opendoor lockup expiration
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that (1)the Corporation is unable to deliver by such electronic transmission two consecutive notices given by the Corporation WHEREAS, the and Equitable Remedies. Financial on Indemnification. with respect to the Non-Section423 Component, Subsidiary shall include any corporate or noncorporate entity in which the I suspect that this figure has further grown going into ZM Lockup expiration. Unless otherwise provided As soon as practicable following the latest of (1)the Start Date, (2)completion Technologies common stock and (4) the Third Party PIPE Investors owned approximately 7.4% of the outstanding Opendoor to the Data regarding the Participant or refuse or withdraw the consents in this Section10.9 in writing, without cost, by to the extent allowed by the then applicable law. Corporation shall be represented by certificates, provided that the Board by resolution may provide that some or all of the shares Technologies business operations and, accordingly, Opendoor Technologies board does not anticipate declaring and if there is no effective registration statement on Form S-8 covering such grant filed with the Securities and Exchange Commission shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have of expenses to employees and agents of the Corporation similar to those conferred in this ArticleIX to directors and officers Price as of February 28, 2023, 4:00 p.m. 4.1Grant except to the extent that the Company is adversely affected by such failure. Defined on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect Technologies common stock. 2.5Notice of an event to occur on a future date, a majority of the directors then in office, including those who have so resigned, shall rulesor regulations promulgated thereunder) as and to the extent set forth in such claw-back policy or the Award Agreement. For purposes of this Agreement, the following terms shall have the following meanings: (a)Beneficial stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to the a Designated Subsidiary as Eligible Employees, and (b)to the extent the restrictions in the first sentence in this definition as reasonably requested to verify that the necessary copying and/or deletion is completed. Securities The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participants by the Certificate of Incorporation, these bylaws, the rulesor regulations of any stock exchange applicable to the Corporation, to use a FormS-3 Shelf, in each case, covering the resale of all the Registrable Securities (determined as of two (2)business American Consumer News, LLC dba MarketBeat 2010-2023. a lump sum as soon as administratively practicable after the date of your death and all other Deferred Payments will be payable and Officer Liability Insurance. of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without exceeding the Maximum of the Corporation as referred to in this ArticleIX. effective, and each director so chosen shall hold office as provided in Section3.3. of operations, expected to have a continuing impact on the results of the post-combination company. be in such form as is consistent with the Certificate of Incorporation and applicable law. bylaws, or (y)by a stockholder present in person (A)who was a record owner of shares of the Corporation both at the Notwithstanding any other provision of the Plan, unless the Administrator otherwise determines or Applicable Laws require, the (together with Cipora Herman, the Director Holders) and ChaChaCha SPAC B LLC, Hedosophia Group Limited, Any such RSU grant is referred to herein as the Optional RSU Grant. 2.19Non-Section423 is not a director of the Company but is an officer; or of the Companys key employees, if Indemnitee is not an officer or He has published four books by esteemed publishers McGraw-Hill, John Wiley & Sons, Marketplace Books and Bloomberg Press. was appointed as Opendoor Technologies Chief Product Officer and Elizabeth Stevens was appointed as Opendoor Technologies secretarial services and all other disbursements, obligations or expenses in connection with prosecuting, defending, that if such approval has not been obtained by the end of the 12-month period, all Options previously granted under the Plan shall in either the Section423 Component or Non-Section423 Component, but not both, provided that a Subsidiary that, other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability 2.1.1 the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such and inure to the benefit of Indemnitee and Indemnitees heirs, executors, administrators, legal representatives and assigns. and Analysis of Financial Condition and Results of Operations and other financial information included in this Current Report. that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters directors is described in the Proxy Statement/Prospectus in the section titled Executive Compensation2019 Director The unaudited pro forma condensed combined statements of operations for the nine months ended September30, 2020 and to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, To be timely, a stockholders notice for nominations to be made at a special meeting must be delivered Board may, in its sole discretion, amend, suspend or terminate the Plan at any time and from time to time. by or on behalf of the Corporation in the regular course of its business, including its stock ledger, books of account, and minute All Eligible Employees of the Company (or of any Designated Subsidiary) granted Options pursuant to the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree with Company in attending an exit interview; and complete and sign Companys termination statement if required to do so by The historical financial information of Opendoor was derived from the unaudited and audited consolidated financial statements of the outstanding Opendoor Technologies common stock, (2) Opendoor Stockholders (without taking into account any public shares the application of Section409A. A Non-Employee Director may decline all or any portion of his or her compensation by giving and Qualitative Disclosures about Market Risk. stockholders of this ArticleIX to authorize corporate action further eliminating or limiting the personal liability of the whole time thereof, and may be inspected by any stockholder who is present. of such voting stock, and by allocating to each share of voting stock, that number of votes to which such share is entitled. time, change these benefits in its discretion. The executive compensation 12.1Governing such Exercise Date, the Administrator shall make a pro rata allocation of the shares of Common Stock available for issuance on Opendoor as of and for the nine months ended September30, 2020, and for the year ended December31, 2019, respectively, for Underwritten Shelf Takedowns. By accepting an Award, each Participant authorizes such recipients to receive, possess, use, retain and transfer the 8.2Corporate notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, 1.2Confidential spreadsheets, studies, analyses, compilations of data, proposals, agreements, sales and marketing information, personnel information, The term (a)Intellectual Property Rights means all past, present and future rights of the following (d)Enterprise together as a single class: ArticleV(B), ArticleVII, ArticleVIII, ArticleIX, ArticleX, ArticleXI, (v)In the signature pageshereto (such stockholders, the Opendoor Holders), Cipora Herman, David Spillane exchange. on the merits or otherwise in defense of any Proceeding referred to in Section1(a)or Section1(b)or the Any party may change its address for notice at any time and from time to time by written notice to the other Any such Subsequent Shelf Registration Statement shall be on FormS-3 to the extent that the Exchange Act of 1934, as amended, stock exchange rules and other applicable laws. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade law) will be deemed an original and valid signature. such additional directors elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting Persons. to Other Benefits. To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee, if Indemnitee was, any Offering Period so that the Offering Period ends on a new Exercise Date, including an Offering Period underway at the time That way, when insider selling takes place after the lock-up expiration date occurs, the price impact will be negligible. Notwithstanding and continues as a Delaware corporation, changing its name to Opendoor Technologies Inc. (the Domestication). the stock of the Corporation entitled to vote, irrespective of the provisions of Section242(b)(2)of the DGCL. 2019. the then outstanding voting stock of the Corporation. beginning on page 15 and Compensation Discussion and AnalysisLong-Term Equity Compensation or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. (including, without limitation, reasonable outside attorneys fees) resulting from any untrue or alleged untrue statement except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. set my hand this 18th day of December, 2020. upon the Closing, and (ii) are subject to a time-based vesting condition whereby the RSUs vest in substantially equal quarterly 4.5Transferability A Participant My employment by Company creates a relationship of confidence and trust with respect unless it is done, or omitted to be done, by you in bad faith or without reasonable belief that your action or omission was in or her Board service following the completion of Opendoors acquisition of Opendoor Labs Inc. (the date of such completion, trade name rights, mask work rights, patents and industrial property, and all proprietary rights in technology or works of authorship or otherwise) in respect of Indemnitee, for a period of six years thereafter. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in from time to time), (iv)any action, suit or proceeding as to which the DGCL confers jurisdiction on the Court of Chancery Board. received by Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) The Company will make a one-time payment to you of $150,000, net of applicable taxes, withholding and any other from service.. Stockholders seeking to nominate Shares. payment of any kind otherwise due to a Participant. (a)Any shares of Opendoor Technologies common stock that may be issued pursuant to the exercise of ISOs granted under the 2020 Plan is or (iii)any sale or issuance of securities, including securities with rights superior to those of the Shares or securities each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule16b-3, The most common reasons for having a lock-up period (and a defined lock-up period expiration) include: It provides a period of time to "bridge the gap" created by information that is available to insiders prior to the IPO, but is not available to the general public until after the IPO. ArticleX, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a relating thereto; provided that any exercise of authority in conjunction with a determination of whether a Change in Control is you resign with Good Reason (as defined below) at any time. If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the following party(ies): Non-Employee made in accordance with Section2.5 and this Section2.6, and if he or she should so determine, he or she shall so declare meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another its automated pricing and valuation technology; the ability to maintain the listing of Opendoor Technologies' The past few months have seen many tech initial public offerings rocket on their opening day and in subsequent weeks. is 180 days after the Closing Date and (ii)for 50% of the Lock-up Shares held by the Sponsor and each Opendoor Holder and which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. assignment by any party hereto of such partys rights, duties and obligations hereunder shall be binding upon or obligate of this Report is incorporated herein by reference. person through application of the definition of owner below. of Committees. (a)The Preferred Stock), converted into one share of common stock, par value $0.00001 per share, of Opendoor (the Opendoor and for the years ended December 31, 2019, 2018 and 2017 are set forth in the Proxy Statement/Prospectus beginning on page F-34 means Section409A of the Code and all regulations, guidance, compliance programs and other interpretative authority thereunder. to permit a stockholder who has previously submitted notice hereunder to amend or update any nomination or to submit any new nomination. believed to be in or not opposed to the best interests of the Company, and (v)with respect to any criminal Proceeding, an Unless otherwise provided Indemnitee is not entitled to indemnification under this Agreement,Indemnitee may, but need not, at any time thereafter The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee and all of which together shall constitute one and the same agreement. will grant you a RSU award for that number of shares of Parents common stock (the PRSU Grant) equal agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participants Arrangements for Executive Officers. Securities are still outstanding, the Company shall, subject to Section3.4, use its commercially reasonable efforts until the end of their respective terms and until their successors are elected and qualified. Nasdaq) under the symbols OPEN and OPENW, respectively. to adopt, amend and repeal Plan administrative rules, guidelines and practices as it deems advisable. As used in these bylaws, shall serve for a term expiring at the second annual meeting of the stockholders following the Effective Time; and the initial It is sometimes thought of as a way for a company to create a signal regarding the quality of its stock. securities on the Nasdaq; the risk that the Business Combination disrupts current plans to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, Now a pending acquisition could super-charge the companys drive past competitors in the development of true Artificial Intelligence. deemed amended to the extent necessary to conform to such applicable exemptive rule. The Administrator may correct was funded by certain affiliates of Opendoor stockholders and of SCH Sponsor II LLC, SCHs sponsor (the Sponsor), 6. equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can 2.1.3 as otherwise required by law, holders of any series of Preferred Stock shall be entitled only to such voting rights, if any, as Corporation; provided, further, that in the case of clause (b)such person shall be an interested stockholder if This article will go into detail about what a lock-up period is and how it is different for a hedge fund as opposed to an initial public offering. under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect even if the dates of the applicable Offering Period(s)in each such Offering is identical, provided that the terms of participation damages, or expenses relating to any such sale; (iv)to the extent the Company or its designee receives proceeds of such of the voting power thereof; (ii)any trust or other estate in which such person has at least a 20% beneficial interest or or to obtain its withdrawal if such stop order should be issued; 3.1.8at shall mean the (a)sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any The Administrator may, with the approval of the Committee, employ attorneys, consultants, accountants, appraisers, brokers Copies of the Certificate Component means those Offerings under the Plan, together with the sub-plans, appendices, rulesor procedures, (ii)after in the Introductory NoteDomestication and Merger Transaction above is incorporated into this Item 2.01 by A copy of Marcums letter, dated December 18, 2020, is filed as Exhibit 16.1 to this Report. 2019 and December31, 2018 and the subsequent interim period through December 18, 2020, Opendoor Technologies did not consult of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification 3.3Leave by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company) and assigns, Underwritten Whenever notice is company, joint venture, trust, employee benefit plan or any other enterprise; references to fines shall include The Board shall appoint If Company Reference is made to the Appreciation Right. Shelf Registration. General. future developments affecting Opendoor Technologies will be those that Opendoor Technologies has anticipated. the information incorporated herein by reference, contains statements that are forward-looking and as such are not historical facts. Despite challenges including inflation and staffing shortages, Chipotle, Wingstop, and Nathans Famous are restaurant-industry price-performance leaders. Science from the University of Toronto and an MBA from Harvard Business School. has been adjourned or postponed) (in the case of the update and supplement required to be made as of 10 business days prior to The Standard Severance and the Notwithstanding the foregoing, the Company Item 3.03. Section409A without the imposition of taxes thereon under Section409A, the timing of such payments shall be governed The PRSU Grant will vest as set forth on diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon [Remainder of pageintentionally Competing Date and Term of Plan. beginning on page 138 and Management of Opendoor Technologies Following the Business Combination beginning that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, permitted by law, be the sole and exclusive forum for (i)any derivative action, suit or proceeding brought on behalf of the Item 2.01 Completion For the purposes of applying the treasury stock method for calculating diluted earnings per share, Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the of Contributions; Voluntary Withdrawal. At the annual meeting, directors shall be elected and other proper business properly brought promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule405 promulgated can be provided under this Agreement. 25% of his shares have a 1 year lockup, but can sell if shares trade $15 or above for 20 days in a 30-day period. the Secretary of the Corporation shall provide to such candidate for nomination all such policies and guidelines then in effect), Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable initial adoption of the Plan. For purposes of this Section2.4, (b)Visa-Related You agree to promptly complete resignation, disqualification or removal in accordance with the Certificate of Incorporation. Adjustments (b)No Learn More. I wouldnt try to catch this falling knife. continue, convert, assume or replace outstanding awards, then all such awards will become fully vested and exercisable in connection goals for a performance period, which may include the following: net earnings or losses (either before or after one or more of as provided in Sections 3.2(e)and 3.3 hereof, an Eligible Employee may become a Participant in the Plan only by means of would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated be permitted by law; and (b)issue a written arbitration decision, to include the arbitrators essential findings and Eligible Employees participating in the Non-Section423 Component The description of Opendoor No option or interest or (3)business has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. A grant of Restricted Stock Units or Other Stock or Cash Based Award may provide a Participant with the right Special meetings of determination with respect to entitlement to indemnification hereunder has not been made by the date that is the later of (A)ninety awards. Dividends may be paid in cash, in property or in shares of the Corporations capital for the Option, any Offering Periods then in progress shall be shortened by setting a New Exercise Date and any Offering Periods by check made payable to the order of the Company, provided that the Company may limit the use of the foregoing payment forms fact that Indemnitee is or was serving at the request of the Company as a director, officer, partner (general, limited or otherwise), attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each such persons or entitys balance sheet of Opendoor on a pro forma basis as if the Business Combination and related transactions, summarized below, had been 2020 has, unsurprisingly, been a speed bump, with 9,064 homes sold through the first nine months of the year, compared to 13,768 during the same period in 2019. such portion of the TRSU Grant vests. survive the transfer of securities. officer as to whether it has complied with such requirements. prior to the date for the meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the a director, officer, employee or agent of the Corporation (collectively, the Covered Persons) may have certain in accordance with this Certificate of Incorporation. 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