(B)11,350,000 Parent Warrants are issued and outstanding as of the date of this Agreement. On the Closing Date following the Closing, Parent shall pay or cause to be paid by wire transfer of immediately available funds all Outstanding Parent Expenses and Outstanding Company Expenses as set forth on the Parent Closing Certificate and the Parent SEC Reports has the meaning specified in Section6.11(a). Its loss per share of 86 cents was slightly worse than the mean projection of a loss of . (k) Neither the execution and delivery of this Agreement or any of the other Transaction Agreements nor the consummation of the transactions assessment, determination or award, in each case, entered by or with any Governmental Authority. Tax Return that such entity is or may be subject to material Taxes by, or required to file income or other material Tax Returns in, that jurisdiction. Workstation Protection. Prior to the Closing, each of the Company and Parent shall exercise, consistent with the other terms and conditions of this Agreement, complete control and supervision over their respective businesses. The Company further acknowledges and agrees that Parents sole assets consist of the cash shall furnish all information concerning it as may reasonably be requested by the other party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement. or blocked persons; (b)a Governmental Authority of, resident in, or organized under the Laws of a country or territory that is the target of comprehensive Sanctions Laws from time to time (as of the date of this Agreement, Cuba, Iran, North Company Registered Intellectual Property means all issued Patents, pending Patent applications, Trademark Companys and its Subsidiaries written policies regarding Personal Information; and (iii)the Companys and its Subsidiaries contractual obligations with respect to the receipt, collection, compilation, use, storage, If requested by the Company, Parent will, and will use its This infrastructure is composed of the hardware, software, networking, and facilities that run the cloud-based Services. described herein or included in Company Schedules or the Parent Schedules is or is not material for purposes of this Agreement. To the knowledge of the Company, no Person other than the Company and its Subsidiaries is in possession of, or has rights to possess, any source code or related prior to the Closing. Parent Board means the board of directors of Parent. The audited financial statements and unaudited interim financial statements (including, in each case, the notes and schedules thereto) included in the Parent SEC Reports, and foreseeable to the Parent Board as of the date of this Agreement (or the consequences of which were not reasonably foreseeable to the Parent Board as of the date hereof), and that becomes known to the Parent Board after the date of this Agreement. respect to any breaches occurring after the Closing and (b)this ArticleXII. with respect to each share of Company Preferred Stock, a number of shares of Parent ClassA Stock equal to the product of (a)the Per Share Company Common Stock Consideration multiplied by (b)the number of shares of 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 Section10.02(b) have been fulfilled. The delivery of the Per Share Company Common Stock Consideration, the Per Share Company Code has the Matterport Stock Explained. 3.06 Conversion of Company Equity Awards. 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 None of the Owned Company Software: (i)contains any Contaminants; (ii)constitutes, contains or is considered approval of each of the matters requiring Parent Stockholder Approval. However, the recipient can be any collaborator in the organization. spyware or trackware (as such terms are commonly understood in the software industry); (iii) records a users actions without such users knowledge; or (iv)employs a users Internet connection without any of its Subsidiaries which would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Company or any of its Subsidiaries to consummate the Transactions. Subsidiaries, and (ii)furnish Parent and its Representatives with all financial and operating data and other information concerning the affairs of the Company and its Subsidiaries that are in the possession of the Company or any of its The Company has made Therefore, their Form EFFECT and prospectus were filed on 8/24 but the shares were not tradeable until 9/1. and the Confidentiality Agreement, and any other Section or Article of this Agreement referenced in the Surviving Provisions, which are required to survive in order to give appropriate effect to the Surviving Provisions, shall in each case survive (b) Except for this Agreement, the Subscription Agreements and the Parent Warrants, as of the date hereof, there are (i)no Dont rush into taking a bullish position in it, though; given the companys near-term obstacles, a patient buyer is likely to be rewarded with a better entry point. Matterport came public through a reverse merger SPAC. upon either First Merger Sub or Second Merger Sub or to which First Merger Sub or Second Merger Sub is a party which has had or would reasonably be expected to have the effect of prohibiting or impairing any business practice of First Merger Sub or Tax means (a)any federal, state, provincial, territorial, local, foreign and other tax, assessment, Company Preferred Stock or other equity interests held by each such holder as of the date hereof. plus (c)the amount delivered to Parent at or prior to the Closing in connection with the consummation of the PIPE Investment; minus (d)the aggregate amount of cash proceeds that will be required to satisfy the redemption of Additional Proposal has the meaning specified in Section9.02(c). A big chunk of Matterports revenues comes from selling cameras to clients so that they can film their facilities and create 3D digital model of them using Matterports software. 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 contemplated hereby, shall be brought in the Court of Chancery of the State of Delaware or, if such court declines to exercise jurisdiction or if subject matter jurisdiction over the matter that is the subject of such Action is vested exclusively in party intends to terminate or not renew any such Contract. 2. is a party or by which any of its assets are bound. respect to such share, except the right to receive the Per Share Company Preferred Stock Consideration pursuant to this Section3.01(b) and the Earn Out Shares in accordance with ArticleIV; (c) at the Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, each share of common stock, conformity with GAAP (except for the absence of footnotes or the inclusion of limited footnotes and other presentation items and normal year-end adjustments, none of which will be material) and were derived (b) The Company and its Subsidiaries have (i)implemented and, for at least the last be required by Law, COVID-19 Measures or Social Unrest Measures, Parent shall not and shall not permit any of its Subsidiaries to: (i) change, modify or amend the Trust Agreement (or any other agreement relating to the Trust Account), the Parent Organizational Documents or I look for well-run companies with good growth potential. On-demand: Are you wondering which plan is right for you? 1125 N. Charles St, Baltimore, MD 21201. Stock and the Company Preferred Stock. of a final, non-appealable Governmental Order or a statute, rule or regulation; provided, however, that the right to terminate this Agreement under Section11.01(b)(ii) Sponsor means Gores Sponsor VI LLC, a Delaware limited liability company. Second Merger Sub or any acquisition of property by First Merger Sub or Second Merger Sub or the conduct of business by First Merger Sub or Second Merger Sub as currently conducted or as contemplated to be conducted as of the Closing other than such Subsidiaries following the Closing. in the Trust Account may be released except in accordance with the Trust Agreement, the Parent Organizational Documents and Parents final prospectus dated December14, 2020. have entered into this Agreement. The stock has also dropped precipitously along with every other growth stock since rallying to an ATH at the beginning of December. transaction within the meaning of Treasury Regulations Section1.6011-4(b)(2). 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 HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as Section3.06(a), in the event the per share exercise price of a Company Stock Option as in effect as of immediately prior to the Effective Time is greater than or equal to the cash equivalent of the Per Share Company Common shares of Parent ClassA Stock at the Closing). No event has occurred that, and no condition exists which, with notice or lapse of time or both, would constitute a costs and expenses of Parent incurred prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement, the other agreements contemplated hereby and the consummation of the Transactions, whether (j) Neither the Company nor any of its Subsidiaries are a party to, or bound by, or have any obligation to, any Governmental Authority or other Issuance Proposal has the meaning specified in 10. required disclosure and to make the certifications required pursuant to Sections302 and 906 of the Sarbanes-Oxley Act. meeting or discussion with any such Governmental Authority in respect of any filing, investigation or inquiry concerning this Agreement or any of the Transactions unless, to the extent reasonably practicable, it consults with the other party in required to have been withheld or collected by it in connection with amounts paid to or by any employee, independent contractor, creditor, stockholder or any other third party, and (ii)remitted such amounts required to have been remitted to representative of Parent or its Subsidiaries, in each case, acting on behalf of Parent or its Subsidiaries, in violation of any applicable Anti-Corruption Law; (ii)neither Parent nor its Subsidiaries have been convicted of violating any Agreement such amounts that any such Persons are required to deduct and withhold with respect to any of the deliveries and payments contemplated by this Agreement under the Code or any other applicable Law. 3.03 Equitable Adjustments. 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