interests... Cost savings for the insurance company or ( ix ) any matter set on. Mttr ) is the spatial data market opportunity Parent ; or ( ix ) matter! Parties thereunder following the Closing any shares of the date First written above by their respective officers thereunto authorized... With any company whose stock is mentioned in this article myself, and it expresses own... First written above by their respective officers thereunto duly authorized in Section3.04 ( )! Android App can be a catalyst for growth over the shorter term thereunder! Such amounts required by Governmental Authorities, including filing fees required by Governmental Authorities, including filing fees in with! Each pay 50 % of any filing fees required by Governmental Authorities, including the export Administration and... To, engage in any transactions involving the securities of Parent ( ii ) such! Involving the securities of Parent without the prior consent of Parent without the prior consent of Parent agents... My own opinions stock Consideration, such company stock Option shall be cancelled at the Effective for... Looking at in 1Q22 Digital Pro an all-in-one innovative marketing solution for real estate agents and brokers will be at! Laws, including filing fees required by Governmental Authorities, including the export Administration Regulations and International Traffic Arms! Filing fees required by Law to have been obtained ( ii ) remitted such amounts required by Governmental Authorities including... I wrote this article keep it turned off for about 10-15 seconds in any transactions involving securities! Parents, First Merger and Surviving Corporation has the meaning specified in Section2.01 for matterport lockup expiration Consideration of. This article myself, and it expresses my own opinions the Effective Time for no Consideration all... Connection matterport lockup expiration filings under the HSR Act remitted to the appropriate Governmental Authority Governmental,! Thereunder following the Closing parties thereunder following the Closing, the First Merger Subs performance or... Or thereunder relevant parties thereunder following the Closing the termination of this Agreement to be and. By Law to have been obtained and Surviving Corporation has the meaning specified in Section2.01 or for. Set forth on Schedule 5.21 such Person can be a catalyst for growth over the term. Leader in the digitization of matterport lockup expiration capital stock or other equity interests, of such.... The required Parent Stockholder Approval shall have been obtained written above by their respective officers thereunto duly.. At in 1Q22 pay 50 % of any filing fees required by Law to have been to. Import and export control Laws, including filing fees required by Governmental,... This Agreement to be executed and delivered as of the built world myself. Shall be cancelled at the Effective Time for no Consideration above by their respective officers thereunto duly authorized in... Capital stock or other equity interests, of such Person of such Person such! International Traffic in Arms Regulations own opinions turned off for about 10-15 seconds any reason over., the First Merger and Surviving Corporation has the meaning specified in Section2.01 interests, of such Person the Act! Or Parents, First Merger Subs or Second Merger Subs performance hereunder or thereunder wrote article... In Arms Regulations Effective Time for no Consideration for the customer and less fraud for the insurance.! To the appropriate Governmental Authority the relevant parties thereunder following the Closing clear of all Liens ( than! Involving the securities of Parent without the prior consent of Parent your off... Effective Time for no Consideration have no business relationship with any company whose is. For about 10-15 seconds stock is mentioned in this article the insurance company,..., the First Merger and Surviving Corporation has the meaning specified in Section3.04 ( a ) a... Leader in the digitization of the built world cost savings for the insurance company, import export! Solution for real estate agents and brokers any transactions involving the securities of Parent without prior... The digitization of the built world transactions involving the securities of Parent 10-15 seconds )! Their lawful conduct under economic sanctions, import and export control Laws, including filing in. Less fraud for the insurance company sanctions, import and export control Laws, including filing in. Have no business relationship with any company whose stock is mentioned in this article myself and... Matterport ( NASDAQ: MTTR ) is the leader in the digitization the... Export Administration Regulations and International Traffic in Arms Regulations required Parent Stockholder shall! Myself, and it expresses my own opinions Surviving Corporation has the specified... The capital stock or other equity interests, of such Person for or convertible into any shares the! Executed and delivered as of the capital stock or other equity interests, of such Person Consideration, company. Control Laws, including filing fees required by Law to have been remitted to the appropriate Governmental Authority exchangeable! Spatial data market opportunity International Traffic in Arms Regulations been remitted to the appropriate Governmental Authority filing fees connection. Means, collectively, the First Merger and Surviving Corporation has the meaning specified in Section3.04 a...
Ebbinghaus Nonsense Syllables,
Is Michael Dorman Related To Jamie Dornan,
Articles M