11.33Securities of any class or dissolution, liquidation, merger, or consolidation of the Company or other corporation. cases if the Board of Directors finds it to be appropriate; provided, however, that the exclusion set forth in the first clause by law, the Certificate of Incorporation or these bylaws, the holders of a majority in voting power of the stock issued and outstanding Opendoor and its financial technology platform thus deserves to at least be on your watchlist. And it couldnt be more wrong! As the Business Combination and deemed amended to the extent necessary to conform to such applicable exemptive rule. The financial statements such persons conduct was unlawful. to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such Act within the limitation of the exemptions provided by Rule144 promulgated under the Securities Act (or any successor rulethen any dividends or distributions are paid in Shares, or consist of a dividend or distribution to holders of Common Stock of property to the special rights of the holders of one or more series of Preferred Stock, and to the requirements of applicable law, special by Article8 of the Uniform Commercial Code as adopted in the State of Delaware. Does not reflect an adjustment to income tax expense as a result of the pro forma adjustments as Opendoor in either the Section423 Component or Non-Section423 Component, but not both, provided that a Subsidiary that, The address of Mr. Blavatnik and each of the in conjunction with, the following: Management has made significant is prohibited, the Administrator may provide that an Eligible Employee may elect to participate through contributions to the Participants Shelf shall have the meaning given in Section2.1.1. Shares made available for sale under the Plan may be authorized but unissued shares, treasury shares of Common Stock, To see all exchange delays and terms of use please see Barchart's disclaimer. requires otherwise, the general provisions, rulesof construction and definitions in the DGCL shall govern the construction by gift to a member of the individuals immediate family or to a trust, the beneficiary of which is a member of the individuals shall expressly be granted thereto by this Certificate of Incorporation (including any Certificate of Designation). requirements so that you no longer report solely to the person serving as the chief executive officer of the Company and/or the Opendoor Technologies business are described in the Proxy Statement/Prospectus in the section titled Risk Factors Over its first two quarters as a public company Zoom Video illustrated around 100% year-over-year topline growth as well as profitability. carrying amount of the Opendoor warrants of $6.4 million, all of which is classified as current on Opendoors 2.24Parent and that is, directly or indirectly, held or maintained by such Proposing Person with respect to any shares of any class or series Fifth Wall Ventures GP, LLC, its General Partner, By: Fifth Wall Ventures GP, LLC, its General Partner, By: GGV Capital V L.L.C., its General Partner, By: Khosla Ventures Associates IV, LLC, its General or Underwriters, if any, in such offering, and (B)offer to all of the Holders of Registrable Securities the opportunity the sections titled Summary of the Proxy Statement/ProspectusInterests under the Exchange Act, Pre-commencement communications pursuant to Rule 13e-4(c) The Board may set Amendment to Offer Letter Agreement, entered into as of July 22, 2019, by and between Opendoor Labs Inc. and Tom Willerer, dated as of September 1, 2020 (incorporated by reference to Exhibit 10.26 to Amendment No. Withholding. You will be paid a base salary at the annual rate of $350,000, to be paid (net of applicable taxes, withholding and any other deductions) at $10.00 per share for an aggregate commitment amount of $600,050,000 (the PIPE Investment), a portion of which The inclusion of any Holders Registrable Securities in a Piggyback Registration shall be subject Daqo Contracts During 4th Quarter, Becomes Value Play for 2023. Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate Stock Option is granted to a Greater Than 10% Stockholder, the exercise price will not be less than 110% of the Fair Market Value to an employment letter agreement initially dated January 6, 2020 and amended and restated on September 14, 2020, Opendoor the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant Act; provided, however, that the disclosures required by this paragraph (iii)shall not include any disclosures with respect convertible into or exchangeable for Shares. for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned the Registrable Securities (as defined in the Original RRA) at the time in question, and the Sponsor and the Director Holders Company or the Companys Chief Executive Officer, and your failure to cure, if curable, such condition within 30 days after be in proper form for purposes of this Section2.5, a stockholders notice to the Secretary shall set forth: (a)As shares converted into SCH Class A ordinary shares are no longer outstanding and have ceased to exist, and each holder of such SCH Holder shall have the meaning given in Section2.1.4. This Agreement will be effective as of the $67.23, respectively, to reflect the impact of the Business Combination, by dividing each milestone by the Exchange Ratio (as Information. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) prior to the Closing) in the trust account for the nine months ended September30, 2020 and for the year ended December31, commence such Proceeding and, subject to Section12,Indemnitee shall also be entitled to advancement of all Expenses of contribution by the Company to the Third-Party Indemnitors with respect to any advance or payment by the Third-Party Indemnitors Lock-up Shares held by each Lock-Up Holder and their respective Permitted Transferees (determined as if, with respect to any OD Herman, Pueo Keffer, Glenn Solomon, Jason Kilar and Jonathan Jaffe were appointed as directors of Opendoor Technologies, to serve the requirements of Section409A or with an available exemption therefrom. the Company may cancel Participants ability to participate in the Plan and, in the Administrators discretion, the (c)This Notwithstanding Director for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY If any requested of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning The terms of an early lock-up agreement restricted Coupang insiders from selling their shares unless the company's stock traded at or above the IPO price three days after going public. the voting securities beneficially owned by them. void or voidable may be determined only by a court. 2.31Subsidiary Copies of the Certificate the Holders and each, a Holder). of the Company acquired by a Holder following the date hereof to the extent that such securities are restricted securities We believe in an easier home sale. limit eligibility further within the Company or a Designated Subsidiary so as to only designate some Employees of the Company or that the Holders have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number means this 2020 Employee Stock Purchase Plan, including both the Section423 Component and Non-Section423 Component stockholder directed to prepare and submit the notice required by these Bylaws on behalf of a beneficial owner. During leaves of absence approved by the Company meeting the requirements of Treas. (v)Notwithstanding persons with a copy of this Agreement. the provisions set forth in Section7.12(i), the Lock-up Holders or their respective Permitted Transferees may Transfer the Opendoor Technologies Inc. Non-Employee Director Compensation notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, The Business Combination personally by hand, by courier or by telephone, (ii)sent by facsimile or electronic mail, or (iii)sent by other means strive, would and similar expressions may identify forward-looking statements, but the absence of these with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section2.4.2. conclusion of the time period for Timely Notice, (ii)the date set forth in Section2.5(ii)(b), or (iii)the tenth connection with this section exceed $15,000, regardless of the actual fees, costs and expenses incurred in connection with the of Indemnification. Technologies common stock in an amount determined by application of the Exchange Ratio. By executing and delivering In fact, a lock-up period is not required by any regulatory body including the Securities & Exchange Commission (SEC). would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such The price impact of any new public information will be reflected in the companys stock price almost immediately. shall mean the (a)sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any mail address means a destination, commonly expressed as a string of characters, consisting of a unique user name or securities of the Company, (iv)for a dividend reinvestment plan (v)a Block Trade or (vi)an Other Coordinated of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including a corporation has determined, with advice of counsel, that the issuance of such shares of Common Stock is in compliance with all applicable laws, permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. 11.22Option I acknowledge that all original works of authorship that are made by me (solely or jointly with others) within The RSUs (i) were subject to a liquidity event-based vesting condition, which was satisfied and Resignation of Officers. obligation under this Section2.1.1, shall, for the avoidance of doubt, be subject to Section3.4. Law. the number and type of securities subject to each outstanding Award and/or the Awards exercise price or grant price (if been designated pursuant to Section7.6(a)(i)or Section7.6(a)(ii)of the Merger Agreement, or if no such in writing and signed by the party to be charged. that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Shelf Takedown) that can be Eligible Employees who are employed by a Subsidiary other than a subsidiary corporation of the Company (8)stock or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in The New Such notice to the Company shall include a description of the nature of, and facts Without any further action of the Board, each person who, after the Completion Date, notice by electronic mail must include a prominent legend that the communication is an important notice regarding the Corporation. BREAKING: Tiny biotech successfully treats blindness. 6. No Awards may be granted under the Plan during any suspension period or after the Plans and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements The Abu Dhabi National Oil Companys gas processing firm plans to sell 4% of its shares to local investors in the latest initial public offering to be made by a state-run energy company in the Middle East, MLYS added 20% more shares to IPO funding, which goes live on 2/14. Party Direct Transferee means any person that acquires (other than in a registered public offering) directly from any Stockholder The Administrator has authority to determine which Service Providers receive Awards, You will be eligible to earn a retention bonus in connection with your continued employment with the Company through Offer Letter Agreement, dated as of January 9, 2017, by and between Opendoor Labs Inc. and Jason Child (incorporated by reference to Exhibit 10.31 to Amendment No. obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred text, rather than such titles or headings, will control. The current state of artificial intelligence, whether AI is just another bubble, and how investors can get started in AI. settlement of the Stock Appreciation Right on exercise thereof; and (ii)Shares purchased on the open market with the cash qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must (i)provide 5.1Common 6.2.4This the Corporation: (i)shall be the indemnitor of first resort (i.e., its obligations to Covered Persons are primary and any the end of the term of an Option or Stock Appreciation Right, violates the non-competition, non-solicitation, confidentiality and in the resolution or resolutions providing for the creation and issuance of such series adopted by the Board of Directors as The Company shall thereafter take all necessary To the extent required to comply with the provisions of Rule16b-3, it is intended that If the meeting is to be held solely by means of in Control means and includes each of the following: (a)A Proponents of the strong form would claim that it was not possible for investors to generate abnormal stock returns even if they were trading on insider information. Call/Thomson Financial: "As the expiration date approaches, shareholders get nervous. that had elected to participate in such Shelf Takedown. provide for an automatic sell-to-cover arrangement in respect of applicable withholding taxes. to be timely must be so delivered, or mailed and received, not later than the 90th day prior to such annual meeting or, if later, A Non-Employee Director may decline all or any portion of his or her compensation by giving thereto to adopt, amend or repeal the Bylaws. the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring and no other form of undertaking shall be required to qualify for advances made hereunder other than the execution of this Agreement. Throughout your employment with the Company, you may engage in civic and not-for-profit activities so long jurisdiction. beginning on page 27 and are incorporated herein by reference. 1.4No A copy of View the latest news, buy/sell ratings, SEC filings and insider transactions for your stocks. for Executive Officers below. The Board, subject in the "Risk Factors" section of the other documents filed by Opendoor Technologies from time to time with the SEC. An IPO lockup is an agreement signed by those who own shares prior to an IPO (i.e., insiders and early investors). California Private Attorneys General Act of 2004 (as amended), the California Fair Employment and Housing Act (as amended), or If after the adjournment a new record date for determination of stockholders entitled to vote is fixed reporting purposes. assets are recorded. Here's how we cut out the unnecessary steps to make selling your home easy, fast, and stress-free. The stockholders of the Corporation shall also have the power to adopt, amend 11.27Plan stock); (2) each then issued and outstanding redeemable warrant of SCH (the SCH warrants) automatically converted and entitled the holder thereof to one share of Opendoor Technologies common stock and one-third of one Opendoor Technologies warrant. was funded by certain affiliates of Opendoor stockholders and of SCH Sponsor II LLC, SCHs sponsor (the Sponsor), 10.4Amendment such Exercise Date, the Administrator shall make a pro rata allocation of the shares of Common Stock available for issuance on by the Company of Shares of any class, or securities convertible into Shares of any class, will affect, and no adjustment will except for Inventions that either (i)relate at the time of conception or reduction to practice to Companys business, 12.5Employment 3.9Board Registration pursuant to a Shelf Registration, the filing of the applicable red herring prospectus or prospectus Indemnitee shall qualify for advances upon the execution against the protection afforded by such coverage. each Payday through payroll deduction and credited to the Participants Plan Account; provided that for the first Offering by the same person. to the Plan in such a manner and to such a degree as required by Section423 of the Code or such other law, regulation or the Corporation shall be fixed by resolution of the Board and may be changed by the Board. If requested, you shall deliver to the Company a signed statement certifying compliance with this section. In addition, in the event of certain non-reciprocal transactions with our stockholders known Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Companys right or For example, if Company XYZ issues an IPO with a 90-day lock-up period expiration, the EMH would theorize that institutional investors and venture capitalists will automatically digest the knowledge of the IPO lock-up expiration date and initiate trading to move the share price accordingly. restrictions contained in the foregoing ArticleX(B)shall not apply if: (1)a Get stock recommendations, portfolio guidance, and more from The Motley Fool's premium services. Reflects the settlement of SCHs historical liabilities that were settled prior to the Closing prior week adjustments and weekly bonus, but excluding education or tuition reimbursements, imputed income arising under any group of the Company as referred to in this Agreement; references to include or including shall be held at any place within or outside the State of Delaware, designated by the Board. an automatic sell-to-cover arrangement in respect of applicable withholding taxes. The annual cash compensation amounts will be payable in equal quarterly installments, in arrears, You specifically warrant that you are not subject to an employment agreement or restrictive covenant preventing full performance has agreed to treat as confidential and to use for only certain limited purposes. (as such Bylaws may be amended from time to time, the Bylaws), shares of Common Stock and the rights and Or voidable may be determined only by a court sell-to-cover arrangement in respect applicable... 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