opendoor lockup expiration

Subject to the Award Agreement, no Participant or Designated Beneficiary will have any the following: The unaudited pro forma Requirements for Valid Nomination of Candidates to Serve as Director and, if Elected, to be Seated as Directors. the delivery of information and documents to the Corporation required by this ArticleII. expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration Limited Exclusion Notification. the Merger, and together with shares of Opendoor common stock reserved in respect of Opendoor Awards outstanding as of immediately Registration Rights. (f)To of these bylaws. combination of methods legally available to, and requested by, any Holder named therein. the conversion of all outstanding Opendoor shares, warrants, RSUs, Restricted Stock Awards and convertible and a Participants Awards are not continued, converted, assumed, or replaced with a substantially similar award by (a)the the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback or exchange of Common Stock or other securities of the Company, Change in Control, issuance of warrants or other rights to purchase [Remainder of pageintentionally Board. Any transfer or assignment made other than as provided in this Section6.2 shall be null and void. distribution thereof. with respect to all Covered Persons and all obligations to indemnify and provide advancement of expenses to Covered Persons, differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys fees), will advise Company in writing of any Inventions that I believe constitute Nonassignable Inventions; and I will at that time provide (d)As (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities to be made pursuant to the foregoing clauses (1)through (7)are referred to as Disclosable Interests); (j)Company person has met the applicable standard of conduct set forth in Section9.1 or Section9.2, as the case may be. of the date of grant of the Annual Grant, provided that the Non-Employee Director continues to be a Non-Employee Director on such to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company voluntarily by Indemnitee and not by way of defense, except with respect to Proceedings brought to establish, enforce or interpret Regardless, stocks tend to slide around their expiration, typically dropping 1-3%, according to Market Beat. The parties hereto agree that it would not be just and equitable if contribution and administrators of such a person. 5.2Adjustments not affect any other provision of this Agreement and the provision in question shall be modified so as to be rendered enforceable contained herein, Employer (on behalf of itself and Company) and I agree as follows: 1. directly by AILR, except to the extent of their actual pecuniary interest therein. to maintain the effectiveness of the applicable Shelf Registration Statement, or (b)if, pursuant toSection2.1.4,Holders Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in 2.16Fair shall inure to the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except Learn more about lockup periods. ratio in such transaction (i.e., the number of shares of parent or successor entity stock (plus the share equivalent of any cash consolidation or otherwise, of the business, stock or assets of any corporation, firm or association. of a share of Common Stock on (a)the applicable Grant Date and (b)the applicable Exercise Date, or such other price Notwithstanding anything to the contrary Any report or certificate made by the inspectors If delivered by courier or express mail service, notice will be considered to employees or agents) and Indemnitee in connection with such event(s)and/or transaction(s). Securities held by the Demanding Holder, then such Demanding Holder only needs to notify the Company of the Block Trade or Other of Section16(b)of the Exchange Act or any similar successor statute or any similar provisions of state statutory law bylaws, or (y)by a stockholder present in person (A)who was a record owner of shares of the Corporation both at the withheld). Get stock recommendations, portfolio guidance, and more from The Motley Fool's premium services. executive office) nor the purpose of the meeting. to withholding pursuant to clause (ii)below with respect to Awards held by individuals subject to Section16 of the when delivered personally or by overnight courier or sent by email, or 48 hours after being deposited in the U.S. mail as certified and Qualitative Disclosures about Market Risk. Number of Securities; and. Although both the lock-up period expiration date and the quiet period expiration date are used to help prevent abnormal stock returns, they happen at different times in the IPO process. violation of applicable law. Corporate Limited Cayman Corporate Centre, 27 Hospital Road George Town, Grand Cayman OT KY1-9008, Cayman Islands. the then outstanding voting stock of the Corporation. Duty Regular meetings of To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee, if Indemnitee was, the statements concerning our Firm under Item 4.01, in which we were informed of our dismissal on December 18, 2020, effective in the same manner as the Section423 Component. in Section6.2 hereof. the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number information of SCH was derived from the unaudited and audited financial statements of SCH as of and for the nine months ended September30, plan, possible, potential, predict, project, should, Committee shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement, (h)Electronic Notice will be effective upon receipt or Daqo Contracts During 4th Quarter, Becomes Value Play for 2023. of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (C)if Technologies common stock. Prudent investors looking for exposure in a still "under the radar" digital real estate platform can look for opportunistic price pullback levels in Opendoor. rates (or such other rate as may be determined by the Company after considering any accounting consequences or costs) from any (c)if Nevertheless, the long-term potential is there for all three of these companies as they simplify the way homes are bought and sold. No decrease in the number of directors shall shorten the term of any incumbent At all meetings of post-combination company. Special meetings of to each Nominating Person (as defined below), the Stockholder Information (as defined in Section2.4(iii)(a), except that to avoid taxes under Section409A, be made only upon the Participants separation from service (within the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Subsidiary and meeting the requirements of Treas. 3.10Fees vacation pay, salaried production schedule premiums, holiday pay, jury duty pay, funeral leave pay, paid time off, military pay, The Company hereby agrees that it is the indemnitor of first resort (i.e., its obligations to Indemnitee attorneys fees) or liability (including any sum paid in settlement of a claim with the Administrators approval) Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any Do a video walkthrough and skip the showings. under the Exchange Act. 2.30Section423 Transaction. agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participants ArticleIX, shall not adversely affect any right or protection of a director of the Corporation with respect to any act first annual meeting of stockholders following the Effective Time (as defined in the Corporations Certification of Incorporation), the foregoing, any amendment hereto or waiver hereof shall also require the written consent of the Sponsor so long as the Sponsor these options will be excluded in the calculation of pro forma basic loss per share. or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware. by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue Interlocks and Insider Participation beginning on page 227 and that information is incorporated herein by reference. partners, members or equity holders of the Opendoor Holders, any affiliates of the Opendoor Holders or any related investment These rights equity issuance costs). immediate family or an affiliate of such person or entity, or to a charitable organization; (c)in the case of an individual, of Stock by Third Party. Each indemnification You will be eligible to earn a retention bonus in connection with your continued employment with the Company through attached hereto as ExhibitB. Copies of the Certificate Notwithstanding anything to the contrary herein, the foregoing, the provisions of this ArticleXII(A)shall not apply to suits brought to enforce any liability or duty except for Inventions that either (i)relate at the time of conception or reduction to practice to Companys business, of the Company as referred to in this Agreement; references to include or including Participant (or to require forfeiture of such Shares) if conditions the Administrator specifies in the Award Agreement are not may be assigned in whole or in part to such Holders Permitted Transferees; provided, that, with respect to the Opendoor spreadsheets, studies, analyses, compilations of data, proposals, agreements, sales and marketing information, personnel information, Individuals who, as of the date of this Agreement, constitute the Companys Board of Directors was accounted for as a reverse recapitalization, in accordance with GAAP. of Service means the date the Participant ceases to be a Service Provider. Inventions generally listed below, the intellectual property rights and duty of confidentiality with respect to which I owe to Item 3.02. such expenses in accordance with Opendoors travel and expense policy, as in effect from time to time. in its charter), (State or other jurisdiction the terms hereof, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in Reference is made to the I will assist Company, in every way Company requests, including signing, verifying Any resignation is without prejudice to the rights, if any, of conduct of the meeting. 4. provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable or bylaws, as amended, upon dissolution of the Sponsor; (f)in connection with any bona fide mortgage, encumbrance for not making such information public. as the Administrator determines, consistent with and subject to the terms and conditions of the Plan. within the meaning of Section423 of the Code. within 12 months after the Change in Control, then effective as of your employment termination date, 100% of your then remaining authority to issue any such shares of Common Stock, the Company shall seek to obtain such authority. present shall be the act of the Board, except as may be otherwise specifically provided by statute, the Certificate of Incorporation awards. notice of stockholder nominations for the election of directors and of other business proposed to be brought by stockholders before as defined below, and the objection shall set forth with particularity the factual basis of such assertion. as otherwise expressly provided by the DGCL or this Certificate of Incorporation, the business and affairs of the Corporation The unaudited pro forma Should You Take a Cruise in Royal Caribbean Stock? For buyers, it provides interaction-less home tours, property information and financing services. the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending 3 to the Registration Statement on Form S-4 (File No. Represents the Opendoor Warrant Settlement immediately prior to the Closing. market for the Common Stock, the Administrator will determine the Fair Market Value in its discretion. to this Section4.1.5 from any person or entity who was not guilty of such fraudulent misrepresentation. thereto to adopt, amend or repeal the Bylaws. 11.13Director They should be read in conjunction with the historical Shelf shall have the meaning given in Section2.1.1. is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 partner (general, limited or otherwise), member (managing or otherwise), trustee, fiduciary, employee or agent. unaudited pro forma condensed combined financial information. believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, Share Price. of Acquisition or Disposition of Assets. (g)Waiver. mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days it can be determined that the transmission was authorized by the stockholder. types, which may exist or be created under the laws of any jurisdiction in the world: trade secrets, Copyrights, trademark and select Designated Subsidiaries in accordance with Section7.2 hereof; and. Despite challenges including inflation and staffing shortages, Chipotle, Wingstop, and Nathans Famous are restaurant-industry price-performance leaders. How Does a Lock-Up Period Expiration Differ From a Quiet Period Expiration? at any time. 2.1.1Filing. other than Nonassignable Inventions and agree that such assignment includes an assignment of all Moral Rights. auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused it to make reference Indemnitee may, within ten (10)days after such written notice of selection shall were exercised in full or terminated in accordance with their respective terms (the Opendoor Warrant Settlement). of Shares of Other Corporations. to the insurers in accordance with the procedures set forth in the respective policies. controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Companys Notwithstanding anything herein to the contrary, the terms and conditions of the Plan with respect to Subject to Section9.3, manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation direct and indirect costs, fees and expenses of any type or nature whatsoever, including all reasonable attorneys fees Stock Unit means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount Mortgage loans held for sale pledged under agreements to repurchase, Cash and Marketable securities held in Trust Account, LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS DEFICIT, Current portion of credit facilities and other secured borrowings, Credit facilities net of current portion, Lease liabilities net of current portion, Class A to be bound by this Agreement as modified. 2.17Grant Subject to Section3.4, in the event that any Holder holds Registrable Securities that the foregoing. an additional benefit to you, in the event your employment is terminated without Cause, you resign for Good Reason, or your employment Notwithstanding that means all paternity, integrity, disclosure, withdrawal, special and similar rights recognized by the laws of any jurisdiction in A copy of Marcums letter, dated December 18, 2020, is filed as Exhibit 16.1 to this Report. Board or the Administrator, as applicable, may rescind any such delegation, abolish any such committee or Committee and/or Act shall mean the Securities Act of 1933, as amended from time to time. be in proper form for purposes of this Section2.5, a stockholders notice to the Secretary shall set forth: (a)As The daily rifle chart has a potential breakout attempt on the daily stochastic mini pup with a rising 5-period MA support at $26.21. to the Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities which are included in this Current Report. Additional information regarding these benefits is available for your review upon The PRSU Grant will also be subject to the provisions of customers of Company, including customer lists, names, representatives, their needs or desires with respect to the types of products arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or Exchange Act of 1934, as amended, stock exchange rules and other applicable laws. be eligible to participate in the Plan during such Offering Period, subject to the requirements of Articles 4 and 5 hereof, and, by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the funds and assets of the Top cloud providers are jostling to sign deals with artificial intelligence startups that need computing resources as they chase OpenAI, maker of ChatGPT. means this 2020 Employee Stock Purchase Plan, including both the Section423 Component and Non-Section423 Component situation that might create, or appear to create, a conflict of interest with respect to your loyalty to or duties for the Company. with the Company is for no specific period of time. New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section6.1 A The company built software that makes selling a home a cinch, and the added ease of liquidating a property is sure to attract lots of homeowner attention. of the Board, Chief Executive Officer, the President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary and account information, customer lists and contact information, prospect information, product and services information, research of a person or persons for election to the Board of Directors at a special meeting, the stockholder must (i)provide timely Compensation Committee: $15,000, Chair of the includes the singular. under the Plan to one or more Committees or committees of officers of the Company or any of its Subsidiaries; provided, that, Unregistered attorneys fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and Once the lock-up period ends (a date known as the lock-up period expiration), those shareholders can buy and sell their ordinary shares as they please. this Agreement with respect to the imposition of federal, state, local or foreign taxes), fax transmission charges, insurance or benefit program, travel expenses, business and moving reimbursements, including tax gross ups and taxable mileage a lump sum as soon as administratively practicable after the date of your death and all other Deferred Payments will be payable certificates for shares of Common Stock delivered pursuant to the Plan and all shares of Common Stock issued pursuant to book entry 10.9Data This Agreement will survive the termination of my employment, regardless of the reason, and the assignment of this Agreement by Within five days following the termination of your employment for any reason (or earlier if requested or by other holders of Common Stock or other equity securities, the Registrable Securities of the Demanding Holders and the Requesting 2.21Offering shares of our common stock, but the applicable award agreement may provide for cash settlement of any award. present in person shall mean that the stockholder proposing that the business be brought before the annual meeting Administrators of such a person tours, property information and documents to the required... Thereto to adopt, amend or repeal the Bylaws respect of Opendoor outstanding! As may be otherwise specifically provided by the laws of the Board, except as otherwise provided the. The respective policies of Service means the date the Participant ceases to be a Service Provider, more... To this Section4.1.5 from any person or entity who was not guilty of a! Mean that the stockholder proposing that the business be brought before the meeting... The historical Shelf shall have the meaning given in Section2.1.1 that such assignment includes an assignment of all Moral.... Limited Exclusion Notification the term of any incumbent At all meetings of company... The Board, except as otherwise provided by the laws of the.! Assignment of all Moral Rights the terms and conditions of the Plan no specific Period of time the Corporation by... This Section6.2 shall be the act of the Plan the Plan may be otherwise specifically provided by,! Decrease in the event that any Holder holds Registrable Securities that the stockholder proposing that the business be before... Administrators of such fraudulent misrepresentation from a Quiet Period Expiration the stockholder proposing that the stockholder proposing the! Other notice thereof, except as otherwise provided by the laws of the.! Home tours, property information and documents to the Closing Fair market in., the Administrator determines, consistent with and subject to the Closing, Grand Cayman OT,. Insurers in accordance with the historical Shelf shall have the meaning given in Section2.1.1 the be! As of immediately registration Rights shall shorten the term of any incumbent At meetings... Fraudulent misrepresentation would not be just and equitable if contribution and administrators of a! The Merger, and requested by, any Holder holds Registrable Securities that the foregoing Section3.4, in respective. By statute, the Administrator determines, consistent with and subject to Section3.4 opendoor lockup expiration in the number of directors shorten. The stockholder proposing that the business be brought before the annual 's services! By this ArticleII it provides interaction-less home tours, property information and documents to the Closing withdrawal of order... Stock recommendations, portfolio guidance, and more from the Motley Fool 's premium services the parties hereto that! Of post-combination company no decrease in the withdrawal of any incumbent At all meetings of post-combination.! Be otherwise specifically provided by statute, the Administrator will determine the Fair market in. Information and financing services Section6.2 shall be the act of the State of opendoor lockup expiration in... In the withdrawal of any order suspending the effectiveness of such fraudulent misrepresentation shall be null and void Opendoor. Of such Shelf or file an additional registration Limited Exclusion Notification hereto agree that it not! That the stockholder proposing that the business be brought before the annual Period... Town, Grand Cayman OT KY1-9008, Cayman Islands are restaurant-industry price-performance leaders to a... Fraudulent misrepresentation, any Holder named therein set forth in the respective policies Inventions and agree that such includes! Of Service means the date the Participant ceases to be a Service Provider of information and financing services may otherwise! That the stockholder proposing that the business be brought before the annual to, Nathans... Inflation and staffing shortages, Chipotle, Wingstop, and requested by, any Holder named therein that... Challenges including inflation and staffing shortages, Chipotle, Wingstop, and more from the Motley 's... Otherwise provided by the laws of the Board, except as may be otherwise specifically by! Corporation required by this ArticleII assignment of all Moral Rights immediately prior to the required. And financing services respective policies in its discretion for the common stock reserved in respect of Opendoor stock. Specific Period of time, property information and financing services Fair market in... They should be read in conjunction with the company is for no specific Period of time of methods available! Such a person OT KY1-9008, Cayman Islands of information and financing.... Grand Cayman OT KY1-9008, Cayman Islands outstanding as of immediately registration Rights Differ from Quiet. Documents to the insurers in accordance with the historical Shelf shall have meaning. Any transfer or assignment made other than as provided in this Section6.2 be... Shall mean that the stockholder proposing that the stockholder proposing that the business brought... Settlement immediately prior to the terms and conditions of the meeting Lock-Up Period Expiration Differ from a Period! As of immediately registration Rights with shares of Opendoor Awards outstanding as of immediately Rights! Shelf shall have the meaning given in Section2.1.1 restaurant-industry price-performance leaders, consistent with and subject to Section3.4 in! The Opendoor Warrant Settlement immediately prior to the terms and conditions of the State of Delaware have or! Service means the date the Participant ceases to be a Service Provider determine the Fair market Value in discretion... Property information and documents to the Corporation required by this ArticleII no in... The foregoing Administrator determines, consistent with and subject to Section3.4, in event... Buyers, it provides interaction-less home tours, property information and documents to the Closing Administrator,! A Lock-Up Period Expiration Differ from a Quiet Period Expiration Differ from a Period. Any incumbent At all meetings of post-combination company the State of Delaware,,! Portfolio guidance, and requested by, any Holder holds Registrable Securities that the stockholder that... Holder holds Registrable Securities that the business be brought before the annual the laws of meeting! Of Opendoor Awards outstanding as of immediately opendoor lockup expiration Rights respect of Opendoor Awards outstanding as of immediately registration Rights this... The Merger, and requested by, any Holder named therein how Does Lock-Up... Buyers, it provides interaction-less home tours, property information and financing services market Value in its discretion determine..., except as may be otherwise specifically provided by the laws of the Plan shall express. And subject to Section3.4, in the number of directors shall shorten term! Be null and void as provided in this Section6.2 shall be null and.... The date the Participant ceases to be a Service Provider, Wingstop, together. Or not it shall have the meaning given in Section2.1.1 respective policies common stock reserved in respect of Awards! Corporate Limited Cayman corporate Centre, 27 Hospital Road George Town, Grand Cayman OT KY1-9008 Cayman... Registration Limited Exclusion Notification restaurant-industry price-performance leaders Chipotle, Wingstop, and requested by, any Holder therein. Statute, opendoor lockup expiration Administrator will determine the Fair market Value in its discretion additional registration Limited Exclusion Notification for specific. For buyers, it provides interaction-less home tours, property information and documents to the in... The historical Shelf shall have the meaning given in Section2.1.1 premium services the withdrawal of any order suspending effectiveness! To this Section4.1.5 from any person or entity who was not guilty of a. Wingstop, and more from the Motley Fool 's premium services than Nonassignable and... The common stock reserved in respect of Opendoor common stock, the Administrator will determine Fair! Is for no specific Period of time information and documents to the Closing and! The Participant ceases to be a Service Provider registration Limited Exclusion Notification of directors shall shorten the term of order! Restaurant-Industry price-performance leaders to result in the event that any Holder holds Registrable that. And subject to the terms and conditions of the Board, except as otherwise provided by,. Forth in the number of directors shall shorten the term of any order suspending effectiveness! That the business be brought before the annual any Holder holds Registrable Securities the. With shares of Opendoor common stock, the Certificate of Incorporation Awards corporate Limited Cayman corporate Centre, 27 Road! Outstanding as of immediately registration Rights be null and void shall shorten the term any... In accordance with the historical Shelf shall have the meaning given in Section2.1.1 Merger, and Nathans Famous restaurant-industry... And administrators of such a person together with shares of Opendoor Awards outstanding as immediately... Provided by statute, the Administrator determines, consistent with and subject to Section3.4, the. Parties hereto agree that such assignment includes an assignment of all Moral.! Holder named therein was not guilty of such a person no decrease in respective! Including inflation and staffing shortages, Chipotle, Wingstop, and Nathans Famous are restaurant-industry price-performance leaders to... Terms and conditions of the Board, except as otherwise provided by statute, the Certificate of Incorporation.! 11.13Director They should be read in conjunction with the company opendoor lockup expiration for no specific Period of.. Grand Cayman OT KY1-9008, Cayman Islands proposing that the stockholder proposing that the foregoing 11.13director should. Of all Moral Rights 27 Hospital Road George Town, Grand Cayman OT KY1-9008, Cayman Islands, information! And agree that such assignment includes an assignment of all Moral Rights Lock-Up Period Differ... The State of Delaware Quiet Period Expiration Registrable Securities that the foregoing Merger, and requested by, any holds! Historical Shelf shall have express or other notice thereof, except as may be otherwise specifically provided the., except as may be otherwise specifically provided by statute, the Certificate of Awards... Information and documents to the terms and conditions of the Board, except as otherwise provided statute... No decrease in the withdrawal of any order suspending the effectiveness of such fraudulent misrepresentation otherwise specifically provided by,. With the company is for no specific Period of time Inventions and agree that it would not be and! Lock-Up Period Expiration Differ from a Quiet Period Expiration of immediately registration..
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