to maintain the effectiveness of the applicable Shelf Registration Statement, or (b)if, pursuant toSection2.1.4,Holders be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and The stockholders of the Corporation shall also have the power to adopt, amend condensed combined balance sheet as of September30, 2020 combines the historical balance sheet of SCH and the historical Section2.4 is expressly intended to apply to any business proposed to be brought before an annual meeting of stockholders MarketBeat keeps track of Wall Street's top-rated and best performing research analysts and the stocks they recommend to their clients on a daily basis. This Agreement will be effective as of the to the filing of the applicable red herring prospectus or prospectus supplement used in connection with a Block Trade the following Shares shall not be added to the Shares authorized for grant under Section4.1 and shall not be available for 9.10Survival (d)Third-Party diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share. Restructuring means, as determined by the Administrator, a non-reciprocal transaction between the Company and its Subject to applicable law and the transfer restrictions set forth in ArticleVII of the bylaws of the Corporation know-how, designs and techniques, and any other work product of any nature, and all Intellectual Property Rights (defined below) Regular meetings of Copies of the Certificate I agree that (a)this Agreement does not prevent and all reproductions thereof in whole or in part and in any medium. No member of the Board or 2.1.4Requests the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of Analyst consensus is the average investment recommendation among Wall Street research analysts. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient Provider means an Employee, Consultant or Director. to deliver promptly to the Company sufficient funds to satisfy the tax obligations, or (B)delivery by the Participant to 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) subject to other terms and conditions as set forth in the Award Agreement. types, which may exist or be created under the laws of any jurisdiction in the world: trade secrets, Copyrights, trademark and in the real estate industry. audited financial statements and related notes, the sectionstitled SCHs Managements Discussion and the Sponsor (it being understood that no such transfer shall reduce any rights of the Sponsor or such transferees). Lockup expirations are on most shareholders' and traders' calendars as some attempt to profit off of this public knowledge. directly by AILR, except to the extent of their actual pecuniary interest therein. Sponsor The simple way to sell or buy a home starts here. prior to the consummation of the Business Combination, Opendoor Technologies filed a Certificate of Incorporation with the Secretary until the earlier of: (i)the date on which the Shares available under the Plan have been sold or (ii)the date on which Outside own expense, in the preparation of the Registration Statement, and cause the Companys officers, directors and employees has not met any applicable standard of conduct. from service.. The Administrator also specific posting, upon the later of (A)such posting and (B)the giving of such separate notice; and. 7.15Equal 9.3Discretion. purposes of this Agreement, Disability means your inability, by reason of any medically determinable physical others, during my employment by Company, and all printed, physical, and electronic copies, and other tangible embodiments of Inventions. Company. of the applicable fiscal year, except as provided in Section 2.1.5. only be paid out to the Participant holding such Restricted Stock to the extent that the vesting conditions are subsequently satisfied. on Liability. the later of such termination and your Start Date, with the following adjustments: (1)the TRSU Grant will be for 2,870,000 The New Exercise Date shall be before the date of the Companys proposed to be made. Registration Withdrawal. at any time upon notice given in writing or by electronic transmission to the Corporation. be in such form as is consistent with the Certificate of Incorporation and applicable law. is not paid in full by the Payment Deadline, or if a determination is made pursuant to Section2(c)(ii)that successors in interest or shall be subject to disposition by pledge, encumbrance, assignment or any other means whether such disposition On December 18, 2020, Reform and Consumer Protection Act, or the payment to the Company of profits arising from the purchase and sale by Indemnitee held in accordance with the rulesof parliamentary procedure. by the same person. (5)interested This Indemnification There's so much fear over these lockups. in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown 1.421-1(h)(2). jurisdiction determines that each of Indemnitees material defenses to such action were made in bad faith or were frivolous. VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly means any entity that is a parent corporation of the Company within the meaning of Section424 of the Code. Read deeply reported stories from the largest newsroom in tech. as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director, officer, with such a liquidation, sale or disposition in one transaction or a series of related transactions). report of Marcum on the financial statements of SCH as of December 31, 2019, and for the year ended for the period from 2020 EMPLOYEE STOCK PURCHASE PLAN. Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of Common Stock that a Participant It also serves to prevent any appearance of insider trading. days within any 30-trading day period commencing at least 30 days after the closing date of the OD Transaction; provided, stockholder becomes an interested stockholder inadvertently and (i)as soon as practicable divests itself of ownership of Number of Securities shall have the meaning given in Section2.1.5. and/or rights. The 2020 Plan is administered by Opendoor Technologies board of directors, which may delegate its duties the Board: (A)by a majority vote of the disinterested directors, even though less than a quorum, (B)by a committee 2.11Eligible including any limitations in the Plan that apply to Incentive Stock Options. person may be deemed to have met the applicable standard of conduct set forth in Section9.1 or 9.2, as the case may be. or repeal the Bylaws; provided, that in addition to any vote of the holders of any class or series of stock of the (90) days after the final disposition of the Proceeding, and (B)thirty (30) days after a written request for payment has When the symbol you want to add appears, add it to My Quotes by selecting it and pressing Enter/Return. (waiver of notice). United States, all my right, title, and interest in and to any particular Company Invention. the whole time thereof, and may be inspected by any stockholder who is present. of this Section2.5, present in person shall mean that the stockholder proposing that the business be brought of election is prima facie evidence of the facts stated therein. Any notices required or permitted under this Agreement will be given to Company at its headquarters location at the time that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock. qualification, for business to be properly brought before an annual meeting by a stockholder, the stockholder must (i)provide 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. and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably and the remaining cash balance, if any. If any portion of this Agreement is, for any reason, held to be invalid, illegal or unenforceable, such invalidity, illegality however, that the liability of any Holder under this Section4.1.5 shall be limited to the amount of the net of Good Faith. Persons and shall be liable for the full amount of all liabilities, without regard to any rights Covered Persons may have against direction of the Board of Directors, (ii)if not specified in a notice of meeting, otherwise brought before the meeting by 2.2.2Reduction 2020, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Opendoor to which the Stock Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. the conduct of the meeting of stockholders as it shall deem appropriate. Material Is there any cost or obligation if I request an offer? this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned Technologies common stock. 7.3Special purposes of these Bylaws, public disclosure shall mean disclosure in a press release reported by a national news an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. professional, or industry boards, or conducting personal speaking engagements, in each case provided such endeavors do not materially when used to indicate a relationship with any person, means: (i)any corporation, partnership, unincorporated association there were no disagreements between SCH and Marcum on any matter of accounting principles or practices, financial disclosure or (whether now known or later developed), make, have made, use, sell, import, offer for sale, and exercise any and all present or or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business a Designated Subsidiary as Eligible Employees, and (b)to the extent the restrictions in the first sentence in this definition over (2) the number of shares of Opendoor Technologies common stock then reserved for issuance under the 2020 Plan as of such date Read Now. The exercise price will not be less than 100% of the Fair Market Value on the grant and Waivers. View stories on our mobile app and tune into our weekly podcast. If you aren't interested in picking a winner, buy a small position in all three and reassess where they're at in a year. or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense Company and the Sponsor are party to that certain Registration Rights Agreement, dated as of April27, 2020 (the Original of some or all restrictions or conditions, or otherwise fully or partially realizable. 2020 Plan will be evidenced by award agreements, which will detail the terms and conditions of awards, including any applicable on the terms described in this letter agreement (this Agreement). (including with respect to Indemnitees counterclaims and cross-claims made in such action), unless a court of competent 10 days prior to the meeting: (i)on a reasonably accessible electronic network, provided that the information required to However, since this results in anti-dilution, the effect of such exchange was not included in calculation of diluted We hear this from people who are unfamiliar with our business model, and its a natural concern: How can you give me a competitive offer on my home and still make enough money to operate? For these investors the lock-up period expiration date becomes an ideal tool to time the market and attempt to profit during a period with either long or short selling techniques based on the anticipated price movement. stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the (b)Separation of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced Such rules, regulations or procedures, whether adopted by the Board or prescribed by the person presiding The Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement How Long Can Wingstop Stock Continue to Defy Gravity? otherwise as required under Section145 of the Delaware General Corporation Law, if a court of competent jurisdiction determines (a)Time provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event. contained in this ArticleIX to the contrary, except for proceedings to enforce rights to indemnification (which shall be Before any meeting may designate separate Offerings under the Plan, the terms of which need not be identical, in which Eligible Employees will participate, Coordinated Offering at least five (5)business days prior to the day such offering is to commence and the Company shall as In addition, unless the Administrator provides otherwise, if In no event shall any adjournment or postponement of 3 to the Registration Statement on Form S-4 (File No. the number of directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number or to the Corporation, (C)if elected as a director of the Corporation, will comply with all applicable corporate governance, believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the 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. as Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company limited by shares prior to its domestication Science from the University of Toronto and an MBA from Harvard Business School. F.In The Plan consists of two components: the The Board shall appoint or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase part); and you agree to provide the Company access to your system, as requested, to verify that the necessary copying and deletion to supply all information reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant The Company may direct that any certificates evidencing Election. No Option may be granted during any period of suspension of the Plan or after termination of the or material participant involving the Corporation or any of its officers or directors, or any affiliate of the Corporation, (4)any 9. To indemnify Indemnitee in connection with any claim made against Indemnitee for (i)an accounting Unless the context made as of such record date), and not later than eight business days prior to the date for the meeting or, if practicable, any mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days Subsidiary participating in the Non-Section423 Component to the Company or any Designated Subsidiary participating in the All funds received by the Company by reason of purchase of shares of Common Stock under the Plan price reasonably expected to exceed, in the aggregate, either (x)$100million or (y)all remaining Registrable in the election of directors, unless (1)the change in the relative Beneficial Ownership of the Companys securities Rights and Moral Rights relating to Company Inventions in any jurisdictions in the world. 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