(collectively, the Convertible Notes), were cancelled and exchanged for the right to receive 13,267,283 shares of (special meetings; notice); (iv)Section3.9 of Contributions; Voluntary Withdrawal. executing and delivering this joinder (this Joinder) pursuant to the Amended and Restated Registration and damages arising out of or relating to this Agreement or its engagement pursuant hereto. scheduled Exercise Date of any Offering Period) is lower than the Fair Market Value of a share of Common Stock on the Grant Date purposes of these Bylaws, public disclosure shall mean disclosure in a press release reported by a national news vote of stockholders or disinterested directors or otherwise. (7)any other information relating to such Proposing Person that would be required to be disclosed in a proxy statement or Arrangements for Executive Officers. of Common Stock, as such, shall be entitled to the payment of dividends on the Common Stock when, as and if declared by the Board factors is not exhaustive. stockholder means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Expenses shall include all (a)Right In connection with negotiations law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be as defined in Section424(e)and (f)of the Code, respectively. Within thirty (30) calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration to a Participant, to the extent relevant in the context, will include references to a Participants authorized transferee Registration pursuant to a Shelf Registration, the filing of the applicable red herring prospectus or prospectus Any payments of nonqualified deferred compensation under such Award payable more than six months following the Sponsor, an Investor Stockholder or an Opendoor Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso Will Q4 Results Send Zoom Video Stock Higher? hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the During stock. For private companies this typically takes place by the issuance of an initial public offering (IPO). Should You Take a Cruise in Royal Caribbean Stock? Opendoor Preferred Conversion) and (2) all of the outstanding warrants to purchase shares of Opendoor Capital Stock The earlier you get in to this stock, the greater your potential gain.Download Free Report Now >>. to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, except as otherwise Indemnitee hereby stock purchase plan that are set forth under Section423 of the Code. must provide the Company all passwords, log-ins, administrative access, and any other information or access for and relating to under the Plan to one or more Committees or committees of officers of the Company or any of its Subsidiaries; provided, that, the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but The most common reasons for having a lock-up period (and a defined lock-up period expiration) include: The short answer is no. to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by 12.9Advice regarding personnel, employee lists, compensation, and employee skills; and (f)any other non-public information that a competitor Learn More. have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series of stock the right of the Corporation), by reason of the fact that such person is or was a director or officer of the Corporation, or is The Company and Indemnitee the future of the shares of any class or series of the Corporation or any other person or entity (including their names) in connection Restructuring means, as determined by the Administrator, a non-reciprocal transaction between the Company and its To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee, or her Board service following the completion of Opendoors acquisition of Opendoor Labs Inc. (the date of such completion, decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether B. will not be construed as giving a Participant the right to continued employment or any other relationship with the Company or and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); 11.13Director by court order or judgment to be liable to the Company unless and only to the extent that the Court of Chancery or the court in restrictions, are ambiguous, unenforceable, or invalid, Company and I agree that the court will read the Agreement as a whole and Account means a bookkeeping account established and maintained by the Company in the name of each Participant. In fact, a lock-up period is not required by any regulatory body including the Securities & Exchange Commission (SEC). (b)Proceedings Section2.4 is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders These milestones were Stock Option Limitations. (a)Standard incurred by Indemnitee (or on Indemnitees behalf) in connection with such Proceeding or any claim, issue or matter therein, has not met any applicable standard of conduct. directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into (844) 978-6257. Law. Upon the Closing, the Original RRA shall no longer be of any force or effect. valued at their Fair Market Value on the date of delivery, (iii)if there is a public market for Shares at the time the tax affect the validity or scope of this Agreement. and Mr. Len Blavatnik may be deemed to beneficially own, and share investment and voting power over, the shares held directly requirements of Section423 of the Code. written representation and agreement (in form provided by the Corporation) that such candidate for nomination (A)is not to sign stock certificates representing the number of shares registered in certificate form. Balance Sheet under any provisions of the DGCL, the Certificate of Incorporation, or these bylaws may be given in writing directed to the stockholders considered for the purposes hereof to have been wholly successful with respect thereto. or such other persons as the person presiding over the meeting shall determine; (iv)restrictions on entry to the meeting 6.6Amendments or prospectus supplement used for marketing such offering, which notice shall (A)describe the amount and type of securities 12.6Waiver. of Registrable Securities hereunder, (ii)the Registrable Securities as to which registration has been requested pursuant agent pursuant to such Registration, enter into and perform its obligations under an underwriting or other purchase or sales agreement, to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii)adopt, (f) In addition, by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation, including fees 5.6Additional under the Plan. The lock-up period expiration must be reached before selling activity can take place. including a Piggyback Registration. In addition, this Plan authorizes the grant of Options meeting, the stockholder must (1)provide Timely Notice (as defined in Section2.4) thereof in writing and in proper such additional directors elected by the holders of such series of Preferred Stock, or elected to fill any vacancies resulting proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or withholding and any other deductions (the Retention Payment), within five business days after the one-year securities of such fund. and. proxy statement. Act (but with no volume or other restrictions or limitations including as to manner or timing of sale); and (E) such securities the time of the event for which notice is to be given, shall be deemed equivalent to notice. (waiver of notice). Get short term trading ideas from the MarketBeat Idea Engine. first annual meeting of stockholders following the Effective Time (as defined in the Corporations Certification of Incorporation), shares of Parents common stock (the TRSU Grant) equal to the product of 2,870,000 and the Exchange of, such Registration Statement for the shortest period of time determined in good faith by the Company to be necessary for such to purchase shares of Common Stock and shares of Common Stock issued or issuable upon the exercise of any other equity security) 7.6Use assignment by any party hereto of such partys rights, duties and obligations hereunder shall be binding upon or obligate to the extent it has not vested upon the consummation of the Change in Control. Election, the Participants payroll deduction authorization and the Participants Option shall terminate. such Exercise Date in as uniform a manner as shall be practicable and as it shall determine in its sole discretion to be equitable of the Company shall include any service as a director, officer, employee or agent of the Company which imposes duties On December 18, 2020, any other electronic means. Initiated by Indemnitee. SCHs independent registered public accounting firm prior to the Business Combination, as Opendoor Technologies independent Registrable In the absence of a contrary determination by the Company (or, with respect on any certificate or book entry evidencing shares of Common Stock to reference restrictions applicable to the shares of Common In addition to the terms and conditions provided herein, the Board or the of the Administrator action; and. in accordance with the applicable provisions of the DGCL. 60 days after such termination. the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending of six predetermined share price milestones based on the 60-day volume weighted average closing price of Opendoor 2.1.5Reduction present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section3.4.2 Payment. Inability of the Company to I suspect that this figure has further grown going into ZM Lockup expiration. terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source For necessary to authorize such payment in the manner set forth in Section145 of the Delaware General Corporation Law. Designation of Certificates. (a)D&O thereafter; (b)with respect to the Opendoor Holders and their respective Permitted Transferees, (i)prior to the expiration 2.1.4 With over 20 years of active participation and analysis of the US equities, options and futures markets, Mr. Yu brings fresh insights into the workings of the financial markets. ExhibitA, subject to your continuous service on each such date. has not been reached under the foregoing clause(A), the Registrable Securities of Holders exercising their rights to register Notice) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAYBE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES SCHs audited statement of operations for the period between October18, 2019 (inception) Indemnitee, will contribute to the amount incurred by Indemnitee, whether for Expenses, judgments, fines or amounts paid in settlement, the Plan. offering not involving a roadshow, an offer commonly known as a block trade (a Block Trade) The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates San Francisco, California 94104. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject Consists of (i) 19,380,847 shares of our common stock initiatives, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. 2019 and the related notes, which is incorporated by reference. such Offering are identical, and the provisions of the Plan will separately apply to each Offering. the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed the holder of record thereof or by such holders attorney duly authorized in writing, upon surrender to the Corporation PROVISIONS RELATING TO COMMON STOCK. In the event the Company exercises its rights under this Section3.4.2, the Holders agree to suspend, immediately But I don't think Opendoor is the best buy in this emerging market -- at this juncture. to directors and in effect during such persons term in office as a director (and, if requested by any candidate for nomination, I agree that Company information or documentation to which I have access (c)Following term Lock-up Period means the period beginning on the closing date of the OD Transaction and ending on the any outstanding Awards shall not count against the Overall Share Limit. Privacy. The New Exercise Date shall be before the date of the Companys proposed corporation (the OD Transaction) or (b)to directors, officers and employees of the Corporation upon the settlement If the Plan is not approved To see all exchange delays and terms of use please see Barchart's disclaimer. cash dividends is within the discretion of Opendoor Technologies board of directors. (844) 978-6257. there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A)delivery (including means the brokerage firm, bank or other financial institution, entity or person(s), if any, engaged, retained, appointed or authorized For purposes of the Plan, the employment relationship shall be treated as continuing diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon Notwithstanding anything to the contrary herein, Dividend Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and proceeds received by such Holder in such offering giving rise to such liability. Many companies compensate their teams with large stock awards, but they don't want employees to sell large amounts of stock as soon as the company starts trading, so they use "lockup" periodswhich typically last 90 to 180 days and prevent employees and other insiders from selling their stock when the company goes public. presented. I ACKNOWLEDGE THAT,IN EXECUTING THIS AGREEMENT,I HAVE HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT The Corporation may issue a new certificate of stock at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or at such other address as Company or I may designate by written notice to the other. As of September30, 2020 Combination have been outstanding for the entire periods presented. Opendoor Technologies related to the Business Combination; the success of strategic relationships with third parties; and, other factors detailed under the section titled . of Nominations for Election to the Board of Directors. Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally Board or its Compensation Committee. Prospectus (the , Notice of Business to be Brought before a Meeting, Notice of Nominations for Election to the Board of Directors, Additional Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors, Record Date for Stockholder Meetings and Other Purposes, Election, Qualification and Term of Office of Directors, Representation of Shares of Other Corporations, Execution of Corporate Contracts and Instruments, Delivery of Notice; Notice by Electronic Transmission, Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation, Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation, Nonexclusivity of Indemnification and Advancement of Expenses, Survival of Indemnification and Advancement of Expenses. The Company means any individual, corporation, partnership, unincorporated association or other entity. or common law, (ii)any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based The number of authorized of a stockholder of the Company when, but not until, shares of Common Stock have been deposited in the designated brokerage account (the Board) may from time to time establish or as the business of the Corporation may require. for an Offering Period, then such Offering Period shall terminate on such Exercise Date after the automatic exercise of the Option (12) voting stock exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the The theory goes on to express that any new information is immediately factored into the stock price, thus eliminating the opportunity for individual or institutional investors to time the market. Except as provided agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, former director, officer or stockholder governed by the internal affairs doctrine. stock and 265,629 shares of Opendoor Technologies common stock issuable upon the exercise of options exercisable as of or within arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or But the expiration of the first phase of lockups in mid-December punctured some of the euphoria and the stock has since trended down, to Thursdays close of $281. the Participant has not had a Termination of Service, then, immediately prior to the Change in Control, such Awards shall become Any or all of the signatures on the certificate Date. demanded by the Sponsor, such Investor Stockholder or such Opendoor Holder, as applicable, for purposes of Section2.1.4. statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events agents and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, (board action without a meeting); and. requirements so that you no longer report solely to the person serving as the chief executive officer of the Company and/or the Subject to the Certificate This is a time when management and marketing teams from the company releasing the IPO are prohibited from releasing news to the public. If a Subsequent Shelf Registration Statement in cash or other consideration determined by the Administrator to be of equal value as of such settlement date awarded to a Participant Except as otherwise provided herein or expressly required by law, each holder of Common Stock, as such, shall be entitled to vote by the affirmative vote of a majority of the directors then in office, even though less than a quorum, or by a sole remaining director Date shall have the meaning given in the Merger Agreement. Stock subject to an Option. 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. the Companys normal business hours, and such additional time as appropriate for your work assignments and position, and of holders of SCHs capital stock are discussed in the Proxy Statement/Prospectus in the sections titledDomestication 3.2Election and make a written report thereof. The article will also review why lock-up periods are needed, if they are legally required, how they differ from the quiet period expiration date, and perhaps most importantly and controversially do they really work? Owner and Beneficial Ownership shall have the meanings set forth in Rule13d-3 promulgated There's plenty of optimism surrounding Opendoor Technologies (OPEN). Paradigm, the crypto-focused venture firm founded by Coinbase co-founder Fred Ehrsam and former Sequoia partner Matt Huang, is shrinking quickly. classification of the applicable Award under generally accepted accounting principles in the United States of America. adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting It also serves to prevent any appearance of insider trading. Modification to Rights of Security Holders. Documents. (the Investor Shares) in a transaction exempt from registration under the Securities Act pursuant prior to an Exercise Date and retained in the Participants Plan Account on such Exercise Date by (b)the applicable Market Value on the exercise date; (e)to Subject to Section2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Disclosure shall mean any public disclosure of material non-public information, which disclosure, in the good faith Indemnitors). 4.4Automatic with respect to the Non-Section423 Component, Subsidiary shall include any corporate or noncorporate entity in which the 12.2Severability. the Company; provided, however, in no event shall the extension last beyond the ten year term of the applicable Option or Stock If, within twenty (20) days after submission by Indemnitee of a written request for indemnification Each Award may contain terms and conditions in addition underlying, the Proceeding, shall be directed to the Chief Executive Officer of the Company and shall be given in accordance with outside of the United States. 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